James Fredlake

About James J. Fredlake

Independent director (Class C) of Lazydays Holdings, Inc. (GORV) since March 2018; age 60, with a B.S. in accounting from Arizona State University. Former CEO (2009–2017) and earlier CFO of Anchor Glass Container Corp.; prior 10 years with Alcoa and a start in public accounting. The Board designated him an “audit committee financial expert.” His current term expires at the 2027 annual meeting; the Board confirms his independence under Nasdaq and SEC rules, and he attended at least 75% of Board and committee meetings and the 2024 annual meeting.

Past Roles

External Roles

Board Governance

• Committee assignments: Audit (Chair), Compensation (Member), Nominating & Governance (Member). Audit held 4 meetings; Compensation 9; Nominating 2, all in 2024.
• Independence: Board determined all directors except the interim CEO are independent (includes Fredlake).
• Attendance: Board met 15 times in 2024; no director attended fewer than 75% of Board and committee meetings; all directors attended the 2024 annual meeting.
• Leadership structure: Chair—Robert DeVincenzi (independent); Interim CEO—Ronald Fleming (combined not required by policy).
• Audit Committee report signatories: James J. Fredlake (Chair), Jerry Comstock, Susan Scarola.

Fixed Compensation

• Standard director fee schedule (context): $65,000 Board retainer; committee member fees—Audit $10,000, Compensation $7,500, Nominating $5,000; committee chair fees—Audit $20,000, Compensation $15,000, Nominating $10,000; special committee service paid additional cash in 2024.

Performance Compensation

• Change-in-control treatment: Under the Amended 2018 Plan, unvested awards generally vest immediately upon a Change in Control unless an award agreement provides otherwise.
• Performance metrics potentially tied to awards under the Amended 2018 Plan (plan-level, if used): EBITDA, adjusted EBITDA, net income, EPS, TSR, return on investment, stock price, cash flow, working capital, and other metrics set by the Committee.

Other Directorships & Interlocks

Expertise & Qualifications

• Audit/finance: “Audit committee financial expert” designation; former CFO and CEO, public accounting foundation.
• Industry/operator: Multi-decade leadership in manufacturing; governance roles across public/private boards.
• Education: B.S. in accounting, Arizona State University.

Equity Ownership

• Stock ownership guidelines: Non-employee directors must hold at least 4× annual retainer; expected to achieve within 3 years from April 2022 and maintain thereafter (compliance status not disclosed).
• Hedging/shorting policy: Prohibits hedging, monetization transactions, and short sales by directors and immediate family.
• Pledging: No pledges disclosed involving Fredlake; the proxy notes no arrangements (including pledges) expected to result in a change of control.

Insider Trades

• Section 16 compliance: All required reports were timely for 2024 except a former CEO’s Form 5; no directors noted as delinquent.

Governance Assessment

• Strengths

  • Independent director with deep audit and operational credentials; designated financial expert; chairs Audit Committee and serves on Compensation and Nominating & Governance—supports board effectiveness and risk oversight.
  • Confirmed independence; strong attendance and annual meeting participation; robust insider trading and anti-hedging policy; director ownership guidelines promote alignment.
  • No related-party transactions disclosed involving him; Audit Committee controls related-party review.

• Watch items / potential risks

  • Equity award acceleration upon change-in-control (plan-level) could be viewed as generous; monitor award mix and vesting terms over time.
  • High shareholder concentration (e.g., Coliseum Capital ~78.6%) can influence governance dynamics despite director independence; continued scrutiny of committee objectivity is warranted.
  • Compensation committee membership overlap among independent directors is normal for small boards but increases workload concentration; ensure ongoing cadence of meetings and evaluations.

• Signals affecting investor confidence

  • Audit Committee chaired by a financial expert and active meeting cadence (4 meetings in 2024) is a positive signal for financial oversight.
  • Director compensation mix weighted toward cash retainer plus equity grants aligns with market norms; 2024 total for Fredlake was $197,602 (cash $165k; stock $32.6k).
  • Board met 15 times in 2024 with strong attendance; all directors attended the 2024 annual meeting—indicates engagement.