James O. Donnally

About James O. Donnally

Independent Class II director of Innventure, Inc. (INV) since 2024; age 60. Background spans >30 years in finance and company development, including Vice President & CFO of Glockner Enterprises (1996–2023) and CFO of PureCycle Technologies (2017–2020). He is Managing Member of Bellringer Consulting Group, LLC and General Partner of Glockner Family Venture Fund, LP (since 2023). Bachelor’s in Accounting with minors in economics, finance, philosophy, psychology and theater from Marshall University (1991) .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Audit Committee; Member, Compensation Committee; Member, Nominating & Corporate Governance (N&CG) Committee .
• Audit committee financial expert: The Board determined Donnally qualifies as an “audit committee financial expert” (Item 407 S-K) .
• Independence: Board affirmed independence of James O. Donnally under SEC and Nasdaq standards .
• Attendance and engagement: In 2024, the Board met 3 times; all directors attended all Board meetings. All committee members attended all meetings (Audit 2, Compensation 1, N&CG 1). Independent directors held two executive sessions in 2024; expect at least two to four per year .
• Board structure: Separate Executive Chairman and CEO; no Lead Independent Director currently .
• Policies: Compensation clawback adopted in Oct 2024 (Nasdaq 5608) . Insider trading policy prohibits hedging and discourages pledging/using shares as collateral .

Fixed Compensation

• Program structure (non-management directors): Annual cash retainer $80,000; committee chair retainer $20,000; committee member retainer $10,000; paid quarterly .
• 2024 actual (pro-rated as Board formed Oct 2024): | Component | Amount (USD) | |---|---| | Cash fees earned (2024) | $27,500 | | Notes | Cash retainer is annualized at $80,000 per policy; 2024 figure reflects partial-year service . |

Performance Compensation

• Equity structure: Initial RSU grant targeted at $90,000 upon plan adoption (vests at 2025 annual meeting); annual equity retainer $120,000 in RSUs (vests by next annual meeting) .

• 2024 director equity awards (reported): | Award Type | Grant/Status | Quantity/Value | Terms | |---|---|---|---| | RSUs | Outstanding as of 12/31/24 | 7,377 RSUs; $89,999 grant date fair value | Initial equity grant for service from closing to 2025 annual meeting; generally vests at 2025 AGM, subject to continued service . | | Accelsius SARs (settled in INV stock) | Granted in respect of prior service | 20,000 SARs; $782,000 grant date fair value | Value based on appreciation over base price $12.175 of Accelsius Class A unit; automatic exercise at earlier of 24 months, death, or disability; committee may settle in cash . |

• 2024 pay mix (indicative): Cash $27,500 vs. Equity $871,999 (RSUs + SARs) for total $899,499; equity ~97% of total director pay in 2024 .

Other Directorships & Interlocks

Expertise & Qualifications

• Finance and accounting leadership (CFO), audit experience (CPA background), and venture/operational governance. Qualifies as audit committee financial expert; brings deep familiarity with Innventure’s operating companies (AeroFlexx, Accelsius, Refinity) and earlier-stage scaling .

Equity Ownership

• Beneficial ownership (as of Oct 6, 2025): 4,236,663 shares of Common Stock (7.31% of outstanding) .
• Breakdown: | Component | Shares | |---|---| | Directly held | 4,750 | | James O. Donnally Revocable Trust (sole voting/investment power) | 1,507,808 | | Shared voting power as co-trustee/co-fiduciary on various Glockner-related trusts (see footnote details) | 2,724,105 total across enumerated trusts |
• Additional: As LP group member, Glockner Family Venture Fund, LP beneficially owns 4,680,272 shares; members (incl. Donnally) share equal voting/investment power over those shares per footnote, while the company notes Donnally currently has no authority over the Lender’s decision-making with respect to Innventure investments (tension to monitor) .

Governance Assessment

Strengths

• Independent director; Audit Chair; designated audit committee financial expert; full meeting attendance in 2024; independence affirmed by Board .
• Robust governance policies in place (clawback; anti-hedging/pledging); separate Chair/CEO roles; active executive sessions .

