James Avery

About James B. Avery

James B. Avery, age 61, has served on Inseego’s Board since August 2018 and is currently Senior Managing Director at Tavistock Group; he previously co‑founded and served as Managing Director of GCA Savvian (2003–2014) and spent 10 years at Morgan Stanley advising on strategy, M&A, and capital markets; he holds a B.S. in Finance from Miami University . The Board has determined Mr. Avery is independent under Nasdaq listing standards . He chairs the Nominating & Corporate Governance Committee and serves on the Compensation and Audit Committees .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Avery is independent under Nasdaq rules .
• Committee assignments (2025): Chair, Nominating & Corporate Governance; Member, Compensation; Member, Audit .
• Attendance: In 2024 the Board met 14 times; each incumbent director attended at least 75% of Board/committee meetings they served on. All then‑current directors attended the 2024 annual meeting .
• Board leadership: Jeffrey Tuder appointed independent Chair in February 2025 (served previously Aug 2022–Feb 2024) .

Committee composition and 2024 meeting cadence:

Fixed Compensation

Director retainer schedule (non‑management directors; 2024 framework):

Avery’s reported director pay:

Notable mechanics:

• Effective Sept. 10, 2025, non‑management directors may elect to receive all or a portion of annual retainers in the form of immediately‑vested common stock (paid quarterly) .
• As required by his Tavistock employment, Avery’s cash fees are paid to Tavistock Foundation, Inc., and equity awards are issued to Tavistock Holdings, Inc. .

Performance Compensation

Director equity policy:

Awards outstanding (as of Dec. 31, 2024):

No performance‑based equity metrics (e.g., PSUs tied to TSR/EBITDA) are disclosed for non‑management directors; equity is time‑vested RSUs .

Other Directorships & Interlocks

Expertise & Qualifications

• Strategic corporate matters, M&A and capital markets expertise from GCA Savvian (co‑founder/MD), Morgan Stanley (10 years), and other advisory roles .
• Governance experience as Chair of Nominating & Corporate Governance; service on Audit and Compensation committees .
• Education: B.S., Finance, Miami University .

Equity Ownership

Beneficial ownership (as of June 30, 2025):

Disclosure notes:

• Avery disclaims beneficial ownership of securities held by Braslyn Ltd., Golden Harbor Ltd. or Tavistock Holdings, Inc.; he is obligated to transfer any Company equity award shares or economic benefits to Tavistock Holdings, Inc. .
• Company policy prohibits pledging or hedging of Company stock by directors and executive officers .
• No stock ownership guidelines for directors or executives (historically encouraged but not mandated) .

Unvested awards (as of Dec. 31, 2024): 7,655 RSUs (issued to Tavistock Holdings, Inc. per Avery’s arrangement) .

Related‑Party Transactions (Conflict Risk)

• Short‑Term Loan (June 28, 2024): $19.5M senior secured loan from South Ocean (Golden Harbor/Tavistock affiliate) and participant lenders; 12% interest; 4% exit fee; warrants to purchase 550,000 shares at $12.12; repaid in Nov 2024 .
• Convertible Notes Exchange (Nov. 6, 2024): Exchange with North Sound Partners and Golden Harbor of $80M face value into ~2.4M shares, $31.8M new senior secured notes due 2029, and ~1.5M warrants at $12.12 .
• Interest Payments (2024): To Golden Harbor $805,859; North Sound Trading, L.P. $1,830,252; Chris Lytle IRA $12,052 under 2025 notes .
• Siena Loan Participation Exit Fees (Apr. 19, 2024): $300,000 to South Ocean; $100,000 to North Sound Ventures, LP .
• Oversight: Audit Committee reviews/approves related‑party transactions; directors must recuse from discussions affecting their personal/business interests .

Say‑on‑Pay & Shareholder Feedback

• 2024 say‑on‑pay approval: 95.8% of votes cast in favor .
• 2025 annual meeting results (Sept. 10, 2025):
  • Say‑on‑pay votes: For 6,220,265; Against 228,420; Abstain 72,414; Broker non‑votes 3,953,451 .
  • Auditor ratification (CBIZ CPAs P.C.): For 10,313,575; Against 112,658; Abstain 48,317 .
  • Director elections: Brian Miller For 6,363,040 / Withheld 158,059; George Mulhern For 6,433,039 / Withheld 88,060; 3,953,451 broker non‑votes .

Governance Assessment

• Strengths:

  • Independent director with deep capital markets and M&A experience; chairs Nominating & Corporate Governance and serves on Audit and Compensation, with regular committee activity (Audit 4x, Comp 8x, N&CG 5x in 2024) .
  • Attendance and engagement adequate (Board met 14x in 2024; at least 75% attendance for incumbents; full attendance at 2024 annual meeting) .
  • Hedging/pledging prohibitions reduce misalignment risk .
  • Strong say‑on‑pay support historically (95.8% in 2024) .

• Risk indicators / potential red flags:

  • Material related‑party financing involving Tavistock/Golden Harbor affiliates (where Avery is a senior executive) and North Sound (another director’s affiliate), including loans, exchange transactions, warrants, and fees—heightening perceived conflict risk, though reviewed under the Audit Committee’s related‑party policy .
  • No formal stock ownership guidelines for directors, potentially weakening long‑term alignment (mitigated partly by RSU grants and 2025 policy enabling retainers paid in stock) .

• Alignment signals:

  • Director equity awards are primarily time‑based RSUs; Avery’s equity is issued to Tavistock entities per his employment terms, and he disclaims beneficial ownership—limiting direct “skin‑in‑the‑game” optics at the individual level .
  • The 2025 update allowing retainers in stock may improve visible alignment if elected by directors .

Appendix: Additional Disclosures Referenced

• Compensation Committee interlocks: Avery and Tuder served in 2024; neither has ever been an officer/employee (note: Brace removed upon becoming Executive Chairman) .
• Code of Conduct/ethics framework and stockholder communications process .
• Audit Committee report and independence oversight of the external auditor .