John May
About John J. May
Independent director of Equus Total Return, Inc. (EQS); age 76; director since 2024 with term expiring at the 2025 annual meeting. Background includes extensive finance, accounting, and investment experience; Managing Partner at City & Westminster Corporate Finance LLP; director roles at LGX Energy Corp. and Key Mining Corp.; Chairman of Small Business Bureau Limited and Genesis Initiative Limited; principal of a boutique Chartered Accountancy practice in London. The Board affirmed his independence after reviewing relationships and transactions; he was selected based on leadership skills and global finance experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| City & Westminster Corporate Finance LLP | Managing Partner | Not disclosed | Finance/accounting/investment expertise leveraged for oversight |
| Boutique Chartered Accountancy Practice (London) | Principal | Not disclosed | Accounting expertise supporting Audit oversight |
| Various private and public companies (U.S. and internationally) | Director/Principal | Not disclosed | Broad governance and operating experience |
External Roles
| Organization | Role | Public Company Status | Tenure | Notes |
|---|---|---|---|---|
| LGX Energy Corp. | Director | Not disclosed in EQS proxy (appears non‑U.S./non‑SEC reporting) | Not disclosed | Listed in biography; not counted under “Other Directorships++” limited to U.S. SEC registrants |
| Key Mining Corp | Director | Not disclosed in EQS proxy (appears non‑U.S./non‑SEC reporting) | Not disclosed | Listed in biography; not counted under “Other Directorships++” |
| Small Business Bureau Limited | Chairman | Not disclosed (non‑profit/private in UK) | Not disclosed | Advocacy for SMEs in UK |
| Genesis Initiative Limited | Chairman | Not disclosed (non‑profit/private in UK) | Not disclosed | Advocacy for SMEs in UK |
| Other Directorships++ (U.S. SEC‑reporting, BDC/1940 Act registrants) | — | None | — | Table limited to U.S. SEC reporting; none disclosed for May |
Board Governance
- Independence: The Board affirmatively determined all nominees were independent except CEO John A. Hardy and CCO/Secretary Kenneth I. Denos; John J. May is independent .
- Committee roles: Audit Committee member; Compensation Committee member; Committee of Independent Directors member; Chair, Governance and Nominating Committee .
- Attendance: In 2024, Board met eight times; each director attended all Board and committee meetings on which they served and attended the annual meeting (100% attendance) .
- Board structure: Five directors (three independent); Chairman is Fraser Atkinson (independent); risk oversight via Audit/Compensation/Governance committees and Committee of Independent Directors .
Fixed Compensation
| Component | Amount/Policy | Period |
|---|---|---|
| Independent Director annual fee (cash) | $40,000, paid quarterly in arrears | Policy |
| Meeting fee (in‑person) | $2,000 per Board/committee meeting | Policy |
| Meeting fee (telephonic) | $1,000 per Board/committee meeting | Policy |
| Committee Chair fee (Audit, Compensation, Governance) | $50,000 annually, paid quarterly | Policy |
| Other Board services (non‑director duties) | $300/hour for services rendered | Policy |
| John J. May—2024 cash fees paid | $1,000 | FY 2024 |
Performance Compensation
| Metric / Instrument | Disclosure | Period |
|---|---|---|
| Director stock awards (RSUs/DSUs) | None for 2024 directors; John J. May had no stock awards | FY 2024 |
| Option awards to directors | None for 2024 directors; John J. May had no option awards | FY 2024 |
| Performance metrics tied to director pay (TSR/ESG/etc.) | Not disclosed for directors | — |
The Company’s Incentive Plan permits equity awards to officers, employees, and directors; however, no director stock or option awards were made in 2024 per the Director Compensation Table . The Incentive Plan is active through June 13, 2026 but recent grants cited relate to NEOs in 2017, not directors .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other U.S. SEC‑reporting directorships (as defined in proxy) | None for John J. May |
| Non‑U.S./private/non‑profit roles | LGX Energy Corp. (Director); Key Mining Corp (Director); Small Business Bureau Limited (Chairman); Genesis Initiative Limited (Chairman) |
| Interlocks with EQS competitors/suppliers/customers | Not disclosed; Board independence review did not find relationships inconsistent with independence |
Expertise & Qualifications
- Finance/accounting/investment credentials; leadership skills viewed as critical to Board oversight of management .
- Experience as director/principal across U.S. and international companies; ongoing senior roles in corporate finance and accountancy .
- Committee leadership (Chair, Governance & Nominating) suggests proficiency in board composition, evaluation, and governance standards .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficially owned shares (April 1, 2025) | — (none indicated in beneficial ownership table) |
| Percent of class outstanding | Less than 1% |
| Dollar range of EQS securities | None |
| Aggregate dollar range across family of investment companies | None |
| Pledged or hedged shares | Not disclosed in proxy |
Governance Assessment
- Positives: Independent director with 100% 2024 attendance; chairs Governance & Nominating and sits on Audit, Compensation, and the Committee of Independent Directors—strong involvement in oversight and governance quality .
- Alignment concerns: No reported equity ownership and no director equity awards in 2024—limited “skin‑in‑the‑game” under current disclosures, which may temper alignment versus cash‑based fees .
- Compensation structure: Cash retainer + meeting fees with significant chair fee available ($50,000) for committee leadership; directors may bill $300/hour for non‑director services, which could pose potential conflict risk if used extensively—monitor use and disclosure .
- Conflicts/related parties: Board’s annual independence review found no relationships inconsistent with independence; no arrangements or understandings regarding his selection as director; no related‑party transactions involving May are disclosed in the proxy .
Board Governance (Detail Table)
| Attribute | Disclosure |
|---|---|
| Independence status | Independent |
| Committee assignments | Audit (member); Compensation (member); Committee of Independent Directors (member); Governance & Nominating (Chair) |
| Board/committee attendance (2024) | 100%; attended annual meeting |
| Years of service | Director since 2024; term expires 2025 |
| Board leadership | Chairman: Fraser Atkinson (independent) |
Director Compensation (Detail Table: 2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| John J. May | 1,000 | — | — | — | 1,000 |
Policy reference: $40,000 annual fee; $2,000 per in‑person meeting; $1,000 per telephonic meeting; $50,000 annual fee for standing committee chairs; $300/hour for non‑director services .
Signals for Investors
- Governance strength: Deep finance background and active committee roles should enhance oversight of financial reporting, compensation design, and board composition .
- Alignment watch‑items: Absence of share ownership and equity awards could reduce long‑term alignment; investors may prefer adoption/disclosure of director stock ownership guidelines or equity grants to independent directors .
- Monitoring items: Track any use of $300/hour non‑director services by board members, changes in director fee accruals, and future disclosures of director equity grants or ownership guidelines .