James Gray
Enova InternationalAbout James A. Gray
James A. Gray, age 59, has served on Enova’s Board since October 1, 2014 and is the Board’s Lead Independent Director. He is currently CEO of G-Bar Ventures LLC; previously he was CEO of G-Bar Limited Partnership (1996–2014), and co‑founder and Chairman of optionsXpress (2000–2012). He holds a B.S. in Finance and Economics from the University of Iowa. His credentials emphasize entrepreneurial leadership, market structure expertise, and technology-driven financial services governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| G-Bar Limited Partnership | Chief Executive Officer | 1996–2014 | Led independent proprietary options/futures trading; scaled risk governance in derivatives market |
| optionsXpress (public company) | Co‑founder; Chairman of the Board | 2000–2012 | Oversaw governance during public company lifecycle; market/technology stewardship |
| Various Chicago civic organizations | Director/Trustee (Economic Club of Chicago Director; YPO past President; CE0 member; Executives/Economic/Commercial Clubs; Lurie Children’s Hospital; Chicago Museum of Science & Industry) | Various | External stakeholder engagement; governance and community oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| G-Bar Ventures LLC | Chief Executive Officer | Current | Private investment/ventures; no related‑party transactions disclosed with Enova |
| Incapital LLC | Board member | Prior | Financial services distribution; historical role (not stated as current) |
| Cumulus Funding LLC | Board member | Prior | Consumer finance; historical role (not stated as current) |
| Backstop Solutions Group | Board member | Prior | Fintech software; historical role (not stated as current) |
| Lurie Children’s Hospital of Chicago | Board member | Prior | Non-profit governance |
| Chicago Museum of Science and Industry | Board member | Prior | Non-profit governance |
Board Governance
- Independence: Determined independent under NYSE standards; 9 of 10 directors are independent including Gray .
- Lead Independent Director: Presides over executive sessions; liaises between Board and management; reviews agendas/schedules; supervises independence determinations; can call independent director meetings .
- Committees: Member, Nominating & Corporate Governance Committee (Chair: Linda Johnson Rice; Members: Daniel R. Feehan, James A. Gray) .
- Attendance: Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Executive Sessions: Held at least in conjunction with each regular Board meeting; Gray serves as presiding outside director .
Fixed Compensation (Director)
| Component | Policy Detail | 2024 Actual (Gray) |
|---|---|---|
| Annual Cash Retainer | $100,000 (paid quarterly) | $115,000 fees earned |
| Lead Independent Director Retainer | +$30,000 (cash) | Included within fees; total actual reflects quarterly timing |
| Committee Chair Fees | Audit +$30,000; Comp +$25,000; Nominating +$25,000 (cash) | Not applicable (Gray not a chair) |
| Meeting Fees | None disclosed | None disclosed |
| Total Cash | Policy-driven retainers | $115,000 |
Notes: Cash retainers are paid in quarterly installments, which can cause variances between policy totals and actual reported year amounts .
Performance Compensation (Director Equity)
| Grant | Grant Date | Instrument | Shares/Units | Valuation Basis | Fair Value | Vesting | Key Terms |
|---|---|---|---|---|---|---|---|
| Annual Director Grant | May 8, 2024 | RSUs | 2,754 | Average closing price of last 45 trading days: $61.71/share | $172,400 (ASC 718 using closing price $62.60 prior day) | 100% after 12 months from grant date | Unvested RSUs accelerate on change-in-control |
- Directors first appointed mid‑cycle receive prorated RSUs (example shown for Corby); annual grants awarded on/around the annual meeting date .
- No director options or PSUs disclosed; equity is entirely time‑vested RSUs, not performance‑conditioned .
Other Directorships & Interlocks
| Relationship | Description | Governance Consideration |
|---|---|---|
| optionsXpress overlap | Gray served as Chairman (2000–2012); Enova CEO David Fisher served as optionsXpress CEO and President/CFO earlier; both now on ENVA Board | Historical working relationship may enhance Board‑management information flow; independence affirmed by NYSE standards |
No Compensation Committee interlocks or Insider Participation were reported for 2024; none of the committee members had relationships requiring Item 404 disclosure .
Expertise & Qualifications
- Market structure and trading: Long leadership tenure in options/futures prop trading (CEO G‑Bar LP) .
- Public company governance: Chairman of optionsXpress, a publicly traded company .
- Technology/fintech: Experience in technology industry and fintech governance (Backstop Solutions Group; optionsXpress) .
- Community governance: Roles across major Chicago institutions (Lurie Children’s; Museum of Science & Industry) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 96,906 shares | Includes 10,000 (irrevocable trust) and 20,000 (revocable trust) where Gray is sole trustee; includes 2,754 unvested RSUs vesting within 60 days of March 21, 2025 |
| % of shares outstanding | ~0.38% | 96,906 / 25,612,639 shares outstanding as of record date; proxy denotes “less than 1%” |
| Pledged shares | None | Proxy notes none of the shares reported by directors/executives are pledged |
| Ownership guidelines | 5x annual retainer for directors | Compliance monitored; directors comply or are within timeline to achieve thresholds |
| Hedging/pledging policy | Prohibited for directors/officers (short sales, options/derivatives, margin accounts, pledging, hedging) | Insider Trading Policy prohibits these practices |
Governance Assessment
- Board effectiveness: Gray fulfills a robust Lead Independent Director role (agenda review, executive sessions, independence oversight), supporting checks and balances given combined Chair/CEO structure .
- Independence and attendance: Independent under NYSE; attended ≥75% of meetings (Board/committee); presides over regular executive sessions—positive governance signal .
- Compensation alignment: Director pay mix emphasizes equity (2024: $115k cash vs $172.4k equity), with 12‑month vesting and CoC acceleration typical for directors; absence of performance‑conditioned equity reduces pay-for-performance sensitivity at the director level but is standard practice .
- Ownership alignment: Meaningful personal holdings with trust structures; no pledging; adherence to ownership guidelines—positive alignment .
- Conflicts and related-party risk: No related‑party transactions exceeding $120k since Jan 1, 2024; oversight of related person transactions housed in Nominating & Corporate Governance (where Gray serves)—strong process . Historical optionsXpress overlap with CEO is a potential perceived interlock but independence has been affirmatively determined .
- RED FLAGS: None disclosed for Gray on Section 16(a) compliance; company notes two late Form 4s for other directors/executives (not Gray). No pledging, hedging, or related‑party transactions involving Gray indicated .
Overall signal: Gray’s role as Lead Independent Director, independent status, equity ownership, and governance committee membership indicate solid board oversight with minimal conflict signals. Historical overlap with the CEO at optionsXpress is noteworthy but mitigated by formal independence determinations and structured executive sessions .
Citations:
- Proxy DEF 14A (Apr 4, 2025): Meeting logistics and record date ; Table of contents and governance sections ; Director bios and committee membership ; Independence, attendance ; Director compensation and RSU details ; Beneficial ownership ; Related‑party policy and disclosure ; Insider trading policy and pledging prohibition ; Section 16(a) compliance .