John B. Frank
DAILY JOURNALAbout John B. Frank
Independent director of Daily Journal Corporation (DJCO) since February 2022; age 68. Vice Chairman and Director at Oaktree Capital Group, LLC; identified by DJCO’s Board as an “audit committee financial expert.” Current external board roles include Chevron Corporation (Director; Audit Committee member) and Oaktree Specialty Lending Corporation; prior boards include multiple Oaktree-affiliated public vehicles. Education not disclosed in DJCO’s proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oaktree Capital Group, LLC | Vice Chairman; Director; Member, Executive Committee; previously Principal Executive Officer | Vice Chairman since 2014; Managing Principal 2006–2014; joined 2001 as General Counsel | Senior leadership across operations/finance; global regulatory/public policy engagement |
| Munger, Tolles & Olson LLP | Partner (M&A; corporate counseling) | Prior to 2001 | Extensive experience in M&A, strategic, finance and corporate governance issues |
External Roles
| Organization | Role | Tenure/Status | Committees |
|---|---|---|---|
| Chevron Corporation | Director | Current | Audit Committee member |
| Oaktree Specialty Lending Corporation | Director | Current | Not disclosed |
| Oaktree Acquisition Corporation; Oaktree Strategic Income Corporation; Oaktree Acquisition Corporation II; Oaktree Acquisition Corporation III | Director | Former | Not disclosed |
| XPRIZE Foundation; The James Irvine Foundation; The John Randolph Haynes and Dora Haynes Foundation | Trustee | Current | Not disclosed |
Board Governance
- Independence: Board determined Frank is “independent” under NASDAQ Listing Rule 5605(a)(2); audit committee independence also meets Rule 10A-3 and NASDAQ 5605(c)(2)(A).
- Committee memberships: Audit Committee and Compensation Committee; each consists of Frank, Conlin, and Rayani. Committee chair(s) not disclosed.
- Financial expertise: Board determined Frank is an “audit committee financial expert” (Item 407 of Regulation S-K).
- Attendance: FY2024—Board met 10 times; Audit Committee 1; Compensation Committee 4; “each director serving at the time of an applicable meeting attended such meeting.” Frank did not attend the 2024 Annual Meeting of Shareholders (attendance not required).
- Nominating: No standing nominating committee; independent directors select nominees.
- Governance documents: Audit and Compensation Committee charters attached to 2021 proxy; not posted on website.
- Anti-hedging policy: Hedging of DJCO equity by directors prohibited.
Fixed Compensation
| Component | FY2024 Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $11,667 | Pro-rated; program increased from $5,000 to $25,000 effective June 1, 2024 |
| Meeting fees | Not disclosed as applicable | DJCO reimburses expenses; no other perquisites |
| Committee chair/member fees | Not disclosed as applicable | Not outlined; program centers on retainer + RSUs |
- Program change: In FY2024, Board increased non-employee director cash stipend from $5,000 to $25,000 and added annual RSUs valued at ~$25,000 (pro-rated for partial year). RSUs scheduled to settle in cash unless shareholders approve stock settlement.
Performance Compensation
| Award Type | Grant Date | Quantity/Value | Vesting | Settlement | Change-in-Control |
|---|---|---|---|---|---|
| Director RSUs (FY2024) | May 23, 2024 | 21 RSUs; grant-date fair value $8,172 | 50% at 1-year; 50% at 2-year (service-based) | Cash by default; stock settlement requires shareholder approval up to 2,000 shares | Vesting accelerates upon change in control |
| Director RSUs (FY2025) | FY2025 grants outstanding | Program-wide 132 director RSUs outstanding for FY2025 (individual allocation not disclosed) | See program terms | Cash unless approval; proposal seeks up to 2,000 shares to settle director RSUs | Acceleration on change in control |
- Program inventory and value: 195 director RSUs outstanding (63 for FY2024; 132 for FY2025), valued at ~$110,758 at 12/31/2024.
- Shareholder proposal: Approval sought to issue up to 2,000 shares to settle director RSUs—modest dilution, intended to improve alignment. If not approved, RSUs settle in cash.
Other Directorships & Interlocks
| Entity | Relationship to DJCO | Potential Interlock/Conflict Signal |
|---|---|---|
| Chevron Corporation | Frank serves as Director; Audit Committee member | No DJCO-related transactions disclosed; time-commitment monitoring warranted given multiple roles |
| Oaktree Capital Group and affiliates | Frank is Vice Chairman/Director; sits/has sat on affiliated public boards | No DJCO-related transactions disclosed; governance experience beneficial; monitor for any future related-party exposure |
| Foundations (XPRIZE, Irvine, Haynes) | Trustee | Non-profit roles; no DJCO-related transactions disclosed |
No related-party transactions involving Frank are disclosed in DJCO’s proxy; the only related-person items noted involve employment of CFO’s siblings (not related to Frank).
Expertise & Qualifications
- Financial, legal, and governance expertise from senior roles at Oaktree (Executive Committee; prior principal executive officer; Managing Principal; General Counsel).
- Audit committee financial expert designation by DJCO’s Board.
- M&A and corporate governance experience from time as partner at Munger, Tolles & Olson LLP.
- Global regulatory/public policy engagement experience.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| John B. Frank | None | — | No shares reported as of 12/31/2024 |
- Director RSUs: 21 RSUs granted 5/23/2024; unvested; cash-settlement by default unless shareholder approval to issue stock.
- Anti-hedging: Hedging prohibited. Pledging not disclosed.
Governance Assessment
-
Strengths
- Independent director with deep finance, audit, and governance credentials; designated audit committee financial expert.
- Full attendance at Board and committee meetings in FY2024; active on Audit and Compensation Committees.
- Director compensation program now includes equity-linked RSUs (subject to shareholder stock-settlement approval), enhancing potential alignment.
-
Concerns / RED FLAGS
- No share ownership reported—alignment depends on RSUs, which currently settle in cash absent shareholder approval; reduced direct “skin in the game.”
- Did not attend the 2024 Annual Meeting (attendance not required), a minor engagement signal to monitor.
- Compensation Committee operates without independent compensation consultants and relies on judgment; may increase subjectivity in pay decisions.
-
Net View
- Frank brings strong audit and governance capabilities; committee participation and attendance support board effectiveness. Alignment could be improved by stock-settled RSUs and/or personal share ownership. Monitor annual meeting attendance and any emergence of related-party exposures.