John Daly
About John N. Daly
Independent director since December 2013; age 87 as of December 31, 2024. Daly is Chairman of the Compensation Committee and a member of the Audit Committee, bringing five decades of capital markets and asset management experience. He earned a BA from Yale University and completed the Harvard Business School Advanced Management Program in 1979 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IMMS, LLC | President | May 2007–present | Third‑party marketer of investment managers; extensive distribution/network expertise |
| E.F. Hutton & Co. | Senior leadership (ran Syndicate, Commodities, Asset Management divisions) | 1960–1983 | Led core revenue-generating units; capital markets and product management experience |
| Salomon Brothers (NY/London) | Head, Private Client Division & International Equity Capital Markets | Not disclosed | Global equity capital markets leadership; international governance exposure |
| Prudential Investments | Senior Managed Accounts Specialist | 2002–2005 | Managed accounts expertise; product governance |
External Roles
- No current public company directorships disclosed for Daly in the proxy statements .
- Private company role: President, IMMS, LLC (investment management marketing) .
Board Governance
- Committee assignments: Chairman, Compensation Committee; Member, Audit Committee (independent) .
- Independence: Board determined Daly is independent under Nasdaq rules .
- Attendance: In 2024 the Board held 5 meetings, committees met (Audit 5; Compensation 4; Nominating 4; Cybersecurity 4); each director attended at least 75% of Board and applicable committee meetings .
- Annual meeting participation: 3 directors attended the 2024 annual meeting; 2 directors attended in 2023 (names not specified) .
- Director compensation policy: Non‑employee directors receive a monthly retainer plus RSUs; no meeting fees; Audit Chair receives an additional retainer .
- Compensation Committee interlocks: Compensation Committee comprised of Daly and Munter; neither was an officer/employee or former officer of the Company during 2024 and 2023 .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Cash Retainer ($) | $48,000 | $48,000 |
| Stock Awards ($) | $51,913 | $40,700 |
| Total ($) | $99,913 | $88,700 |
Performance Compensation
| Metric | Q3 2023 Grant | Q3 2024 Grant |
|---|---|---|
| RSUs Awarded (shares) | 30,000 each to outside directors | 30,000 each to outside directors |
| Vesting Start Date | February 2024 | February 2025 |
| Vesting Cadence | 25% increments over 2 years | 25% increments over 2 years |
| Outstanding RSUs at Year‑End (Daly) | 27,500 (as of 12/31/2023) | 45,000 (as of 12/31/2024) |
Awards to non‑employee directors are automatic under the director compensation policy; the Committee may not make discretionary grants to directors under the Equity Plan . Change‑in‑control terms provide one‑year vesting acceleration unless otherwise provided in award documents .
Other Directorships & Interlocks
| Category | Disclosed Detail |
|---|---|
| Current public company boards | None disclosed for Daly |
| Prior public company boards | Not disclosed for Daly |
| Private/non‑profit boards | IMMS, LLC (President) |
| Committee interlocks | Compensation Committee (Daly, Munter); no officer/employee participation |
Expertise & Qualifications
- Capital markets and asset management: Senior roles at E.F. Hutton (Syndicate, Commodities, Asset Management), Salomon Brothers (International ECM), Prudential Investments (managed accounts) .
- Distribution/third‑party marketing for investment managers (President, IMMS, LLC) .
- Education: BA Yale; Harvard Business School AMP (1979) .
Equity Ownership
| Metric | Apr 18, 2024 (Record Date) | Mar 31, 2025 (Record Date) |
|---|---|---|
| Common Stock Beneficially Owned (shares) | 64,250 | 76,750 |
| Percent of Class | 0.4% (16,118,492 shares outstanding) | 0.2% (42,321,129 shares outstanding) |
| Series B Preferred Beneficially Owned (shares) | – | – |
| Percent of Class (Series B) | – | – |
Hedging and pledging policy: Directors are prohibited from hedging and margin pledging; any pledge requires pre‑approval and demonstration of repayment capacity without resort to pledged securities .
Governance Assessment
- Board effectiveness: Daly chairs Compensation and sits on Audit, aligning expertise with oversight of pay structure and financial controls; committee responsibilities include selecting independent compensation consultants, plan oversight, and annual self‑evaluations . Audit Committee duties include oversight of financial reporting, internal controls, auditor independence, and cybersecurity subcommittee .
- Independence and engagement: Daly is an independent director; attendance met at least 75% threshold in 2024; committee workloads were regular and robust (Audit 5; Compensation 4) .
- Ownership alignment: Daly holds common stock and receives annual RSUs with multi‑year vesting; no Series B holdings; hedging/pledging restrictions support alignment with shareholders .
- Pay structure: Director pay emphasizes fixed cash retainers and equity grants without meeting fees; Audit Chair alone receives extra retainer, reinforcing role‑based pay rather than attendance‑based fees .
- Shareholder signals: Say‑on‑pay support remained strong (2024: 7.41M For vs 0.62M Against vs 0.17M Abstain; 2025: 10.99M For vs 2.75M Against vs 0.26M Abstain), indicating generally favorable investor alignment with compensation governance .
- Conflicts: No related‑party transactions involving Daly disclosed; company‑level related‑party exposures centered on Executive Chairman leases, family physician customer, and a board member consulting arrangement, all under Audit Committee policy review. Daly’s role on Audit/Comp helps oversee such policies .
Say‑On‑Pay Voting Outcomes
| Metric | 2024 | 2025 |
|---|---|---|
| For | 7,408,190 | 10,991,919 |
| Against | 623,892 | 2,754,093 |
| Abstain | 166,268 | 255,951 |
Voting quorum context: 16,118,492 common shares outstanding (2024); 42,321,129 common shares outstanding (2025) .