Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements with Certain Officers
Effective April 17, 2023, the Board of Directors of The Marygold Companies, Inc.
(the "Company") have accepted the resignation of Kathryn D. Rooney and appointed
James S. Alexander and Stuart P. Crumbaugh to fill vacancies on the Company's
Board of Directors.
On March 20, 2023, the Board of Directors of the Company approved appointing
James S. Alexander to the Board of Directors with the appointment effective
April 17, 2023, to fill a vacancy on the Board of Directors.
The Nominating Committee of the Board of Directors, in accordance with the
Company's Nominating and Corporate Governance Committee Charter, met and
nominated Mr. Alexander after a review of available candidates, their respective
backgrounds, relevant experience and professional and personal reputations. The
Nominating Committee formally approved and recommended that James S. Alexander
be appointed to serve on the Board of Directors as an Independent Director
according to NYSE Guidelines, until the next election of directors by the
stockholders and until the due election and qualification of his successor.
Mr. Alexander has not yet been appointed to serve on any Committee of the Board
of Directors of the Company.
Mr. Alexander will be compensated the same as other Independent Directors of the
Company, with such compensation to be, on a per annum basis, the combination of:
(i) $24,000 in cash and (ii) shares of the Company's common stock with a market
value of $5,000 as of the date of the grant.
There are no arrangements or understandings between Mr. Alexander and any other
person pursuant to which Mr. Alexander was selected as a director of the
Company.
James Alexander has held executive and senior sales roles within the Capital
Markets Division of Money Center and Regional Banks for the last 30 years. He
served as Senior Director at Key Banc Capital Markets from 2015-2023 and was
responsible for growing the firm's corporate bond credit business as well as
expanding its entry into the Structure Product (MBS) Trading sector with new
tier one client relationships. Prior to joining Key Banc, Mr. Alexander was a
Director in the Capital Markets Division at Wells Fargo Securities and a
Principal in the Capital Markets Division at Bank of America Securities. Mr.
Alexander is a respected leader with deep industry knowledge that has enabled
him to evaluate and act upon market opportunities and navigate changing economic
cycles. Mr. Alexander is also a cultural innovator and community leader as he
was a co-founder of All Jokes Aside Comedy Club in Chicago which became one of
the most influential entertainment destinations in the country devoted to
comedians of color. He also dedicates his time to improving the lives of young
people through education by serving on the Board of Directors of The Edward G.
Irvin Foundation, where he has served as Chairman of the Scholarship Committee
for the last twelve years. Mr. Alexander graduated with a Bachelor of Arts
degree in Marketing from Morehouse College and earned a Masters of Business
Administration degree in Finance from Northwestern University, Kellogg School of
Management.
There are no arrangements or understandings between Mr. Crumbaugh and any other
person pursuant to which Mr. Crumbaugh was selected as a director of the
Company.
Stuart P. Crumbaugh is the Chief Financial Officer of The Marygold Companies,
Inc., (the "Company"), the parent of USCF Investments, Inc. ("USCF Investments")
(formerly Wainwright Holdings, Inc.) since December 2017. Mr. Crumbaugh is also
the Treasurer and a member of the Board of Directors of Marygold & Co., a
subsidiary of the Company, since November 2019. Mr. Crumbaugh has been a
Management Director of United States Commodity Funds, LLC ("USCF") since April
2023 and Chief Financial Officer, Secretary and Treasurer of USCF since May
2015. In addition, Mr. Crumbaugh has served as a director of USCF Investments,
the parent and sole member of USCF, since December 2016. Mr. Crumbaugh has been
a principal of USCF listed with the CFTC and NFA since July 1, 2015, and as of
January 2017, he is a principal of USCF Advisers. USCF Advisers, an affiliate of
USCF, is an investment adviser registered under the Investment Advisers Act of
1940, and, as of February 2017, is registered as a commodity pool operator, NFA
member and swap firm. Since June 2015, Mr. Crumbaugh has been the Treasurer and
Secretary of USCF Advisers. He has served as a Management Trustee, Chief
Financial Officer and Treasurer of (1) USCF ETF Trust since May 2015 and (2)
USCF Mutual Funds Trust since October 2016. Mr. Crumbaugh joined USCF as the
Assistant Chief Financial Officer on April 6, 2015. Prior to joining USCF, Mr.
Crumbaugh was the Vice President Finance and Chief Financial Officer of Sikka
Software Corporation, a software service healthcare company providing
optimization software and data solutions from April 2014 to April 6, 2015. Mr.
Crumbaugh served as a consultant providing technical accounting, IPO readiness
and M&A consulting services to various early-stage companies with the Connor
Group, a technical accounting consulting firm, for the periods of January 2014
through March 2014; October 2012 through November 2012; and January 2011 through
February 2011. From December 2012 through December 2013, Mr. Crumbaugh was Vice
President, Corporate Controller and Treasurer of Auction.com, LLC, a residential
and commercial real estate online auction company. From March 2011 through
September 2012, Mr. Crumbaugh was Chief Financial Officer of IP Infusion Inc., a
technology company providing network routing and switching software enabling
software-defined networking solutions for major mobile carriers and network
infrastructure providers. Mr. Crumbaugh earned a Bachelor of Arts in Accounting
and Business Administration from Michigan State University in 1987 and is a
Certified Public Accountant - Michigan (inactive).
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
99.1 Press release dated April 17, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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