Joann Jones

About Joann G. Jones

Joann G. Jones, age 61, has served as an independent director of Atlanticus Holdings Corporation since 2021. She is Atlanta Office Managing Partner and a partner at BakerHostetler (since 2016 and June 2015, respectively), with a legal practice focused on real estate development and finance; previously, she was Atlanta Office Managing Partner at McKenna Long & Aldridge (now Dentons) from 2007 to 2015. She holds a bachelor’s degree from Chestnut Hill College and a J.D. from the University of Virginia School of Law .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Ms. Jones is independent under Nasdaq and SEC rules .
• Board/Committee attendance: In 2024, the Board met 4 times; each incumbent director attended at least 75% of Board and applicable committee meetings. Policy requires directors to attend the Annual Meeting; all seven directors attended the 2024 Annual Meeting .
• Executive sessions: Regular executive sessions of independent directors are scheduled .
• Committee assignments and chair roles:
  • Audit Committee: Member (Audit Committee met 5 times in 2024) .
  • Compensation Committee: Chair (committee met 4 times in 2024) .
  • Nominating & Corporate Governance Committee: Not a member (members listed exclude Jones) .
  • Social Impact Committee: Not a member (members listed exclude Jones) .

Fixed Compensation

Notes

• 2024 director cash structure: $50,000 annual fee; $3,000 per Board meeting; $1,500 per committee meeting; chair fees of $25,000 (Audit, Social Impact) and $10,000 (Nominating & Corporate Governance, Compensation). 2025 fees expected to remain the same .

Performance Compensation

• Equity grant cadence: On January 2, 2025, each independent director received 1,150 shares of Common Stock under the Fourth Amended and Restated 2014 Equity Incentive Plan; awards vest in two equal annual installments, subject to plan terms .
• Award types for directors: Restricted stock; no PSUs/options disclosed for directors; directors held restricted stock as of year-end .
• Consultant usage and benchmarking: Compensation Committee did not use a compensation consultant or formal benchmarking; management participates in compensation-setting processes .

Other Directorships & Interlocks

Expertise & Qualifications

• 35+ years in commercial real estate (assemblage, development, financing, leasing, monetizing real property assets), with leadership roles at major law firms .
• Brings strategic insight in legal/regulatory affairs, finance, human capital management, consumer experience to the Board .

Equity Ownership

Governance Assessment

• Strengths and signals:
  • Independent director with deep legal and real estate finance expertise; serves as Compensation Committee Chair and Audit Committee member—key governance roles for pay and financial oversight .
  • Regular executive sessions of independent directors and at least 75% meeting attendance across directors in 2024; all directors attended the 2024 Annual Meeting, supporting engagement .
  • Compensation Committee disclosed no interlocks or insider participation; no related-party relationships requiring disclosure among committee members .
  • Company maintains clawback policies compliant with Dodd-Frank (effective Oct 2, 2023) and a pre-existing recovery policy under SOX 304, strengthening pay-for-performance alignment and recourse .
• Risk indicators and watch items:
  • Highly concentrated ownership and related-party transactions involving the Hanna family (e.g., HBR employee leasing, office sublease, Dove Ventures preferred stock and dividends), elevate conflict-of-interest risk; rigorous Audit Committee oversight is essential. No involvement by Jones disclosed, but system-level exposure persists .
  • Prior material weakness in internal control over financial reporting (cash flow forecast review precision for fair value loans) remediated by Sept 30, 2023—continued vigilance by Audit Committee members, including Jones, remains important .
  • Director compensation governance: Committee does not use independent compensation consultants or formal benchmarking; management participates in setting compensation, which can raise perceived independence concerns in pay oversight if not carefully managed .
  • Hedging policy limits only short sales; broader hedging not proscribed, reducing alignment safeguards versus more conservative policies .

Overall, Jones’s independent status, committee leadership, and attendance support board effectiveness, while Atlanticus’s ownership concentration and related-party ecosystem require sustained oversight to protect minority shareholders. Her modest personal stake and time-based equity grants offer alignment but are not performance-conditioned; clawback frameworks partially mitigate this gap .

Appendix: Director Compensation and Holdings Snapshots