James K. Sims
About James K. Sims
James K. Sims, age 78, is Chair of Airgain’s Board and an independent director (Class I) who has served on the Board since November 2003; he was interim CEO from May 2018–March 2019 and CEO from March–August 2019, underscoring deep company knowledge and continuity . He is currently deemed independent under Nasdaq rules, and the Board is led by Sims as Chair with regular executive sessions of independent directors . His background includes founding and leading multiple technology and consulting firms and serving on public and private boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Airgain, Inc. | Chair of the Board | Nov 2003–present | Board leadership; continuity; prior interim CEO (May 2018–Mar 2019) and CEO (Mar–Aug 2019) |
| GEN3 Partners | Chair and CEO | Since 1999 | Technology consulting; long-term operating leadership |
| GEN3 Capital, LLP | Managing Partner | Since 2005 | Affiliated private equity fund leadership |
| Silicon Valley Data Capital | Founding Partner | Founded 2017 | Early-stage/tech investing; ecosystem connectivity |
| Silicon Valley Data Science | Founder; Chair | Founded 2012 | Data/analytics leadership; current Chair |
| Cambridge Technology Partners | Founder; CEO | Founded 1991 | Consulting scale-up; CEO experience |
| Concurrent Computer Corporation | Founder | — | Computing systems; founder credentials |
External Roles
| Organization | Role | Category | Notes |
|---|---|---|---|
| GBank Financial Holdings Inc. (OTCQX: GBFH) | Director | Public company | Current public board service |
| Connections 365, Inc. | Director | Private | Private company board |
| Bright Volt, Inc. | Director | Private | Private company board |
| Merritt Hotel | Director | Private | Private company board |
Board Governance
| Attribute | Detail |
|---|---|
| Board classification | Classified board; Sims is Class I (term to 2026 annual meeting) |
| Independence | Independent under Nasdaq standards (all directors except CEO Suen) |
| Board leadership | Sims serves as Chair; independent director executive sessions held regularly |
| Committees (Sims) | Compensation Committee member; not on Audit or Nominating |
| Committee meetings in 2024 | Audit: 4; Compensation: 2; Nominating: 3 |
| Board meetings in 2024 | 6 meetings; each director attended at least 88% of applicable meetings |
| Annual meeting attendance | 5 directors attended the 2024 annual meeting |
| Insider trading & alignment policies | Hedging and pledging prohibited for directors and employees |
Fixed Compensation
| Component (2024 actual) | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $63,800 |
| Option awards (grant-date fair value) | $55,832 |
| Stock awards (grant-date fair value) | $55,941 |
| Total | $175,573 |
| Non-Employee Director Compensation Policy (Cash) | Amount (USD) |
|---|---|
| Annual retainer – Chair of the Board | $58,500 |
| Annual retainer – Non-employee director | $32,000 |
| Committee chair additional retainer – Audit | $16,000 |
| Committee chair additional retainer – Compensation | $10,600 |
| Committee chair additional retainer – Nominating & Governance | $8,000 |
| Committee member additional retainer – Audit | $8,000 |
| Committee member additional retainer – Compensation | $5,300 |
| Committee member additional retainer – Nominating & Governance | $4,000 |
Performance Compensation
| Equity Component | Policy Value | Vesting | Change-in-Control Terms |
|---|---|---|---|
| Initial option grant (new director) | $50,000 (Black-Scholes) | 3 annual installments | Vests in full immediately prior to change in control |
| Initial RSU grant (new director) | $50,000 ÷ 30-day trailing avg price | 3 annual installments | Vests in full immediately prior to change in control |
| Annual option grant | $30,000 (Chair: $45,000) (Black-Scholes) | 1-year cliff | Vests in full immediately prior to change in control |
| Annual RSU grant | $30,000 ÷ 30-day trailing avg price (Chair: $45,000 ÷ avg price) | 1-year cliff | Vests in full immediately prior to change in control |
| Sims’ Outstanding Director Equity (Dec 31, 2024) | Count |
|---|---|
| Options outstanding | 355,839 |
| Restricted Stock Units outstanding | 12,571 |
Note: Airgain maintains director stock ownership guidelines requiring holdings of at least 3× annual retainer, with compliance required within 3 years for new directors .
