Allan Marshall
About Allan Marshall
Allan Marshall, 58, is Upexi’s Chief Executive Officer and Chairman of the Board, roles he has held since May 2019 . A serial entrepreneur with deep logistics experience, he founded Segmentz, Inc. in November 2000 (forming the foundation for XPO Logistics) and U.S. Transportation Services, Inc. in 1995 (sold in January 2000), and previously served as VP of U.S. Traffic Ltd before 1995 . Upexi’s board documents highlight a combined CEO/Chair structure at UPXI and extensive use of independent committees for compensation, audit, and governance oversight . Pay-versus-performance disclosures show cumulative TSR on a $100 investment of $67.85 in FY2022 vs $36.35 in FY2023 and net losses of $2.1M in FY2022 and $16.9M in FY2023 . Revenues and EBITDA were $36.44M* and $(5.05)M* in FY2023, and $26.00M* and $(9.72)M* in FY2024, respectively (values retrieved from S&P Global).*
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR ($ per $100 initial) | $67.85 | $36.35 | — |
| Net Loss ($) | $(2,100,850) | $(16,930,289) | — |
| Revenues ($) | — | $36,441,695* | $26,000,652* |
| EBITDA ($) | — | $(5,052,674)* | $(9,718,630)* |
Values marked with * are from S&P Global without document citations.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Segmentz, Inc. (foundation for XPO Logistics) | Founder & CEO | Nov 2000 (start) | Acquired 5 logistics companies; raised >$25M; built infrastructure that became XPO Logistics |
| U.S. Transportation Services, Inc. | Founder | 1995–Jan 2000 (sold) | Built 3PL platform; sold to Professional Transportation Group in Jan 2000 |
| U.S. Traffic Ltd (Canada) | Vice President | Pre-1995 | Founded US logistics division; earlier founded driver leasing company |
External Roles
No public company board roles disclosed for Allan Marshall beyond Upexi .
Fixed Compensation
Multi-year summary compensation for Allan Marshall (CEO):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 840,000 | 840,000 | 840,000 |
| Bonus ($) | 1,096,000 | 341,068 | 250,769 |
| Stock Awards ($) | — | — | — |
| Option Awards ($) | 2,977,300 | — | — |
| All Other Compensation ($) | 90,000 | 90,000 | — |
| Total ($) | 5,003,300 | 1,271,068 | 1,090,769 |
Notes: At June 30, 2024, accrued and unpaid bonus of $399,231 not included above .
Performance Compensation
Structure and current incentive design for Allan Marshall:
| Component | Metric | Target/Trigger | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual bonus | Company/individual metrics (to be agreed with Committee) | Not disclosed | Discretionary; see “Bonus” line in comp table | Annual |
| Milestone bonus (Exhibit B) | Market cap thresholds | - 1.5% of market cap at 6/30/2025 if ≥$100M; - 1.5% of increases at 6/30/2026, 6/30/2027, 6/30/2028 (Board may award up to 2.5%) | Shares equal to 1.5% of defined market cap or increases divided by measuring price; paid within 60 days of achievement | Paid within 60 days; must be employed on payment date |
| Restricted stock | Service | 75,000 shares granted 4/17/2025 | Vests 100% after 6 months of continued employment | Cliff at ~10/17/2025 |
| Warrants | Equity value creation | 500,000 warrants at $2.28 strike, 5-year term (granted 4/17/2025) | Exercisable per warrant terms | 5-year term |
Clawback policy: Company adopted effective Oct 2, 2023; recoups erroneously awarded incentive-based compensation on restatement for prior 3 completed fiscal years .
Equity Ownership & Alignment
Beneficial ownership (as of April 11, 2025):
| Holder | Preferred Stock (shares; % of class) | Common Stock (shares) | % of Common Outstanding |
|---|---|---|---|
| Allan Marshall | 150,000; 100% | 309,062 | 19.52% |
Footnotes: Allan’s 309,062 common represents (i) 151,423 common, (ii) 138,889 issuable upon conversion of preferred stock, and (iii) 18,750 issuable upon exercise of warrant . Preferred shares carry 10 votes per share; as of record date there were 150,000 preferred outstanding convertible into 138,889 common .
Outstanding equity awards (as of June 30, 2024):
- Options: 62,500 exercisable at $83.60, expiring 7/21/2031 ; 41,667 exercisable at $30.60, expiring 6/1/2029
- Director options and others: see full awards table
Recent grants to Allan Marshall (April 2025):
- Warrants: 500,000 at $2.28, 5-year term
- Restricted stock: 75,000 shares, cliff vest after 6 months
Hedging and pledging:
- Company has not adopted a hedging policy for officers/directors .
- No pledging disclosures identified for Allan in proxy materials.
Ownership guidelines: Not disclosed.
Employment Terms
Key terms from Allan Marshall’s April 24, 2025 Executive Employment Agreement:
- Term: April 24, 2025–April 24, 2028; auto-renews for 1-year periods unless 90-day notice .
- Base salary: $840,000 (subject to Committee review) .
- Equity awards: 500,000 warrants at $2.28; 75,000 RS with 6-month cliff; eligibility for additional equity at Committee discretion .
- Milestone bonus: Equity-based awards tied to market cap thresholds/increases (1.5% formula; Board discretion up to 2.5%) .
