NROM to Re-Elect Executive Chairman Mobley Amidst Concentrated Ownership
Ticker: NROM · Form: DEF 14A · Filed: Aug 29, 2025 · CIK: 709005
Sentiment: neutral
Topics: Corporate Governance, Director Election, Shareholder Meeting, Executive Compensation, Family Business, Proxy Statement, Small Cap
Related Tickers: NROM
TL;DR
**NROM's board is a family affair, and with Paul Mobley's re-election, don't expect any shake-ups; it's business as usual for this tightly controlled micro-cap.**
AI Summary
Noble Roman's, Inc. (NROM) is holding its annual shareholder meeting on September 16, 2025, to re-elect Paul W. Mobley as a Class II director to serve until the 2028 annual meeting. As of August 25, 2025, there were 22,215,512 shares of common stock outstanding, with approximately 200 holders of record. Paul W. Mobley, Executive Chairman and CFO, beneficially owns 15.0% of the common stock, totaling 3,572,702 shares, including 876,667 shares from options, 400,000 from convertible notes, and 350,000 from warrants. A. Scott Mobley, CEO and President, beneficially owns 8.4% or 1,944,578 shares. Corbel Capital Partners SBIC, L.P. holds 9.9999% (2,468,362 shares) and BT Brands, Inc. and Gary Copperud collectively own 8.1% (1,800,823 shares). The Board of Directors, which reduced its size to four members following the death of William Wildman in 2025, unanimously recommends voting 'FOR' Mr. Mobley's re-election. The company estimates proxy solicitation expenses to be $7,500.
Why It Matters
This DEF 14A filing highlights the concentrated ownership and governance structure at Noble Roman's, Inc., with the Mobley family holding significant sway. Paul W. Mobley, at 84, is seeking re-election as a Class II director, Executive Chairman, and CFO, indicating a continuation of long-standing leadership. For investors, this signals stability but also potential challenges to independent oversight, especially given the absence of standing audit, compensation, or nominating committees. The competitive landscape in the restaurant franchising sector demands agile decision-making, and a board without specialized committees might struggle to adapt quickly or address complex issues effectively, potentially impacting long-term shareholder value and employee morale.
Risk Assessment
Risk Level: medium — The risk level is medium due to the highly concentrated ownership and governance structure. Paul W. Mobley and A. Scott Mobley, father and son, collectively own 23.4% of the company's common stock, and Paul W. Mobley, at 84, holds three key positions: Executive Chairman, CFO, and Class II Director. The absence of standing audit, compensation, or nominating committees, with the entire board performing these functions, increases the risk of conflicts of interest and reduces independent oversight, despite two directors being deemed independent.
Analyst Insight
Investors should scrutinize the long-term performance and strategic direction of Noble Roman's, Inc. given the entrenched leadership and lack of specialized board committees. Consider the implications of concentrated family ownership on future innovation and shareholder returns, and evaluate whether the current governance structure adequately protects minority shareholder interests.
Executive Compensation
| Name | Title | Total Compensation |
|---|---|---|
| Paul W. Mobley | Executive Chairman of the Board and Chief Financial Officer | $343,417 |
| A. Scott Mobley | Chief Executive Officer, President and Secretary | $493,910 |
| Troy Branson | Executive Vice President | $243,868 |
Key Numbers
- 22,215,512 — Shares of common stock outstanding (As of August 25, 2025)
- 15.0% — Paul W. Mobley's beneficial ownership (Represents 3,572,702 shares, including options, convertible notes, and warrants)
- 8.4% — A. Scott Mobley's beneficial ownership (Represents 1,944,578 shares, including options)
- 9.9999% — Corbel Capital Partners SBIC, L.P. beneficial ownership (Represents 2,468,362 shares, subject to a warrant blocker)
- 8.1% — BT Brands, Inc. and Gary Copperud beneficial ownership (Represents 1,800,823 shares)
- $7,500 — Estimated proxy solicitation expense (Company will bear this expense)
- 84 — Age of Paul W. Mobley (Executive Chairman, CFO, and Class II Director nominee)
- 4 — Number of directors on the Board (Reduced after the death of William Wildman in 2025)
- 200 — Approximate holders of record (As of August 25, 2025)
- 2028 — Year Class II director term ends (Paul W. Mobley's proposed term if re-elected)
Key Players & Entities
- NOBLE ROMANS INC (company) — Registrant
- Paul W. Mobley (person) — Executive Chairman, Chief Financial Officer, Class II Director nominee
- A. Scott Mobley (person) — Chief Executive Officer, President, Secretary, Class III Director
- Corbel Capital Partners SBIC, L.P. (company) — Beneficial owner of more than 5% of common stock
- BT Brands, Inc. (company) — Beneficial owner of more than 5% of common stock
- Gary Copperud (person) — Beneficial owner associated with BT Brands, Inc.
