Nicholas Stanham
About Nicholas Stanham
Independent director since December 2014; age 57. Founding partner of R&S International Law Group, LLP (Miami) since January 2008, with 30+ years’ experience in real estate transactions and corporate structuring for high net worth individuals. Deemed independent under Nasdaq 5605(a)(2). Background includes advisory roles at St. Agnes Academy and ReachingU foundation.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| R&S International Law Group, LLP | Founding Partner; real estate and corporate structuring practice | January 2008–present | Law firm leadership; business management experience cited in DLPN board qualifications |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| St. Agnes Academy | Board of Advisers Member | Since 2018 | Education sector involvement |
| ReachingU Foundation | Director | Not specified | Philanthropy focused on educational opportunities in Uruguay |
Board Governance
- Board structure: CEO serves as Chairman; board has standing Audit and Compensation Committees; no standing Nominating Committee—independent directors recommend nominees. The board states it “does not perform a risk oversight function.”
- Committee assignments:
- Audit Committee member (Chair: Michael Espensen; members: Espensen, Nelson Famadas, Nicholas Stanham). Audit Committee met 4 times in 2024; all members present.
- Compensation Committee member (Chair: Nelson Famadas; members: Stanham and Famadas). Compensation Committee met once in 2024; both members attended.
- Independence: Stanham is independent per Nasdaq rules.
- Attendance: Board held 6 meetings in 2024; each incumbent director attended at least 75% of board and committee meetings during their service period. Two directors attended the 2024 annual meeting.
Fixed Compensation
| Component (Directors) | 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $0 | Company disclosed no compensation paid to any directors for board service in 2024 |
| Committee membership fees | $0 | No director compensation paid |
| Committee chair fees | $0 | No director compensation paid |
| Meeting fees | $0 | No director compensation paid |
| Equity grants (RSUs/DSUs) | $0 disclosed for directors | Company notes occasional RSUs to employees; no director awards disclosed in 2024 |
Performance Compensation
| Metric Category | Metrics Tied to Director Pay | Vesting / Performance Conditions | Status |
|---|---|---|---|
| Pay-for-performance linkage | None disclosed for directors | N/A | No director compensation paid in 2024 |
The Compensation Committee did not engage an independent compensation consultant in 2024; CEO may recommend compensation levels for executive officers (other than his own).
Other Directorships & Interlocks
| Company/Organization | Type | Role | Committee Roles | Interlock / Conflict Notes |
|---|---|---|---|---|
| None disclosed (public company boards) | Public company | — | — | No other public directorships disclosed in DLPN proxy for Stanham |
| St. Agnes Academy | Non-profit/academic | Board of Advisers | — | Educational non-profit; no DLPN conflict disclosed |
| ReachingU Foundation | Non-profit | Director | — | Philanthropy; no DLPN conflict disclosed |
Expertise & Qualifications
- Legal and transactional expertise: Founding partner at a Miami law firm; focus on real estate transactions (residential/commercial) and corporate structuring for HNWIs; over 30 years’ experience.
- Board qualification statement: DLPN cites law firm leadership and business management experience as reasons for nomination.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Nicholas Stanham, Esq. | 10,000 | <1% | Shares with spouse; joint voting/dispositive power |
- Insider trading/hedging: Directors and officers prohibited from hedging or monetization transactions involving DLPN common stock under the Insider Trading Policy.
Insider Trades & Section 16 Compliance
| Year | Filing Compliance for Stanham | Notes |
|---|---|---|
| 2024 | Compliant; no late filings reported for directors other than CEO O’Dowd (one late Form 4) | Company indicates Section 16 filing requirements met for officers/directors except one late Form 4 by CEO |
Governance Assessment
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Committee coverage and independence: Stanham sits on both Audit and Compensation Committees, which the board deems independent; Audit oversees financial reporting, internal controls, auditor selection, and reviews related-party transactions; Compensation handles executive/director pay and equity plan administration.
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Attendance and engagement: Audit and Compensation committees had full attendance in 2024; Stanham attended at least 75% of board and committee meetings during his service period.
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Director pay and alignment: No director compensation paid in 2024; combined with prohibitions on hedging/monetization, alignment relies on personal share ownership (Stanham holds 10,000 shares, <1%).
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Compensation oversight practices: No independent compensation consultant used in 2024; CEO provides recommendations for other executives’ pay—heightened need for strong independent committee review.
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Say-on-pay signal: 2024 NEO compensation received strong support (For: 9,037,607; Against: 320,072; Abstain: 29,922; Broker non-votes: 3,796,342).
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Nominating governance: No standing Nominating Committee; independent directors recommend nominees.
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RED FLAGS
- Board risk oversight: Proxy states the board “does not perform a risk oversight function,” which is atypical for public company governance and may concern investors.
- Voting power concentration: CEO-controlled Series C Preferred carries 7,108,410 votes (post-shareholder-approved reduction), representing significant voting influence despite a stock restriction agreement that limits conversion without independent directors’ approval.
- Related-party ecosystem: Audit Committee reviews related-party transactions; notable RPTs with CEO and his affiliate (notes, accrued compensation/interest) and a consulting arrangement with director Hilarie Bass; committee effectiveness is key to mitigating conflicts.
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Additional signals
- Shareholder outcomes (2025 annual meeting): All seven directors, including Stanham, were re-elected; Lincoln Park purchase agreement issuance approved; auditor ratified—suggesting supportive shareholder base.