- Non-compete: 2 years post-termination; 50-mile radius around any office; non-solicit of employees for 2 years .
- Good Reason: Includes material diminution of role, salary reduction beyond de minimis, relocation, change-in-control, among others .
- Severance: If terminated without cause or resigns for Good Reason, lump sum equal to 3x (base salary + target bonus) plus continued benefits; company may pay in 36 monthly installments at its discretion .
- Option/warrant acceleration: Committee may approve accelerated vesting on qualifying termination .
- 280G/4999 excise tax: Full gross-up to make executive whole if parachute payments trigger excise tax; indemnification for disputes and costs .
- Indemnification: Full indemnification to the extent allowed by law; insurance coverage where available .
- Governing law: Nevada .
Company policies reinforcing governance:
- Insider Trading Policy adopted and applicable to insiders .
- Clawback policy effective Oct 2, 2023 .
Board Governance
- Roles: Allan Marshall serves as CEO and Chairman; board believes combined role is appropriate for strategy and meeting productivity; independent directors can request executive sessions .
- Independence: Board identifies three independent directors (Salkind, Dugan, Williams) under Nasdaq rules .
- Committees (all independent):
- Audit Committee: Members Salkind, Williams, Dugan; Chair and Financial Expert: Dugan; met 5 times in FY2024 .
- Compensation Committee: Members Salkind (Chair), Williams, Dugan; met 2 times in FY2024 .
- Nominating & Governance Committee: Members Williams (Chair), Salkind, Dugan; met 2 times in FY2024 .
- Board attendance: Board met 5 times in FY2024; all directors attended all meetings except one with 4 of 5 present; all directors attended the last annual meeting .
Director Compensation
- Cash compensation: $5,000 per quarterly board meeting; $5,000–$7,000 per year for committee chairs .
- FY2024 non-employee director fees (period ended June 30, 2024):
| Director | Fees Earned ($) |
|---|---|
| Lawrence H. Dugan | $27,000 |
| Gene Salkind | $25,000 |
| Thomas Williams | $25,000 |
Compensation & Incentives Structure Analysis
- Mix shift: 2022 compensation emphasized option awards for CEO ($2.98M) with high cash bonus; later years show lower equity grants and continued high base salary and discretionary bonus .
- New incentives: 2025 agreement overlays market cap-based equity milestone grants and a large warrant grant, tightly aligning with equity value creation but increasing equity overhang potential .
- Plan capacity: Proposal to increase 2019 Incentive Stock Plan capacity from 500,000 to 10,000,000 shares (options and restricted stock) indicates anticipated heavy use of equity across the organization .
- Clawback policy: Adoption in 2023 aligns incentives with financial integrity and supports recoupment upon restatements .
- Hedging policy: None adopted for officers/directors, which may reduce alignment safeguards .
Equity Plan & Outstanding Awards
Outstanding option awards snapshot for Allan Marshall (as of June 30, 2024):
| Instrument | Quantity | Exercise Price | Expiration |
|---|---|---|---|
| Stock options (exercisable) | 62,500 | $83.60 | 7/21/2031 |
| Stock options (exercisable) | 41,667 | $30.60 | 6/1/2029 |
Recent 2025 grants:
- 500,000 warrants at $2.28, 5-year term
- 75,000 restricted stock shares with 6-month cliff
Ownership & Control Considerations
- Voting control: Allan holds 100% of preferred stock (150,000 shares) with 10 votes per share; converts into 138,889 common; combined positions represent 19.52% of common outstanding as of April 11, 2025 .
- Security ownership: Executive officers/directors as a group: 150,000 preferred (100% of class) and 524,627 common; 31.6% of common outstanding .
- Section 16 compliance: Officers/directors and >10% holders made timely filings in FY2024 per company review .
Say-on-Pay & Shareholder Items
- Advisory votes scheduled in 2025: Say-on-pay (Proposal 4) and frequency (Proposal 5), with Board recommending a three-year interval .
Risk Indicators & Red Flags
- Dual role: Combined CEO/Chairman without a disclosed Lead Independent Director may raise independence concerns; mitigated by independent committees and access provisions .
- Equity dilution: Proposal to expand plan shares to 10,000,000 increases potential dilution, requiring monitoring of grant practices and burn rate .
- Excise tax gross-up: Agreement includes 280G/4999 gross-up, which many investors view as shareholder-unfriendly .
- Hedging policy: Absence of an officer/director hedging policy can undermine alignment .
- Legal proceedings: No adverse legal history disclosed for directors or executive officers in prior 10 years .
Investment Implications
- Alignment: 2025 milestone bonuses and large warrant grant tie significant upside to market cap expansion; 6-month cliff RS grant may create near-term selling pressure around vesting; absence of hedging policy reduces guardrails .
- Retention: Strong severance economics (3x salary+target bonus, benefit continuation) and auto-renewing term materially reduce near-term departure risk; committee discretion on accelerated vesting adds cushion .
- Governance: CEO/Chair dual-role and preferred stock voting control consolidate influence; reliance on independent committees and clawback policy partially mitigates governance risk .
- Dilution watch: Proposed 2019 Plan expansion suggests increased use of equity awards; monitor plan approvals, grant pacing, and dilution metrics over time .
Values marked with * are from S&P Global without document citations.