James Ousley
IdentivAbout James E. Ousley
James (“Jim”) E. Ousley, age 79, is the independent Chairman of the Board, serving as a director since 2014 and Chairman since 2015. He has 40+ years leading global technology and telecom organizations, is designated the Audit Committee financial expert, and was affirmed independent under Nasdaq and SEC rules. In February 2025, he became CEO and President of Vitech, Inc., and he has served as Senior Operating Managing Partner at CVC Growth Capital since July 2014. Attendance met at least the 75% threshold in 2024 across board and committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Savvis, Inc. | Chief Executive Officer | Mar 2010 – Apr 2013 | Led through acquisition by Lumen Technologies; subsequently President of Enterprise Markets Group at CenturyLink Technology Solutions (cloud/managed solutions) |
| Vytek Wireless, Inc. | President & CEO | Prior to Savvis (dates not specified) | Company acquired by CalAmp |
| Syntegra (USA), division of BT Group plc | President & Chairman | Prior to Savvis (dates not specified) | Leadership in telecom services |
| Control Data Systems | President & CEO | Prior to Savvis (dates not specified) | Led business acquired by BT Group plc |
| Control Data Corporation | Various executive roles | Prior to above | Mainframe/supercomputer firm |
External Roles
| Organization | Role | Status | Tenure/Notes |
|---|---|---|---|
| Vitech, Inc. | Chief Executive Officer & President; Director | Current | CEO since Feb 2025; Insurance industry software/SaaS provider |
| Global Cloud Xchange, Inc. (GCX) | Director | Current | Network services provider |
| Chayora Limited | Director | Current | Infrastructure developer/data center operator |
| Health First Foundation – Northern Arizona | Director | Current | Healthcare fundraising foundation |
| Omada, Inc.; Skybox Security, Inc.; Integra, Inc.; Datalink, Inc.; Savvis, Inc.; ActivIdentity Corporation; Control Data Systems, Inc.; Pacnet, Inc.; Peak10; Bell Microproducts Inc.; others | Director (prior) | Past | Extensive public/private tech/network boards |
Board Governance
- Structure: Six directors. The company is phasing out a classified board; if approved, all directors will stand for annual elections starting 2026 (declassification amendment). Removal rules would shift to allow removal without cause for non-class terms.
- Leadership: Roles separated; CEO is Kirsten F. Newquist and independent Chairman is James E. Ousley. Lead Independent Director elected only if CEO and Chairman roles combine.
- Independence: All directors other than the CEO are independent under Nasdaq/SEC rules.
- Committee Assignments:
- Audit Committee: Angelini, Kremen, Ousley (Chair); Ousley designated Audit Committee financial expert; 4 meetings in 2024.
- Compensation Committee: Angelini (Chair), Kremen, Kuntz; 4 meetings in 2024.
- Nominating Committee: Angelini, Kuntz (Chair), Ousley; no meetings in 2024.
- Attendance: Board met 10 times in 2024; all directors attended at least 75% of meetings and committees; four directors attended the 2024 annual meeting.
- Policies:
- Director resignation policy for majority-against/withhold in uncontested elections.
- Code of Conduct and ongoing related-party review; related transactions require approval by independent directors/committee.
- No hedging prohibition (company states it does not have a policy prohibiting hedging).
- Governance Changes Proposed: Officer exculpation amendment to extend Delaware 102(b)(7) protections for covered officers in direct stockholder claims (not derivative), with customary exclusions for loyalty/bad faith/benefit.
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual Director Retainer | $175,000 | Chairman retainer per board year; standard director retainer $125,000; effective for board years beginning Jun 1, 2023 and Jun 1, 2024 |
| Committee Membership Fees | $5,000 per committee | Additional annual retainer per committee |
| Committee Chair Fees | $20,000 (Audit Chair); $10,000 (Comp/Nominating Chair) | Annual retainer for chair roles |
| 2024 Fees Earned (Cash) – Ousley | $102,500 | As reported for 2024 director service |
| 2024 Stock Awards (RSUs) – Ousley | $100,003 | Grant-date fair value (ASC 718) |
| 2024 Total Director Compensation – Ousley | $202,503 | Fees + RSU grant-date fair value |
| RSU Election | 50% of annual retainer in RSUs | Directors elected to receive 50% of retainer in RSUs; remaining 50% in quarterly cash; RSUs vest monthly (1/12th) beginning Jun 1, 2024; settlement on earlier of three years from initial vesting start date or separation of service |
Performance Compensation
- Directors do not receive performance-based cash bonuses; equity is time-based RSUs for board service. Vesting monthly, with deferred settlement as noted. No director performance metrics disclosed.
Other Directorships & Interlocks
| Type | Company | Role | Potential Interlock/Exposure |
|---|---|---|---|
| Public/Private Boards (current) | Vitech, Inc.; Global Cloud Xchange, Inc.; Chayora Limited; Health First Foundation – Northern Arizona | Director (plus CEO/President at Vitech) | No Identiv-related transactions disclosed; Audit Committee reviews related-party transactions if any |
| Prior Public Boards | Datalink, Savvis, ActivIdentity, Peak10, Bell Microproducts, others | Director | Historical tech/network companies; no current related-party transactions disclosed |
Expertise & Qualifications
- Audit Committee financial expert designation; extensive corporate finance, private equity, M&A, and technology commercialization experience.
- Skills matrix indicates Ousley’s breadth across strategy, finance, operations, R&D/innovation, sales/marketing, M&A, regulatory/compliance, risk management, and public company leadership/board experience.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership | 257,755 shares | 1.1% of outstanding common shares (23,575,004 as of Apr 14, 2025) |
| Options – Exercisable | 1,000 shares | Options exercisable within 60 days of Apr 14, 2025 |
| RSUs – Vested (not settled) | 14,041 and 23,295 RSUs (deferred) | Settlement deferred to earlier of Jun 1, 2026 and Jun 1, 2027 or departure |
| RSUs – Unvested | 11,647 RSUs (as of Dec 31, 2024) | Director service RSUs outstanding |
| RSUs – Additional vesting near-term | 8,311 RSUs vesting within 60 days of record date | As footnoted; settlement deferral applies (company footnote references Apr 14, 2024) |
- No pledging or hedging disclosures specific to Ousley; company states no policy prohibiting hedging (governance weakness).
Governance Assessment
- Positive signals:
- Independent Chairman separate from CEO; clear leadership delineation.
- Declassification proposal for annual director elections by 2026 enhances accountability.
- Audit Committee chaired by a financial expert (Ousley); routine oversight of cybersecurity and financial risks; related-party transaction review.
- Director resignation policy for majority-against/withhold in uncontested elections.
- Board/committee attendance met threshold; 10 board meetings in 2024.
- Director pay includes substantive equity (RSUs with deferred settlement), aligning incentives with shareholder value.
- Watch areas / RED FLAGS:
- No hedging prohibition policy disclosed, which can undermine alignment if insiders hedge exposures.
- Officer exculpation amendment (Delaware 102(b)(7) for officers) may be viewed as reducing accountability in direct stockholder claims (limited scope; excludes loyalty/bad faith/benefit).
- Extensive external commitments (CEO of Vitech and multiple boards) present potential time-commitment challenges; no specific attendance issues disclosed.
- Conflicts/Related Parties: No related-party transactions involving Ousley disclosed; policy requires independent approval for any such transactions.
Overall, Ousley’s profile supports board effectiveness in finance, risk, and strategy, with equity-linked director pay and independent chairmanship strengthening governance; however, absence of a hedging prohibition and the officer exculpation proposal are investor-confidence watch items.