Jamil Tahir
About Jamil Tahir
Jamil Tahir, age 48, has served as an AudioEye director since November 2019 and as Lead Independent Director since July 2020; he is Managing Member of TurnMark Capital LLC (co-founded in 2008) with 25+ years of public stock and bond investing, and prior roles at Cannell Capital and Salomon Smith Barney . He holds a B.S. in Business Administration and a B.A. in Economics from the University of California, Berkeley . The Board has determined he is independent under Nasdaq rules and he has been designated an Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TurnMark Capital LLC | Managing Member | 2008–present | Private investment firm co-founded by Tahir; 25+ years investing experience underpinning financial oversight |
| Cannell Capital LLC | Managed research team | Not disclosed | Asset management experience supports audit/compliance oversight |
| Salomon Smith Barney (Financial Entrepreneurs Group) | Investment banking analyst | Not disclosed | Transaction analysis and financial markets expertise |
External Roles
- No other current public company directorships disclosed for Tahir .
Board Governance
| Committee | Membership | Chair Role | Meetings in 2024 | Independence / Qualification |
|---|---|---|---|---|
| Audit Committee | Member | Chair | 4 | Independent; qualifies as “audit committee financial expert” |
| Compensation Committee | Member | Chair | 2 | Independent |
| Nominating & Corporate Governance Committee | Member | — | 1 | Independent |
- Lead Independent Director responsibilities include presiding over executive sessions and serving as liaison among independent directors, the Chair, and the CEO; the Board holds executive sessions no less than twice per year .
- Board held six meetings in 2024; each director attended at least 75% of Board and committee meetings on which they served .
- Tahir helped identify James Hawkins, who, after Nominating & Governance evaluation, was elected to the Board on March 3, 2025—an indicator of engagement in board refreshment .
Fixed Compensation
| Component | Amount (2024) | Structure | Vesting | Settlement |
|---|---|---|---|---|
| Fees earned/paid in cash | $0 | Equity-only program for non-employee directors | N/A | N/A |
| Annual RSU grant | 8,500 RSUs (5,667 director + 2,833 Lead Independent) | Granted at annual meeting | Vests on earlier of 1 year after grant or immediately prior to next annual meeting | Settles at earliest of 7th anniversary, change in control, or year following death |
| Quarterly RSUs (aggregate) | 5,600 RSUs | 667 RSUs to all directors + 333 RSUs for Lead Independent + 200 RSUs per quarter per committee chair (Tahir chairs Audit and Compensation → total 1,400 per quarter) | Vests on grant date | Settles at earliest of 3rd anniversary, change in control, or year following death |
| Total stock awards (grant date fair value) | $282,538 | FASB ASC 718 valuation | As above | As above |
The director compensation program is exclusively equity-based via RSUs; directors joining mid-period receive prorated grants .
Performance Compensation
- No performance-based director equity (e.g., PSUs/options) disclosed for non-employee directors; program consists of time-based RSUs only .
Other Directorships & Interlocks
| Entity | Role/Context | Notes |
|---|---|---|
| Sero Capital LLC (significant stockholder) | Director designation rights | In 2019, Sero Capital exercised rights to designate two directors; Messrs. Moradi and Tahir were initially appointed under this arrangement. Although Sero did not designate candidates in 2025, the Board nominated both for re-election—signal of historical major shareholder influence in board composition . |
| TurnMark Partners, L.P. | Beneficial owner | Investment partnership beneficially owned by Tahir; holds 195,000 AEYE shares . |
Expertise & Qualifications
- Lead Independent Director since July 2020; serves as liaison and presides over independent director sessions .
- Audit Committee financial expert designation based on extensive investing, asset management, and banking experience .
- Education: B.S. in Business Administration and B.A. in Economics, University of California, Berkeley .
- Background: Managing Member at TurnMark Capital; prior roles at Cannell Capital (research) and Salomon Smith Barney (investment banking), reflecting strong financial markets expertise .
- Board refreshment: Identified James Hawkins, who joined the Board March 3, 2025 after committee evaluation .
Equity Ownership
| Ownership Category | Shares | Notes |
|---|---|---|
| Direct holdings | 8,935 | Shares held by Tahir personally |
| Indirect holdings (TurnMark Partners, L.P.) | 195,000 | Beneficially owned via investment partnership |
| RSUs scheduled to settle within 60 days (as of Mar 27, 2025) | 3,254 | Included in beneficial ownership per Rule 13d-3(d) |
| Vested but not yet settled RSUs (as of Dec 31, 2024) | 102,972 | Deferred settlement per director program |
| Unvested RSUs (as of Dec 31, 2024) | 8,500 | Annual non-employee + Lead Independent grants |
| Total beneficial ownership | 207,189 | 1.7% of outstanding shares |
| Shares outstanding (Record Date) | 12,426,539 | Used for ownership percentage |
Governance Assessment
-
Strengths
- Independent director; Lead Independent since 2020; chairs both Audit and Compensation Committees; designated audit financial expert—strong governance and financial oversight credentials .
- Equity-only director pay and meaningful beneficial ownership (~1.7%) enhance alignment with shareholders; quarterly and annual RSU structures defer settlement, promoting long-term orientation .
- Executive sessions held at least twice annually; each director attended ≥75% of Board/committee meetings in 2024, indicating baseline engagement .
- No related party transactions required to be disclosed in 2025 proxy—reduces conflict risk .
- Say-on-Pay support ~99% in 2024 suggests investor confidence in compensation governance broadly .
-
Risks and Red Flags
- Historical appointment linked to Sero Capital’s director designation rights (major shareholder influence); although independence is affirmed, this interlock warrants continued monitoring of board autonomy .
- RED FLAG: Section 16(a) compliance—Form 4 filings for annual RSU grants (including Tahir’s) were filed late in 2024, indicating a minor but notable reporting lapse .
- Committee workload concentration: Tahir chairs both Audit (4 meetings in 2024) and Compensation (2 meetings in 2024), plus serves on Nominating (1 meeting in 2024); ensure adequate time and resources to sustain oversight quality .
- Deferred RSU settlement mechanics mean significant vested-but-unsettled balances; while aligned long-term, lack of immediate settlement could complicate transparency of current equity stakes .
Lead Independent Director role continuity is affirmed; Mr. Moradi to become Board Chair post-2025 annual meeting, with Tahir continuing as Lead Independent—maintaining independent oversight structure .