- Douglas H. Coape-Arnold (person) — Class I Director, independent director
- Marcel Herbst (person) — Class I Director, independent director
- William Wildman (person) — Deceased Class II director
- Sassetti LLC (company) — Independent auditor
FAQ
What is the purpose of Noble Roman's Inc.'s 2025 annual shareholder meeting?
The 2025 annual meeting of shareholders for Noble Roman's, Inc. is primarily to elect one Class II director, Paul W. Mobley, to serve until the 2028 annual meeting of shareholders. Additionally, shareholders will transact any other business properly brought before the meeting.
Who is nominated for re-election to the Noble Roman's Inc. Board of Directors?
Mr. Paul W. Mobley, who currently serves as Executive Chairman of the Board, Chief Financial Officer, and Class II Director, has been nominated for re-election to the Noble Roman's Inc. Board of Directors. The Board of Directors unanimously endorsed his re-election.
What is Paul W. Mobley's beneficial ownership percentage in Noble Roman's Inc.?
Paul W. Mobley beneficially owns 15.0% of Noble Roman's Inc.'s common stock, totaling 3,572,702 shares. This includes 876,667 shares from stock options, 400,000 shares from convertible notes, and 350,000 shares from warrants.
How many shares of common stock were outstanding for Noble Roman's Inc. as of the record date?
As of August 25, 2025, the record date for the annual meeting, there were 22,215,512 shares of Noble Roman's Inc. common stock outstanding. This number is used for calculating voting rights.
Does Noble Roman's Inc. have independent directors on its Board?
Yes, Noble Roman's Inc. has determined that Mr. Douglas H. Coape-Arnold and Mr. Marcel Herbst are independent directors under the New York Stock Exchange definition of independence. Prior to his death, Mr. William Wildman was also considered an independent director.
What is the estimated cost for soliciting proxies for Noble Roman's Inc.'s annual meeting?
Noble Roman's Inc. estimates the entire expense of soliciting proxies for the annual meeting to be $7,500. The company will bear this cost, and directors and officers may solicit proxies without special compensation.
How does Noble Roman's Inc. handle risk management and audit functions?
Noble Roman's Inc.'s entire Board of Directors has responsibility for the oversight of risk management and performs functions ordinarily delegated to an audit committee. The Board discusses material risk exposures with management and has reviewed the company's audited consolidated financial statements for the year ended December 31, 2024.
What is the current size of Noble Roman's Inc.'s Board of Directors?
The current size of Noble Roman's Inc.'s Board of Directors is four directors. This reduction occurred after the death of Class II director William Wildman in 2025.
Who are the other significant beneficial owners of Noble Roman's Inc. common stock?
Besides Paul W. Mobley and A. Scott Mobley, other significant beneficial owners of Noble Roman's Inc. common stock include Corbel Capital Partners SBIC, L.P., holding 9.9999% (2,468,362 shares), and BT Brands, Inc. and Gary Copperud, collectively owning 8.1% (1,800,823 shares).
What is the voting requirement for the election of directors at Noble Roman's Inc.'s annual meeting?
The affirmative vote of the holders of a plurality of the shares present in person or represented by proxy at the meeting and eligible to vote is required for the election of the director nominee, Paul W. Mobley. Abstentions and 'broker non-votes' will not count as votes 'for' or 'against' the nominee.
Risk Factors
- Concentration of Ownership and Potential Influence [medium — financial]: Paul W. Mobley beneficially owns 15.0% of the common stock, and A. Scott Mobley owns 8.4%. Corbel Capital Partners SBIC, L.P. holds 9.9999%, and BT Brands, Inc. and Gary Copperud collectively own 8.1%. This concentration of ownership among a few key holders could lead to significant influence over corporate matters and potential conflicts of interest.
