James Giordano
About James N. Giordano
Independent Class I director with deep capital markets and fintech experience; age 67; appointed to FinWise Bancorp’s board in June 2017; Harvard College BA in Biology. Career includes 17 years on Wall Street leading pricing/selling/trading for 100+ IPOs; pioneer in litigation finance and founder of the American Legal Finance Association; currently CEO of Cambridge Medical Funding Group LLC and Care Cap Plus LLC with >15 years in medical finance payments . The Board has affirmatively determined he is independent under Nasdaq and SEC rules; his current Class I term runs through the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wall Street (institutional and retail trading and sales) | Trading and Sales Lead | 17 years | Led team pricing/selling and later trading in 100+ IPO transactions |
| American Legal Finance Association | Founder | Not disclosed | Recognized pioneer in litigation finance industry |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cambridge Medical Funding Group LLC | Chief Executive Officer | Current | Medical finance payment industry; >15 years experience |
| Care Cap Plus LLC | Chief Executive Officer | Current | Fintech model for medical finance payments |
Board Governance
- Class I director; term expires at the 2027 annual meeting; Board size nine, staggered classes .
- Committee assignments: Compensation Committee Chair; Nominating & Corporate Governance Committee member .
- Independence: Board evaluation concluded seven directors, including Giordano, are independent under Nasdaq and SEC rules .
- Attendance: Board held 17 meetings in FY2024; each incumbent director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Committee activity: 2024 meetings—Audit (8), Compensation (4), Nominating & Corporate Governance (4) .
- Leadership structure and oversight: CEO also serves as Board Chair; Lead Independent Director role in place to balance governance .
- Conflicts oversight: Nominating & Corporate Governance considers conflicts; Audit Committee pre‑approves related‑party transactions per policy .
Fixed Compensation (Non‑Employee Director – 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Cash retainer | $77,100 | Reported cash fees earned/paid in 2024 |
| Meeting fees | — | Program based on retainers; no meeting fees disclosed |
| Committee chair/member schedule (policy) | Chair: $9,000; Member: $3,600 | Standard fee schedule; totals may vary due to proration/timing |
| Lead Independent Director premium (policy) | $85,000 annual retainer | Context; not applicable to Giordano |
Performance Compensation (Non‑Employee Director – 2024)
| Element | Grant Date | Award Value (USD) | Structure | Performance Metrics |
|---|---|---|---|---|
| Restricted stock | Not disclosed | $40,005 (grant‑date fair value) | Approximately 35% of director compensation paid in restricted shares | No director performance metrics disclosed; compensation is retainer‑based |
The Company states director pay was based on annual retainers with ~35% in restricted stock; no specific performance targets (e.g., TSR, ROE) are disclosed for non‑employee directors .
Other Directorships & Interlocks
| Company | Role | Committees | Status |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Giordano . |
- Compensation Committee interlocks: None; no member (including Giordano) has been an officer/employee; no reciprocal interlocks disclosed .
Expertise & Qualifications
- Capital markets expertise (IPOs, trading/sales leadership) with 17 years on Wall Street; litigation finance pioneer and ALFA founder .
- Fintech and medical finance operating experience as CEO of Cambridge Medical Funding Group LLC and Care Cap Plus LLC; >15 years in medical finance payments .
- Education: BA in Biology, Harvard College .
- Independence confirmed under Nasdaq and SEC standards .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Vested Options (shares) | Warrants (shares) | Notes |
|---|---|---|---|---|---|
| James N. Giordano | 444,707 | 3.4% | 39,000 (vested options) | 12,000 (LLC warrants; shared voting/dispositive power) | No pledging or hedging positions disclosed; company discourages hedging of unvested stock but does not prohibit derivative transactions broadly |
Governance Assessment
- Strengths: Independent director with significant ownership (3.4%), aligning interests; chairs Compensation Committee; documented independence of committee members; executive sessions for independent directors; active Board cadence (17 meetings in 2024) with minimum attendance threshold met .
- Controls/Policies: Insider Trading Policy; Clawback policy adopted Nov 28, 2023 for incentive‑based compensation; Related‑party transaction policy overseen by Audit Committee; equity grant timing policy against MNPI usage .
- Contextual risks: Combined CEO/Chair structure mitigated via Lead Independent Director but remains a concentration of authority . Hedging policy discourages but does not prohibit directors/officers from engaging in derivative/speculative transactions (particularly for vested shares), a potential alignment concern versus best‑practice prohibitions (RED FLAG) .
- Related‑party exposure: Company maintains a significant strategic/financial relationship with Business Funding Group (BFG)—option/right‑of‑first‑refusal, warrants, commissions paid ($2.8m in 2024; $5.2m in 2023), and a 20% combined ownership stake; no specific BFG‑related transaction is attributed to Giordano, but oversight implications are material for Audit and Nominating committees (monitoring conflicts) .
- Director pay mix: ~35% equity via restricted stock supports alignment; absence of disclosed performance metrics for directors suggests pay is not explicitly at‑risk versus performance (neutral) .
Board Governance Details
- Committee memberships (Board): Compensation (Chair); Nominating & Corporate Governance (member) .
- Executive sessions: Independent directors generally meet at least twice annually without management .
- Lead Independent Director: Howard I. Reynolds; functions include presiding over sessions without Chair, liaison role, and agenda consultation .
RED FLAGS
- Hedging/derivatives for directors/officers not expressly prohibited (policy discourages but allows), which may weaken alignment versus stricter market standards .
- Combined CEO/Chair structure persists, relying on Lead Independent Director to balance oversight; investors often prefer separation in banks .