Other Directorships & Interlocks
| Interlock/Overlap | Evidence | Potential Governance Implication |
|---|---|---|
| GEN3 Partners: Sims is Chair/CEO; Toscanini (Airgain director) is GEN3 Partners CFO | Sims roles at GEN3 Partners ; Toscanini CFO at GEN3 Partners | Cross-affiliation among two Airgain directors; monitor for any related-party transactions; audit committee reviews and must approve related-party dealings per policy |
Expertise & Qualifications
- Founder/CEO track record in technology and consulting (Cambridge Technology Partners; Concurrent Computer; GEN3 Partners; Silicon Valley Data Science) providing strategic oversight, operating discipline, and networked industry access .
- Extensive board experience across public and private companies; currently on GBFH public board and several private boards .
Equity Ownership
| As of Record Date (April 14, 2025) | Shares | % of Outstanding |
|---|---|---|
| Total beneficial ownership – Sims | 737,929 | 6.1% |
| Options exercisable within 60 days included in beneficial ownership | 355,838 | — |
| RSUs with deferred issuance included in beneficial ownership | 12,571 | — |
| Shares outstanding (for context) | 11,794,084 | — |
Insider policy prohibits pledging and hedging of company stock; no pledging disclosed for Sims .
Insider Trades (Form 4 excerpts)
| Date | Type | Shares | Price | Report Link |
|---|---|---|---|---|
| 2025-05-21 | Option exercise | 32,370 | $1.60 (exercise price) | http://pdf.secdatabase.com/1695/0000950170-25-076036.pdf |
| 2025-02-01 | Option award | 11,909 | — | https://www.marketbeat.com/stocks/NASDAQ/AIRG/sec-filings/ (Form 4 link “0000950170-25-014020”) |
| 2024-12-04 | Gift | 11,661 | — | https://www.secform4.com/insider-trading/AIRG.htm |
| 2024-04-29 | Option exercise | 4,000 | $0 (non-cash notation in filing) | https://www.secform4.com/insider-trading/AIRG.htm |
| 2025-10-01 | Option award | 3,734 | — | https://whalewisdom.com/filing/sims-james-k-4-2025-10-03-212026-0400-airg |
Source aggregation pages: https://www.secform4.com/insider-trading/AIRG.htm; http://pdf.secdatabase.com/1695/0000950170-25-076036.pdf; https://www.marketbeat.com/stocks/NASDAQ/AIRG/sec-filings/; https://whalewisdom.com/filing/sims-james-k-4-2025-10-03-212026-0400-airg.
Insider trading policy prohibits hedging/pledging by directors .
Governance Assessment
- Board effectiveness: Sims provides long-tenured leadership and institutional knowledge as Chair, with independent director executive sessions and at least 88% attendance in 2024—a positive engagement signal .
- Committee roles: As a Compensation Committee member (not chair), Sims participates in pay oversight; interlocks and insider participation disclosures confirm he was not on the committee during prior periods when he served as CEO, reducing conflict risk .
- Alignment and incentives: Significant personal stake (6.1%) supports shareholder alignment; director equity awards are time-based with full acceleration upon change in control (single-trigger), which some investors may view as a red flag due to potential misalignment in M&A scenarios .
- Conflicts/related party: A notable interlock exists via GEN3 Partners with another Airgain director (Toscanini) serving there as CFO; while no related-party transactions are disclosed in the proxy, audit committee oversight and the company’s related-party policy mitigate risk—continue monitoring .
- Structural considerations: Airgain’s classified board is defended by the company for long-term focus and takeover defense; investors often debate entrenchment risk vs stability—context for governance quality assessments .
- Shareholder alignment policies: Hedging/pledging bans and director ownership guidelines (≥3× retainer) are positive governance features; compliance status for Sims is not specifically disclosed but his holdings are substantial .