Jon Pepper

About Jon Pepper

Jon Pepper (age 74) is an independent director of USBC, serving on the Board since April 2006. He founded Pepcom, a leading producer of press-only technology showcase events, and earlier created the DigitalFocus newsletter; his journalism on technology appeared in major outlets including The New York Times and Fortune. Pepper studied at Union College (Schenectady, NY) and the Royal Academy of Fine Arts (Copenhagen). The Board cites his deep marketing expertise with technology companies as core credentials .

Past Roles

External Roles

Board Governance

• Independence status: Independent director under NYSE American rules .
• Committee assignments:
  • Audit Committee – Chair ; Audit Committee Report signed by Pepper as Chairman
  • Compensation Committee – Member (Chair: William A. Owens)
  • Nominating & Corporate Governance Committee – Member (Chair: Linda Jenkinson)
• Attendance and engagement:
  • In the last fiscal year, the Board met 3 times and acted by written consent 13 times; each director attended at least 75% of the aggregate Board and committee meetings on which they served .
  • Directors are expected to attend annual meetings; all directors at the time attended the virtual 2024 annual meeting .
• Board leadership and control:
  • Combined CEO/Chairman roles (Robert Gregory Kidd); no Lead Independent Director .
  • Controlled company: Goldeneye 1995 LLC holds a majority of voting power; as a result, USBC relies on “controlled company” exemptions (e.g., nominating/governance committee not entirely independent) .
• Audit Committee activity: Audit Committee met 4 times in the last fiscal year .

Fixed Compensation

Director compensation structure emphasizes equity with a modest cash retainer.

Notes:

• Non-employee directors are primarily compensated via stock option grants and stock grants, plus a $10,000 cash retainer .
• Pepper received 3,375 common shares valued at $57,750 and options for 12,500 shares valued at $130,321 during FY 2024; he also received $10,000 in cash for board service .

Performance Compensation

• No performance-conditioned equity (e.g., PSUs/TSR-based awards) is disclosed for directors; director equity is described as stock awards and option grants without specified performance metrics .
• While the 2021 Equity Incentive Plan permits performance criteria at the plan level, the proxy does not indicate that director awards are tied to such metrics .

Other Directorships & Interlocks

Expertise & Qualifications

• Marketing and technology sector expertise through founding and leading Pepcom; extensive tech media background; Board explicitly cites “marketing skills with technology companies” as his qualification .
• Audit Committee leadership (Chair) indicates governance involvement, though Audit Committee Financial Expert designation is assigned to William A. Owens (not Pepper) -.

Equity Ownership

Notes:

• “*” denotes less than 1% .
• Anti-hedging and anti-pledging policy prohibits hedging and limits pledging to 25% of owned shares; no Pepper-specific pledging disclosed .

Say-on-Pay & Shareholder Feedback

• 2025 Annual Meeting results (September 29, 2025):
  • Board nominees were elected; Pepper received 364,972,767 “For” and 152,848 “Withheld” votes (3,088,660 broker non-votes) .
  • Ratification of BPM LLP as auditor approved (368,066,018 For; 140,578 Against; 7,679 Withheld) .
  • Amended and Restated 2021 Equity Incentive Plan approved (362,712,024 For; 2,393,933 Against; 19,658 Withheld) .
• No separate say-on-pay proposal is disclosed for 2025 in the provided filings -.

Related Party Transactions (Conflicts Check)

• Significant related-party transactions disclosed involve other parties (e.g., Clayton A. Struve; Ronald P. Erickson/J3E2A2Z; Goldeneye 1995 LLC/Robert Gregory Kidd; ipCapital Group/John Cronin). No related-party transactions are disclosed involving Jon Pepper -.

Additional Governance Signals

• Controlled company status and combined CEO/Chairman structure; no Lead Independent Director .
• The Amended & Restated 2021 Plan explicitly permits option repricing (“Exchange Program”) and was approved by shareholders on Sept 29, 2025 -.
• Following approval, the Board repriced certain options on Oct 7, 2025 (from $2.45 to $1.10) and issued new grants to executives and a director (Vice Chair Linda Jenkinson). The Form 8-K does not list Pepper among repriced/new grant recipients in the tabular disclosure, though the action covered “certain … directors” broadly .
• USBC adopted a Dodd-Frank clawback policy in 2023 covering executive incentive compensation upon restatements (positive governance element) .

Governance Assessment

• Strengths:
  • Long-tenured independent director with deep technology marketing experience; leads the Audit Committee, which met four times; Audit Committee report signed by Pepper as Chair -.
  • High director election support in 2025; strong shareholder approval for equity plan amendments .
  • Anti-hedging policy and pledging limits; existence of clawback policy .
• Watch items / RED FLAGS:
  • Controlled company using governance exemptions; combined CEO/Chair without a Lead Independent Director reduces counterbalance to management .
  • Equity plan enables repricing and exchanges; Board executed a broad option repricing in Oct 2025. While intended for retention, frequent or broad repricings can be shareholder-unfriendly if misused .
  • Beneficial ownership table for Pepper contains an internal inconsistency between table shares and footnote composition; seek clarification in future filings .

Overall, Pepper’s audit leadership and independence support board oversight. The controlled-company structure and option repricing authority elevate governance risk; continued transparency on director equity practices and meeting attendance will be important to sustain investor confidence.

Appendix – Key Tables

Committee Assignments and Governance

2025 Annual Meeting Vote Outcomes

Director Compensation (FY ended Sept 30, 2024)

Beneficial Ownership (as of Aug 18, 2025)

Citations: - - - - -