John L. Fouts
About John L. Fouts
Independent director since 2024; age 57; appointed September 23, 2024. Background spans public and private investing (partner at Water Street Capital, 2002–2021), operating experience as CEO of e-dr.com (2000–2001), buy-side at Caxton (1998–2000), and consulting at Boston Consulting Group; also Trustee of the Georgia Tech Foundation (since 2014) and Chair of its Investments Committee (since July 2024). Education not disclosed in the proxy; core credentials emphasize capital markets expertise and board-relevant investment oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fouts Family Investments | Managing Member | 2021–present | Private investment oversight; capital allocation leadership |
| Water Street Capital | Partner | 2002–2021 | Public markets and private investing; portfolio management |
| e‑dr.com | Chief Executive Officer | 2000–2001 | Operational leadership in distribution; CEO experience |
| Caxton Corporation | Associate | 1998–2000 | Investment analysis at multi-strategy firm |
| Boston Consulting Group | Consultant | Pre‑1998 | Strategy consulting; analytical foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Georgia Tech Foundation | Trustee | 2014–present | Investment oversight; fiduciary stewardship |
| Georgia Tech Foundation | Chair, Investments Committee | Jul 2024–present | Leads investment committee; governance of endowment assets |
| Other public company boards | — | — | None disclosed in proxy |
Board Governance
- Independence: Board determined Fouts is independent under Nasdaq/SEC standards and Audit Committee heightened independence (Rule 10A‑3).
- Committees:
- Audit Committee member; joined September 23, 2024; Board states each Audit Committee member is financially literate and qualifies as an “audit committee financial expert.”
- Nominating/Governance Committee member; appointed November 21, 2024.
- Attendance and engagement: FY2024 had nine Board meetings; each director attended at least 75% of Board and applicable committee meetings; executive sessions held at all regularly scheduled Board meetings without management present.
- Board size and elections: Six directors; annual election by plurality; all current directors standing for re‑election.
Fixed Compensation
- Director pay structure (effective April 1, 2024): Annual Board fee increased from $145,000 to $205,000; Chair fees unchanged—Audit ($25,000), HR Compensation ($12,500), Nominating/Governance ($10,000); paid quarterly.
- Equity/cash mix elections: At least 50% of total annual director compensation must be paid in common stock or Director PSUs; in FY2024, all non‑employee directors elected 50% cash/50% PSUs except Fouts, who elected 100% PSUs.
| FY 2024 Director Compensation (USD) | Fees Earned or Paid in Cash | Stock Awards (PSUs, grant‑date fair value) | Option Awards | Non‑Equity Incentive | All Other | Total |
|---|---|---|---|---|---|---|
| John L. Fouts | $65 | $4,392 | — | — | — | $4,457 |
- Director PSUs: Granted quarterly; PSUs convert one‑for‑one into common stock upon the director leaving the Board for any reason; quarterly PSUs determined by dividing elected PSUs portion by closing price on last trading day of the quarter.
Performance Compensation
- No performance‑based components for non‑employee directors were disclosed; Director PSUs are service‑based until Board departure (no stated revenue/EBITDA/TSR metrics for directors).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in proxy for Fouts |
| Private/non‑profit boards | Georgia Tech Foundation Trustee; Chair of Investments Committee |
| Interlocks/shared directorships | None disclosed for Fouts |
Expertise & Qualifications
- Public markets and private investing; long tenure at Water Street Capital supports capital allocation and portfolio oversight.
- Operating executive experience as CEO; brings practical management perspective.
- Institutional investment governance through Georgia Tech Foundation; chairs investments committee.
- Audit Committee financial expert designation via Board’s determination of all Audit Committee members.
Equity Ownership
- Shares outstanding at record date (Dec 27, 2024): 20,006,630.
- Beneficial ownership (includes Director PSUs):
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| John L. Fouts | 7,315 | <1% | Includes 22 Director PSUs convertible upon Board departure |
- Alignment policies: Insider Trading Policy prohibits short sales and trading in options on Company securities; hedging restrictions apply to directors.
- Ownership guidelines: Board does not impose formal stock ownership guidelines for executive officers; director ownership guidelines not specified; election requires at least 50% of director pay in stock or PSUs, which increases alignment.
Governance Assessment
- Strengths:
- Independence and committee placement: Fouts is independent and serves on Audit (financial expert standard) and Nominating/Governance—roles central to oversight of financial reporting and board composition/conflicts.
- Ownership alignment: 100% election of compensation in Director PSUs indicates long‑term alignment and deferral until Board exit.
- Board process: Regular executive sessions without management; clear policies for related‑party transactions and conflicts oversight via Audit and Nominating/Governance.
- Watch items / RED FLAGS:
- Majority stockholder control: Tontine beneficially owns ~54.77% of common stock, enabling control over director elections and major transactions; Company subleases office space from Tontine Associates under market‑rate sublease (payments approx. $105,534 in FY2024; total due Oct 1, 2023–Sep 30, 2025 ~$209,038 excl. CAM). This is a governance risk factor though mitigated by documented review and market terms.
- Director compensation increase: Board fee rose ~41% (from $145k to $205k) effective April 1, 2024 following peer review; increases fixed pay level for directors—monitor linkage to performance and workload.
- Attendance: Each director met at least 75% attendance in FY2024; committees met frequently (Audit 6x; Nominating/Governance 5x), supporting engagement.
- Say‑on‑pay and shareholder feedback: Company receives annual advisory votes; 2024 say‑on‑pay approved; specific percentages not disclosed.
Related‑party/conflict procedures: Written Related Person Transaction Policy mandates Audit Committee pre‑approval and public disclosure; Nominating/Governance Committee explicitly reviews director/executive conflicts and resolution processes.