Steven Johnson
About Steven Johnson
Steven R. Johnson is Chief Hardware Officer at TruGolf Holdings, Inc., with tenure dating to May 1999; prior experience includes sales and product roles and education at the University of Utah . He is age 72 as of April 2025 . Company performance over the past two years shows revenue growth and a narrowing EBITDA loss, reflecting operational progress under the current leadership structure (see table below) *.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD) | $20,583,851* | $21,858,864 |
| EBITDA ($USD) | ($8,601,571)* | ($1,801,519)* |
Values with asterisks retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TruGolf Holdings, Inc. | Product Development Manager → Executive Vice President (2007) → Chief Hardware Officer | 1999–present | Led hardware innovation and scaling of simulator manufacturing capabilities . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cassette Productions, LLC | Sales Manager | Prior to 1999 | Commercial and go-to-market experience in audio/video/software distribution . |
Equity Ownership & Alignment
- Beneficial ownership: 4,332,093 shares, representing 12.9% of Class A common stock and 68.2% of total voting power; includes 2,425,669 Class B shares (25 votes per share) and 100,000 shares underlying option awards .
- Class B governance rights: Class B may be issued only to founders (Christopher Jones, Steven R. Johnson, David Ashby) and carries 25 votes per share; founders together constitute a “controlled company” under Nasdaq rules .
- Hedging and pledging: Company policy prohibits hedging transactions without prior approval and prohibits pledging or margining Company securities—reducing misalignment risk from collateralized shares .
- Trading controls: Mandatory pre-clearance for all director/executive trades, quarterly blackout windows, and event-specific restrictions; Rule 10b5-1 plans allowed with approval .
| Ownership Detail | Amount / Status | Notes |
|---|---|---|
| Total beneficial shares | 4,332,093 | 12.9% of Class A; 68.2% of total voting power . |
| Class B shares | 2,425,669 | 25 votes per share; convertible 1:1 into Class A . |
| Options (underlying) | 100,000 | Exercise/vesting details not disclosed . |
| Shares pledged | Prohibited | Pledging Company securities is prohibited . |
| Ownership guidelines | Not disclosed | No published guideline found in filings. |
Employment Terms
- Clawback policy: Board-adopted Dodd‑Frank Recoupment Policy requires recovery of erroneously awarded incentive compensation for the prior three completed fiscal years upon a financial restatement; covers stock price/TSR-based awards via reasonable estimates .
- Insider trading policy: Strict pre-clearance, blackout periods, prohibitions on short sales and publicly-traded options, and post‑termination restrictions; Rule 10b5‑1 plans permitted with advance approval .
- Executive agreements: No Steven R. Johnson-specific employment, severance, or change‑in‑control agreement disclosed in current exhibits; CEO and other executives have disclosed agreements/offer letters, but none for Johnson in the exhibit list .
Board Governance
- Board service: External sources indicate Steven R. Johnson serves as a Director at TruGolf . Company filings list non‑employee directors and committee memberships separately; Johnson is not listed among non‑employee directors in the Form 10‑K/A role table .
- Committee roles: Audit and Compensation Committees comprised of non‑employee directors (Humphrey P. Polanen, Riley Russell, AJ Redmer); employee directors (e.g., CEO/Chairman) not indicated as committee members .
- Controlled company/independence: Founders’ Class B voting control makes TruGolf a “controlled company” under Nasdaq rules, permitting certain governance exemptions; combined CEO + Chairman role (Christopher Jones) heightens oversight considerations .
Investment Implications
- Alignment: Very high founder ownership and super‑voting Class B structure (Johnson 68.2% voting power) aligns control with insiders but reduces minority influence; prohibitions on pledging/hedging and mandatory pre‑clearance/blackouts mitigate misalignment and impulsive selling risks .
- Transparency: Lack of disclosed fixed/performance pay details and severance/CIC terms for Johnson limits pay‑for‑performance analysis; monitor future annual proxy filings for salary, bonus targets, PSU metrics, and vesting schedules .
- Execution: Revenue increased year‑over‑year and EBITDA losses narrowed, indicating operational progress; continued hardware innovation leadership and governance controls are positives, but controlled company and combined CEO/Chairman structure require heightened scrutiny of compensation decisions and capital allocation * .
Values with asterisks retrieved from S&P Global.