Andrew L. Graham
LM FUNDING AMERICAAbout Andrew L. Graham
Andrew L. Graham (age 67) is an independent director of LM Funding America, Inc., serving since the company’s IPO in October 2015; he is Vice President, General Counsel, and Secretary of HCI Group, Inc. (NYSE:HCI) since June 2008, with prior in‑house counsel roles at Trinsic/Z‑Tel (1999–2007). He holds a B.S. in Accounting (Florida State University) and a J.D. and LL.M. in Taxation (University of Florida); he was licensed as a CPA in Florida from 1982 to 2001. The Board identifies him as an “Audit Committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trinsic, Inc. (f/k/a Z‑Tel Technologies) | Various roles incl. General Counsel | 1999–2007 | Public company counsel experience (financial reporting, disclosure, governance) |
| Hillsborough County, Florida | Internal Audit Committee Member | 2011–2016 | County audit oversight; governance/audit expertise |
| Hillsborough Community College | Board of Trustees | 2007–2011 | Oversight of large public institution |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| HCI Group, Inc. (NYSE:HCI) | Vice President, General Counsel & Secretary | Jun 2008–Present | Public | Senior legal executive; not disclosed as a director |
Board Governance
- Independence: The Board determined Mr. Graham is independent under Nasdaq rules and Exchange Act Rule 10A‑3; he is one of five independent directors named.
- Committees:
- Audit Committee: Chair; identified by the Board as the Audit Committee financial expert; committee met 4 times in 2024.
- Compensation Committee: Not a member; the committee met 14 times in 2024.
- Nominating & Corporate Governance Committee: Not a member; the committee met 6 times in 2024.
- Attendance and engagement: The Board met 8 times in 2024; all directors attended at least 75% of Board and committee meetings on which they served; independent directors held periodic executive sessions.
- Leadership structure: CEO Bruce M. Rodgers also serves as Board Chair; proxy does not disclose a Lead Independent Director role.
- Election status: Nominated for re‑election as a Class III director at the October 14, 2025 annual meeting.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual cash retainer (Audit Committee member) | $99,000 | $99,000 |
| Option awards (grant date fair value) | $0 (waived) | $0 (waived) |
- Current Non‑Employee Director Compensation Program (adopted Nov 18, 2022): Annual cash retainer of $66,000 for directors or $99,000 for Audit Committee members, plus annual stock option awards valued at the same amounts; annual option grants vest 50% at 180 days and 50% at 1 year from grant, typically granted on the day of the annual meeting. In 2024, the Board waived annual option awards; initial appointment options of $25,000 are automatic under the program.
Performance Compensation
| Component | 2023 | 2024 | Design / Metrics |
|---|---|---|---|
| Annual option award | $0 (waived) | $0 (waived) | Director options vest time‑based: 50% at 180 days, 50% at 1 year; no performance metrics disclosed. |
No performance‑based metrics (TSR/EBITDA/ESG) are disclosed for director equity; grants are time‑based options under the Director Program.
Other Directorships & Interlocks
| Company/Institution | Role | Period | Public Co. Board? | Interlock/Conflict Notes |
|---|---|---|---|---|
| HCI Group, Inc. | VP, GC & Secretary | 2008–Present | No | External officer role; LMFA discloses no related‑party transactions involving Mr. Graham. |
| Hillsborough County Internal Audit Committee | Member | 2011–2016 | N/A | Public sector audit oversight; not a corporate directorship. |
| Hillsborough Community College | Trustee | 2007–2011 | N/A | Educational institution governance. |
- Related‑party transactions: Proxy discloses arrangements involving another director (BLG/BLGAL) but “except as set forth,” no transactions requiring disclosure involving other directors; no adverse interests disclosed for Mr. Graham.
Expertise & Qualifications
- Accounting, audit, and tax depth: B.S. Accounting; former Florida CPA (1982–2001); significant experience with auditing standards and internal controls.
- Legal/governance expertise: Long‑tenured public company general counsel; brings corporate governance, disclosure, and M&A perspective.
- Designated Audit Committee financial expert under SEC rules.
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership (shares) | 47,387; less than 1% of outstanding |
| Common shares held | 17,303 |
| Stock options exercisable | 17 options @ $625.00; 2,101 options @ $35.70; 27,966 options @ $3.54 (all currently exercisable) |
| Shares pledged as collateral | None disclosed |
Insider Trades (Section 16)
| Year | Filing Compliance | Notes |
|---|---|---|
| 2024 | In compliance; no late filings reported for Mr. Graham | Company reports all directors and officers complied in 2024 except one late Form 4 for another officer (Ryan Duran). |
Governance Assessment
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Strengths:
- Independent director; Audit Committee Chair and SEC‑defined financial expert; Audit Committee met 4x in 2024.
- Attendance: Board states all directors met ≥75% threshold; independent director executive sessions held periodically.
- Code of ethics and anti‑hedging policy applicable to directors.
- Compensation Committee used external consultants in 2023 and 2024 (independent oversight of pay).
-
Alignment and incentives:
- Director pay has been primarily cash ($99k in 2023/2024), with the Board waiving annual option awards in 2024, reducing equity‑based alignment for that year.
- Mr. Graham holds vested options across multiple strike prices and ~17k common shares; total beneficial ownership <1%.
-
Potential concerns / RED FLAGS to monitor:
- Combined Chair/CEO structure with no disclosed Lead Independent Director; spousal relationship exists between Chair/CEO and one director (not Mr. Graham), which can elevate independence scrutiny at the board level (not specific to Mr. Graham).
- Equity component for directors can be a key alignment lever; the 2024 waiver of annual option awards reduces at‑risk pay for that year.
- External time commitments: Senior executive role at HCI Group; no attendance shortfall disclosed, but time allocation is a standard monitoring item.
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No legal proceedings or adverse interests disclosed for Mr. Graham; no related‑party transactions involving him; Section 16 compliance reported.
Overall, Graham’s profile supports audit oversight credibility and independence, with strong technical finance and legal credentials. Equity alignment is modest given 2024’s waiver of option grants; continued monitoring of board leadership balance and director equity mix is warranted.