Risks and RED FLAGS

• Related-party exposure:
  • Glockner Family Venture Fund, LP bridge financing (high-cost loan fee/interest) later settled in preferred equity; Donnally is GP and equity holder, and also shares voting/investment power over significant common shareholdings—potential influence and perceived conflicts even with stated lack of investment decision authority on Innventure matters .
  • Auto Now lending to AeroFlexx, followed by equity conversion into Innventure preferred; Donnally is a director of the parent company of Auto Now—transaction requires careful audit committee oversight and recusal to avoid self-review .
• Compensation design outlier: 2024 grant of 20,000 Accelsius SARs ($782k fair value) to Donnally, tied to operating company unit value, meaningfully above peer director equity and potentially creating alignment to a subsidiary’s valuation rather than diversified shareholder returns; awarded for prior service but large quantum is noteworthy .
• Compensation Committee composition: Company discloses that “other than Jim Donnally,” each Compensation Committee member is a non-employee director under Rule 16b-3—this nuance warrants monitoring for any approvals affecting Section 16 matters and independence optics .

Implications for investors

• Audit Chair with deep finance background is a positive for financial oversight. However, breadth and materiality of related-party transactions linked to entities where Donnally holds governance/economic ties, coupled with his central role on the Audit Committee, present governance risk that hinges on consistent recusals, transparent disclosure, and robust application of the related-party transaction policy .

Related-Party Transactions (select items involving Donnally-linked entities)

• Glockner Family Venture Fund, LP (bridge financing): $10.0M lent (Aug 20, 27, Sept 3, 2024 installments) with $1.0M loan fee; amended Oct 1, 2024 to bear 15.99% interest; deemed repaid Mar 20, 2025 for issuance of 1,392,059 Series C Preferred shares on Mar 24, 2025. Donnally is GP/equity holder; disclosure states he currently has no authority over the Lender’s Innventure investment decisions .
• Auto Now facility to AeroFlexx Packaging (affiliate): Up to $4.0M revolving (prime + 5% capped at 12%); outstanding ~$2.7M as of 12/31/2024; on Mar 20, 2025 obligations deemed repaid in exchange for issuance of 578,294 Series C Preferred shares to Glockner Family Venture Fund, LP. Donnally is a director of Auto Now’s parent .

Policy/Process

• Audit Committee is charged with reviewing and approving related-party transactions; formal policy outlines independence considerations and fairness tests . Given Donnally’s Audit Chair role, robust recusals and documentation are critical when his related entities are involved.

Director Compensation (2024)

Notes:

• As of 12/31/24, non-management directors held 7,377 RSUs each (initial grant) .
• Director Compensation Plan: annual $80,000 cash retainer; $120,000 annual RSU retainer; committee chair $20,000; committee member $10,000 .

Equity Ownership Detail (as of Oct 6, 2025)

Breakdown:

• 4,750 shares directly held .
• 1,507,808 shares via James O. Donnally Revocable Trust (sole voting/investment power) .
• 2,724,105 shares held by various Glockner family trusts where Donnally is co-trustee (shared voting power), detailed in footnote (beneficiaries and amounts enumerated) .

Governance Policies Relevant to Alignment

• Insider Trading Policy: Prohibits hedging; discourages pledging and margin arrangements—reduces misalignment risks from hedging/pledging practices .
• Clawback Policy (Section 16 officers): Recovery of incentive-based compensation upon certain restatements; while focused on officers, signals governance posture on accountability .

Summary Assessment

• Positive: Independent Audit Chair and financial expert with full attendance; clear governance framework and risk oversight; meaningful personal ownership suggests alignment .
• Watch items: Magnitude and structure of related-party financing and operating company transactions linked to entities where Donnally has roles; large subsidiary-linked SAR grant; Compensation Committee designation nuance. Strong recusals, transparent disclosure, and rigorous application of the related-party policy are essential to maintain investor confidence .