Investors want to know the people running the show. That’s why we always include a brief biography of the principals in a securities disclosure document, whether a Form C, a Private Placement Memorandum, or an Offering Statement. In Regulation A offerings, for example, companies must:
Give a brief account of the business experience during the past five years of each director, executive officer, person nominated or chosen to become a director or executive officer, and each significant employee, including his or her principal occupations and employment during that period and the name and principal business of any corporation or other organization in which such occupations and employment were carried on. When an executive. officer or significant employee has been employed by the issuer for less than five years, a brief explanation must be included as to the nature of the responsibilities undertaken by the individual in prior positions to provide adequate disclosure of this prior business experience. What is required is information relating to the level of the employee’s professional competence, which may include, depending upon the circumstances, such specific information as the size of the operation supervised.
Note the italicized language: “What is required is information relating to the level of the employee’s professional competence. . . .” I point that out because to often we see business biographies like this:
John Smith is a visionary leader with an unwavering commitment to excellence, known for his dynamic approach to seizing opportunities and delivering unparalleled value. With a forward-thinking mindset and a passion for innovation, he leverages his far-reaching vision to create transformative strategies that align with stakeholder interests. His results-oriented leadership style empowers teams, drives growth, and positions the company for long-term success in a rapidly evolving market landscape. Outside of his professional achievements, Mr. Smith enjoys spending time with his [fourth] wife and three children, traveling to exotic destinations, and pursuing hobbies such as gourmet cooking, marathon running, and landscape photography.
Alas, that has nothing to do with Mr. Smith’s professional competence.
Mr. Smith’s biography should look more like this:
John Smith has more than 25 years of experience in the logistics and supply chain sector, with a track record of leading operational growth and efficiency in both privately held and publicly traded companies. From 2012 to 2021, he served as Chief Operating Officer of MidAtlantic Freight Systems, where he managed a network of five regional distribution centers, implemented a company-wide warehouse automation initiative that reduced order fulfillment times by 30%, and oversaw a workforce of more than 300 employees.
Before that, Mr. Smith was Director of Business Development at Eastern Transport Group, where he negotiated long-term contracts with Fortune 500 clients and led market expansion into three new states, increasing annual revenue by 45% over four years. Earlier in his career, he held senior operations roles at Interstate Logistics and Northstar Supply Chain Solutions, where he specialized in integrating newly acquired facilities and standardizing operational processes across multiple regions.
Mr. Smith holds a B.S. in Business Administration from Rutgers University and an MBA from Temple University’s Fox School of Business. He has extensive experience in vendor contract negotiations, ERP system implementation, transportation network optimization, and capital project management. Over the course of his career, he has built a reputation for data-driven decision-making, disciplined cost control, and the ability to align operational capabilities with long-term strategic goals.
That’s much more useful to investors. And it’s much more impressive, isn’t it?
Questions? Let me know.
Markley S. Roderick
Lex Nova Law
10 East Stow Road, Suite 250, Marlton, NJ 08053
P: 856.382.8402 | E: mroderick@lexnovalaw.com