James C. Hale
About James C. Hale
Independent director since 2014 (age 73) with deep audit and fintech expertise; designated Audit Committee Financial Expert. Founder of FTV Capital; former senior managing partner at BancAmerica Securities/Montgomery Securities, where he founded the financial services corporate finance practice. Education: B.S. in Finance & Accounting (UC Berkeley), MBA (Harvard), CPA (inactive). Elected independent Chair of the Board effective May 21, 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FTV Capital (FTVentures) | Founder, Managing General Partner/CEO; later Founding Partner & Advisor | 1998–present | Built leading fintech investment platform, global partner network. |
| BancAmerica Securities (formerly Montgomery Securities) | Senior Managing Partner; founded Financial Services corporate finance practice | — | Led M&A and ECM for major financial institutions; co-founded Montgomery Financial Fund. |
| Columbus Strategic Advisors, LLC | Founder & Advisor | 2011–present | Strategic advisor to growth companies and consultancies. |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| Western & Southern Insurance Company | Director | — | Insurance oversight (board member). |
| ACI Worldwide (NASDAQ: ACIW) | Director (former); Committee member (Audit/Comp) | 2015–2024 | Audit committee member; independent director. |
| Mitek Systems (NASDAQ: MITK) | Director (former); Audit Committee Chair | —–Mar 2025 | Audit leadership; compensation committee service. |
| Official Payments Holdings (NASDAQ: OPAY) | Chairman of the Board; Audit Committee Chair (former) | — | Payments company governance leadership. |
| ExlService Holdings (NASDAQ: EXLS) | Director; Audit Committee Chair (former) | — | BPO oversight and audit leadership. |
| State Bank of India (California) | Director (former) | — | U.S. subsidiary bank oversight. |
Board Governance
- Independence: Independent per Nasdaq rules; CEO Timothy D. Myers is the only non-independent director.
- Committee service (2024): Audit (member; prior Chair through Feb 2024), Compensation (member), Nominating & Governance (member).
- Attendance/engagement: All directors standing for re‑election attended ≥75% of Board and committee meetings; Audit (8 meetings), Compensation (9), Nominating & Governance (4). Hale attended the 2024 Annual Meeting (all directors except Ms. Watson).
- Chair transition: Elected independent Board Chair effective May 21, 2025, succeeding William H. McDevitt.
Fixed Compensation
| Component (Director, 2024) | Amount ($) |
|---|---|
| Fees earned and paid in cash | 26,009 |
| Stock awards (paid in common stock) | 45,651 |
| Total 2024 director compensation | 71,659 |
| Cash deferred under Director Deferred Fee Plan | 24,441 |
| Standard Director Retainers | 2023 ($) | 2024 ($) |
|---|---|---|
| Board retainer | 90,000 | 92,700 |
| Chair of the Board retainer | 25,000 | 25,500 |
| Audit Committee Chair retainer | 7,000 | 7,500 |
| Other Committee Chair retainer | 5,500 | 6,000 |
Notes:
- Non‑employee director annual fee paid ~50% cash/~50% stock; stock portion via 2020 Director Stock Plan.
- Director Deferred Fee Plan in place since 2021; Hale elected deferral in 2024 as noted.
Performance Compensation
- No director‑specific performance metrics disclosed for fees/equity; director equity is retainer‑based and not tied to operating targets.
- Company‑wide clawback applies to annual incentive plans for executives, not directors.
Other Directorships & Interlocks
| Company | Type | Role | Committee/Notes |
|---|---|---|---|
| Western & Southern Insurance Company | Private | Director | Insurance industry board role. |
| ACI Worldwide (ACIW) | Public | Former Independent Director | Audit & Compensation committees; independent. |
| Mitek Systems (MITK) | Public | Former Director | Audit Committee Chair. |
| Official Payments Holdings (OPAY) | Public (former) | Chairman | Payments governance leadership. |
| ExlService Holdings (EXLS) | Public | Former Director | Audit Committee Chair. |
| State Bank of India (California) | Bank subsidiary | Former Director | — |
Expertise & Qualifications
- Audit Committee Financial Expert designation; extensive leadership across banking, payments, financial services, and technology.
- UC Berkeley B.S. (Finance & Accounting); Harvard MBA; CPA (inactive).
Equity Ownership
| Category | Shares/Units | Detail |
|---|---|---|
| Shares with sole voting/investment power (4/2/2025) | 16,087 | Common stock directly owned. |
| Options exercisable (within 60 days of 4/2/2025) | 29,395 | From previous non‑qualified option awards. |
| Total beneficial ownership | 45,482 | Shares + in‑the‑money/exercisable options. |
| Ownership as % of outstanding | 0.28% | As of 4/2/2025. |
| Shares pledged as collateral | None | Company prohibits pledging; no director/NEO shares pledged. |
Stock Ownership Guidelines:
- Directors: 2x maximum annual retainer; all Board members in compliance.
Governance Assessment
- Strengths: Independent status; deep audit expertise (SEC “financial expert”); consistent committee engagement with strong meeting cadence; equity‑tilted director pay aligns interests (~64% of 2024 fees paid in stock by value); no hedging/pledging; no related‑party transactions; robust ownership guidelines; independent Chair role enhances oversight.
- Potential risk signals: Multiple external fintech board affiliations (historical) can create potential informational interlocks; monitor for conflicts should BMRC engage vendors/customers overlapping Hale’s network (none disclosed). Hale also serves on Compensation Committee—common in community banks but concentration of roles warrants continued independence vigilance.
- Shareholder sentiment: Say‑on‑pay supported by ~86% of votes in 2024, indicating broadly favorable views on compensation alignment.
Appendix: Committee Assignments (2024)
| Committee | Role | Meetings (2024) |
|---|---|---|
| Audit | Member; former Chair through Feb 2024; Audit Committee Financial Expert | 8 |
| Compensation | Member | 9 |
| Nominating & Governance | Member | 4 |
Related-Party and Insider Policies
- Related‑party transactions: None currently; pre‑approval and abstention required for any future transactions.
- Insider Trading Policy: Prohibits trading on MNPI; quarterly blackout periods; prohibits hedging and pledging.