Jefferson Gramm
About Jefferson Gramm
Independent director at The Joint Corp. (JYNT), age 49, appointed to the Board effective January 2, 2024; co-founder, partner and portfolio manager at Bandera Partners LLC since 2006. Background includes prior role as Managing Director at Arklow Capital (2004–2006), with extensive public board experience; education: BA in Philosophy, University of Chicago; MBA, Columbia University . The Board determined he is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arklow Capital, LLC | Managing Director | Oct 2004–Jul 2006 | Distressed/value investing experience |
| Rubicon Technology, Inc. | Director | Not disclosed | Board governance experience (prior board) |
| Ambassadors Group Inc. | Director | Not disclosed | Board governance experience (prior board) |
| Morgan’s Foods Inc. | Director | Not disclosed | Board governance experience (prior board) |
| Peerless Systems Corporation | Director | Not disclosed | Board governance experience (prior board) |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Bandera Partners LLC | Co-Founder, Partner, Portfolio Manager | Current | Founded 2006; significant JYNT shareholder via Bandera |
| Tandy Leather Factory, Inc. | Chairman of the Board | Current | Public company board chair |
| Innovative Food Holdings, Inc. | Director | Current | Public company board director |
Board Governance
- Independence: Independent director; all non-employee directors (including Gramm) are independent; CEO is non-independent .
- Committee assignments: Member, Compensation Committee (not Chair) .
- Attendance: Board held 8 meetings in 2024; Compensation Committee held 5. All directors attended at least 75% of Board and committee meetings .
- Lead independent director: Matthew E. Rubel (appointed Lead Director in 2017) .
- Executive sessions: CEO excluded for part of each meeting to enable independent director discussion .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Stipends ($) | Equity Grants ($) | Total ($) |
|---|---|---|---|---|
| 2024 | — | — | — | — |
- Notes: In 2024, with the exception of Jefferson Gramm, each non-employee director received a $50,000 annual cash fee and $50,000 in restricted stock at election/reelection; committee chairs and members received additional stipends. Gramm did not receive director cash fees or equity grants in 2024 .
Performance Compensation
| Component | Structure | Amount/Grant Detail | Vesting/Performance Metrics |
|---|---|---|---|
| Annual director equity | Time-vested RS (typical) | $50,000 RS at election for other directors | Vests at next annual meeting or 1 year; no performance metrics disclosed |
| Gramm equity (director) | N/A in 2024 | No director RS/option grants to Gramm in 2024 | N/A |
- No performance metrics (TSR, EBITDA, ESG) tied to director compensation disclosed; director grants are time-based and not performance-conditioned .
Other Directorships & Interlocks
| Company | Type | Role | Committee roles | Potential Interlocks/Conflicts |
|---|---|---|---|---|
| Tandy Leather Factory, Inc. | Public | Chairman | Not disclosed | None with JYNT disclosed |
| Innovative Food Holdings, Inc. | Public | Director | Not disclosed | None with JYNT disclosed |
| Rubicon Technology, Inc. | Public (prior) | Director | Not disclosed | Prior role; no interlocks disclosed |
- No disclosed shared directorships with JYNT competitors, suppliers, or customers .
Expertise & Qualifications
- Board and governance: Extensive public company board experience; corporate governance perspective aligned with shareholder issues .
- Financial acumen: Identified skills include financial expertise; public board expertise .
- Education: BA, University of Chicago; MBA, Columbia University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Nature of Ownership/Notes |
|---|---|---|---|
| Jefferson Gramm (via Bandera Partners LLC) | 3,937,296 | 25.7% | Gramm may be deemed to share voting/disposition power over Bandera’s holdings; Schedule 13D/A (Jan 6, 2025) |
| Shares outstanding (record date) | 15,322,532 | — | Basis for percentage calculation |
- Stock ownership guidelines: Directors required to hold 2x annual cash retainer within five years . Compliance status for Gramm not specified; note he did not receive a retainer in 2024 .
- Hedging/pledging: Anti-hedging policy prohibits hedging, options, and pledging/margin accounts for directors; no pledges disclosed for Gramm .
Insider Trades and Section 16 Compliance
| Item | Status |
|---|---|
| Form 4 transactions listed in proxy | Not specified (proxy does not enumerate director trades) |
| Delinquent Section 16(a) filings | None disclosed for Gramm; company noted delinquencies only for Peter Holt and Jake Singleton |
Related Party Transactions and Potential Conflicts
| Date/Period | Counterparty | Transaction | Terms/Amounts | Status/Notes |
|---|---|---|---|---|
| Dec 2020 | Marshall Gramm (family member) | Franchise licenses purchased | $39,900 and $29,900 (multi-unit $10,000 discount on second license) | Standard terms; treated like other franchisees |
| Apr 2020 & 2021 | Franchisee where Jefferson Gramm was 50% co-partner | Franchise licenses purchased | $39,900 (2020) and $29,900 (2021) | Gramm divested his interest in the clinics in Q4 2024 |
| Oct 2020 (balance as of Dec 31, 2024) | Unaffiliated franchisee | Unsecured loan by Gramm | ~$370,000 original; $270,800 remaining balance at 12/31/24 | |
| Dec 19, 2024 | Bandera Partners and JYNT | Amended Nomination and Standstill Agreement | JYNT to nominate Gramm; Bandera voting commitments, standstill, transfer restrictions, mutual non-disparagement; expires Jan 2, 2026 or 30 days before 2026 nomination deadline |
- Board policy: Related person transactions require Audit Committee approval; directors with an interest must recuse; transactions evaluated for comparability to third-party terms .
Compensation Committee Analysis
- Composition: Chair Suzanne M. Decker; members Abraham Hong and Jefferson Gramm (independent) .
- Consultant: Korn Ferry engaged Feb 2023 for executive compensation benchmarking; biennial evaluation expected next in 2025; no re-evaluation since 2023 .
- Scope: Determines cash/equity for executive officers; administers clawback policy; delegates limited RS authority to CEO for non-Section 16 hires .
- Clawback: Executive Officer Clawback Policy adopted in 2023, compliant with SEC/Nasdaq (recoupment on restatement for compensation received on/after Oct 2, 2023) .
Governance Assessment
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Positives:
- Strong ownership alignment: Gramm, through Bandera, beneficially owns ~25.7% of JYNT; alignment with shareholder value creation .
- Independence and governance: Independent director; serves on Compensation Committee; robust anti-hedging/anti-pledging policy; executive sessions held each meeting .
- Attendance: Board and committees evidence high engagement (≥75%) .
- Related-party oversight: Formal policy requiring Audit Committee review and director recusal .
-
Watch items / RED FLAGS:
- Related-party exposure: Family and affiliated franchise license purchases; unsecured loan to a franchisee; although stated to be on standard terms, these relationships warrant ongoing scrutiny for preferential treatment risks .
- Activist dynamics and influence: Amended Nomination and Standstill Agreement (director nomination, voting commitments, standstill, transfer restrictions) through Jan 2, 2026 reflects negotiated governance; beneficial stake (~25.7%) amplifies influence—monitor for alignment with minority shareholders and board independence .
- Director fee exception: Gramm did not receive the standard director cash/equity retainers in 2024; while ownership provides alignment, absence of standard board compensation could signal atypical incentives or negotiated terms—clarity on future compensation advisable .
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Overall: Gramm brings capital markets and governance expertise with substantial ownership alignment. The disclosed related-party transactions and the standstill framework should be actively overseen by independent committees to mitigate conflict risks and maintain investor confidence .