- Dependence on Key Personnel [medium — operational]: The company's leadership structure, with Paul W. Mobley as Executive Chairman and CFO, and A. Scott Mobley as CEO, President, and Secretary, indicates a strong reliance on these individuals. The recent reduction in the Board size to four members following a director's death may further concentrate decision-making power.
- Warrant Blocker Impact on Corbel Capital Partners [low — financial]: Corbel Capital Partners SBIC, L.P.'s ownership is capped at 9.9999% due to a 'Warrant Blocker' agreement, limiting their potential to increase their stake through warrant exercise. This arrangement affects their full potential investment and influence.
Industry Context
Noble Roman's, Inc. operates within the restaurant industry, specifically focusing on pizza and casual dining. The industry is highly competitive, characterized by numerous national chains, regional players, and independent establishments. Key trends include a growing demand for delivery and takeout services, evolving consumer preferences for healthier options, and the impact of technology on ordering and customer engagement. Profitability often depends on efficient operations, supply chain management, and effective marketing to attract and retain customers.
Regulatory Implications
As a publicly traded company, Noble Roman's, Inc. is subject to SEC regulations, including timely filing of disclosures like this DEF 14A. Compliance with corporate governance rules, executive compensation disclosure requirements, and securities laws is paramount. Any misstatements or omissions in these filings can lead to investigations, fines, and reputational damage.
What Investors Should Do
- Review Director Nominee Qualifications
- Monitor Shareholder Influence
- Evaluate Executive Compensation Structure
Key Dates
- 2025-09-16: Annual Shareholder Meeting — Shareholders will vote on the re-election of Paul W. Mobley as a Class II director.
- 2025-08-25: Record Date for Shareholder Meeting — Established the number of outstanding shares (22,215,512) and holders of record (approx. 200) for voting purposes.
- 2025-07-25: Corbel Capital Partners SBIC, L.P. Schedule 13G Amendment Filing — Provided updated information on beneficial ownership and the 'Warrant Blocker' agreement.
Glossary
- DEF 14A
- A proxy statement filed by a company with the U.S. Securities and Exchange Commission (SEC) when soliciting proxies from shareholders for an annual or special meeting of shareholders. (This document contains critical information about the upcoming shareholder meeting, director nominations, executive compensation, and security ownership.)
- Beneficial Ownership
- The ownership of a security where the holder has or shares the power to vote or sell the security, even if the security is not registered in their name. (This is key to understanding who has control and influence over the company's stock, as detailed in the 'Security Ownership' section.)
- Class II Director
- A director whose term of office expires in a particular year, typically as part of a staggered board structure where directors are elected for multi-year terms. (Paul W. Mobley is nominated for re-election as a Class II director, with his term ending in 2028 if re-elected.)
- Warrant Blocker
- A contractual provision that limits the number of shares a warrant holder can acquire, often to maintain a specific ownership percentage below a certain threshold (e.g., 10%). (This provision affects Corbel Capital Partners SBIC, L.P.'s potential ownership and influence, capping their exercisable warrants at 9.9999% of outstanding shares.)
- Grant Date Fair Value
- The estimated market value of stock options on the date they are granted to an employee or executive. (This is how stock option awards are valued in the Summary Compensation Table, representing a component of executive compensation.)
Year-Over-Year Comparison
This filing focuses on the upcoming annual meeting and director re-election, providing updated beneficial ownership information as of August 25, 2025. While the DEF 14A itself doesn't directly compare financial metrics year-over-year, the executive compensation tables show salary increases for A. Scott Mobley and Troy Branson from 2023 to 2024, alongside the introduction of stock option awards in 2024 for all named executives. The reduction in the Board size to four members is a notable structural change mentioned.
