James Parmelee
About James P. Parmelee
Independent director of Great Elm Group (GEG) since June 2017; age 59; Managing Director at Hamilton Robinson Capital Partners with prior roles as Partner at Peak Ten Management, Partner at Union Square Advisors, and Managing Director/Global Coordinator of Technology Research at Credit Suisse First Boston (1992–2004). Education: MBA, Columbia Business School; BA in Economics, Trinity College-Hartford. Tenure at GEG: 8+ years. Board-recognized audit committee financial expert.
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Hamilton Robinson Capital Partners | Managing Director | Not disclosed | Invests in middle-market specialty manufacturing, industrial tech, and business services; current boards at WorkforceQA, Signal Control Products, Rohner Finishing Systems. |
| Peak Ten Management | Partner | Not disclosed | Led investments in software, IT infrastructure, Internet verticals. |
| Union Square Advisors LLC | Partner | Not disclosed | Led global IT infrastructure practice (strategic M&A advisory). |
| Credit Suisse First Boston | Managing Director; Global Coordinator of Technology Research | 1992–2004 | Senior equity research analyst (data networking & telecom equipment). |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| WorkforceQA (Salt Lake City, UT) | Director | Current | Private company; role disclosed as current. |
| Signal Control Products (Branchburg, NJ) | Director | Current | Private company; role disclosed as current. |
| Rohner Finishing Systems (Vancouver, WA) | Director | Current | Private company; role disclosed as current. |
| The Meet Group (New Hope, PA) | Former Director | Prior | Public company; prior board service. |
| GrayMatter Systems; Pacific Northern Environmental; Tanknology | Former Director | Prior | Roles disclosed as prior; status not specified as public/private. |
Board Governance
- Independence: Board determined Parmelee is independent under Nasdaq standards.
- Committee assignments (FY2025): Compensation Committee Chair; Audit Committee member; expected Audit Committee Chair after Annual Meeting (Hugar retiring).
- Audit committee financial expert: Board determined Parmelee meets SEC “financial expert” criteria.
- Attendance: FY2025 — Board held 4 meetings; Board committees held 10; each director attended ≥75% of combined meetings of Board and committees served.
- Executive sessions: Independent directors meet in executive session at each regular Board meeting; Vice Chairman presides.
- Lead independent director: None; Board has non-independent Chair/CEO and Vice Chairman.
Committee Composition Snapshot
| Committee (FY2025) | Members | Chair |
|---|---|---|
| Audit | Hugar, Matter, Parmelee | Hugar (retiring at 2025 AGM) |
| Compensation | Parmelee, Scheyer, Drapkin | Parmelee |
| Nominating & Corporate Governance | Drapkin, Scheyer, Hugar | Drapkin |
Post-AGM expected: Audit — Parmelee (Chair), Smith; Compensation — Parmelee (Chair), Schwartz, Drapkin; Nominating — Drapkin, Scheyer, Nathan.
Fixed Compensation
- Director pay program (FY2025): $65,000 cash annual retainer; $20,000 cash for Audit Chair; $10,000 cash for Compensation Chair; $10,000 cash for Nominating Chair; $10,000 cash per committee membership (non-chair); annual restricted stock grant valued at $65,000; option to elect fully vested stock in lieu of cash; deferral elections permitted.
- Parmelee FY2025 actual: $150,000 in stock awards (incl. annual grant and equity elected in lieu of cash); no cash recorded.
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $65,000 | Program rate; Parmelee elected equity in lieu. |
| Committee chair/member fees | $20,000–$10,000 | Compensation Chair ($10,000); Audit member ($10,000). |
| Annual equity grant | $65,000 | RSU/RSA grant; monthly vesting; prorated if applicable. |
| Parmelee FY2025 total (stock) | $150,000 | Reported stock awards; implies equity election for cash fees. |
| Parmelee FY2025 cash | $0 | No cash recorded. |
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-based metrics in director pay | None disclosed (director equity grants/time-based; no performance gates). |
Other Directorships & Interlocks
| Entity | Relationship to GEG | Note |
|---|---|---|
| Imperial Capital Asset Management/Long Ball; Northern Right; Scheyer trusts | Significant holders/PIK Notes holders; not Parmelee | Related-party disclosures involve Reese/Drapkin/Scheyer affiliates; no Parmelee-related RPTs disclosed. |
| GECC (Great Elm Capital Corp.) | Separate BDC; Drapkin is Chairman | Not an interlock for Parmelee; disclosed for context. |
Expertise & Qualifications
- Capital markets and investment expertise across hedge funds, private equity, and strategic advisory.
- Deep sell-side research leadership in networking/telecom; SEC-designated audit committee financial expert.
- Advanced finance education (MBA) and economics training (BA).
Equity Ownership
| As-of Date | Beneficial Ownership (shares) | % of Class | Vested vs. Unvested |
|---|---|---|---|
| Oct 10, 2025 (Record Date) | 437,714 | 1.3% | 398,278 vested RS; 14,653 unvested RS. |
| Oct 11, 2024 (Record Date) | 355,513 | 1.1% | 316,252 vested RS; 14,261 unvested RS. |
- Director ownership guidelines: 5× annual cash retainer; compliance status not individually disclosed.
- Hedging/shorting: Prohibited for directors/executives; options/warrants shorting/derivatives restricted.
Insider Trades
| Period | Form 4 Activity | Notes |
|---|---|---|
| FY2025 | Not disclosed for Parmelee | Section 16(a) compliance lists one late Form 3 for PC Elfun LLC; no Parmelee-specific delinquencies noted. |
Governance Assessment
- Strengths: Independent director; chairs Compensation; expected Audit Chair; audit financial expert; improving ownership alignment YoY (355,513→437,714 shares); strong say-on-pay support (16.76M for vs 1.68M against in 2024).
- Engagement: Attended ≥75% of meetings; serves on key committees (Compensation Chair; Audit member).
- Alignment: Elected equity in lieu of cash; no related-party transactions tied to Parmelee disclosed; hedging/shorting prohibited.
- Risks/RED FLAGS: Board-wide diversity objective not met under Nasdaq Rule 5605(f) (board-level issue); CEO also Chair (non-independent); absence of Lead Independent Director (mitigated by executive sessions led by Vice Chair).
Overall signal: Parmelee’s governance profile is solid—independent status, financial expertise, and committee leadership, with increasing share ownership and no disclosed conflicts—supporting investor confidence, while company-level structural risks (non-independent Chair/CEO, diversity shortfall) remain broader board considerations.