Filing Stats: 4,763 words · 19 min read · ~16 pages · Grade level 10.8 · Accepted 2025-08-29 13:18:10
Key Financial Figures
- $7,500 — citing proxies, which we estimate to be $7,500. Proxies will be solicited by mail init
- $40 million — he 1544 room Hilton Chicago, overseeing $40 million in annual food and beverage revenue. Mr
Filing Documents
- nrom_def14a.htm (DEF 14A) — 203KB
- nrom_def14aimg10.jpg (GRAPHIC) — 1KB
- nrom_def14aimg11.jpg (GRAPHIC) — 2KB
- nrom_def14aimg13.jpg (GRAPHIC) — 1KB
- nrom_def14aimg7.jpg (GRAPHIC) — 5KB
- nrom_def14aimg8.jpg (GRAPHIC) — 1KB
- nrom_def14aimg9.jpg (GRAPHIC) — 1KB
- 0001654954-25-010186.txt ( ) — 220KB
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT As of August 25, 2025, there were 22,215,512 shares of the Company's common stock outstanding. The following table sets forth the amount and percentage of the Company's common stock beneficially owned on August 25, 2025, including shares that may be acquired by the exercise of options, by: (A) each director and named executive officer individually; (B) each beneficial owner of more than 5% of the Company's outstanding common stock known to the Company; and (C) all executive officers and directors as a group. Name of Beneficial Owner Number of Shares Beneficially Owned (1) Percent of Common Stock(2) Corbel Capital Partners SBIC, L.P. 2,468,362 (3) 9.9999 % Paul W. Mobley 3,572,702 (4) 15.0 A. Scott Mobley 1,944,578 (5) 8.4 Douglas H. Coape-Arnold 325,0 (6) 1.4 Marcel Herbst 350,000 (7) 1.6 Troy Branson 417,500 (8) 1.8 BT Brands, Inc. and Gary Copperud 1,800,823 (9) 8.1 All executive officers and directors as a group (5 persons) 6,609,780 25.6 % (1) All shares owned directly with sole investment and voting power, unless otherwise noted. (2) The percentage calculations are based upon 22,215,512 shares of the Company's common stock issued and outstanding as of the most recent practicable date and, for each officer or director of the group, the number of shares subject to options, warrants or conversion rights exercisable within 60 days of August 25, 2025. (3) According to the information provided to the Company in an amendment to Schedule 13G, filed with the Securities and Exchange Commission (the "SEC") on July 25, 2025, Corbel Capital Partners, SBIC L.P. and affiliates beneficially own, by exercising all of their outstanding warrants, up to 3,000,000 of the outstanding shares of common stock. However, Corbel agreed that only warrants for up to 9.99999% of the outstanding shares of common stock are exercisable (the "Warrant Blocker"). The beneficial owne
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION Summary Compensation Table for 2023 and 2024 The following table sets forth the cash and non-cash compensation awarded to or earned by the Executive Chairman of the Board and Chief Financial Officer, the Chief Executive Officer, President and Secretary and the one other highest paid executive officer of the Company. Name and Principal Position(s) Year Salary Non-Equity Incentive Compensation Option Awards (1) Total Compensation Paul W. Mobley 2024 $ 330,750 $ - $ 12,667 $ 343,417 Executive Chairman of the Board and Chief Financial Officer 2023 $ 330,750 $ - $ - $ 330,750 A. Scott Mobley 2024 $ 485,043 $ - $ 8,867 $ 493,910 Chief Executive Officer, President and Secretary 2023 $ 484,976 $ - $ - $ 484,976 Troy Branson 2024 $ 240,668 $ - $ 3,200 $ 243,868 Executive Vice President 2023 $ 202,472 $ - $ - $ 202,472 (1) These amounts represent the grant date fair value of the option awards. See "—Equity Incentive Awards" for information regarding valuation of stock option grants. 10 Equity Incentive Awards The Company maintains an employee stock option plan for our employees, officers and directors that is designed to motivate them to increase shareholder value. Any employee, officer or director of the Company is eligible to be awarded options under the plan. The employee stock option plan provides that any options issued pursuant to the plan for non-director employees will have a three-year vesting period and for director employees will vest one-third each year and both will expire ten years after the date of grant. The vesting period is intended to provide incentive for longevity with the Company. Awards under the plan are periodically made at the recommendation of the Executive Chairman/Chief Financial Officer and President/Chief Executive Officer, and then approved by the Board of Directors. The employee stock option plan does not have a limit on the number of shares