Bruce M. Rodgers
LM FUNDING AMERICAAbout Bruce M. Rodgers
Bruce M. Rodgers, age 61, is Chairman, Chief Executive Officer and President of LM Funding America, Inc. (LMFA). He holds an engineering degree from Vanderbilt University (1985) and a J.D., with honors, from the University of Florida (1991), and served as a U.S. Navy Surface Warfare Officer (1985–1989) . Under the SEC “Pay vs. Performance” disclosure, LMFA’s TSR proxy measure fell from $18.41 to $7.37 (value of a hypothetical $100 investment) in 2023–2024, while net losses improved from $(15.9)mm to $(7.7)mm in 2023–2024 . He serves as a Class I director with term continuing to the 2026 annual meeting .
Performance snapshot:
- TSR ($100 initial investment): 2022 $16.47; 2023 $18.41; 2024 $7.37
- Net (Loss) Income ($000s): 2022 $(29,240); 2023 $(15,944); 2024 $(7,655)
- Revenues (USD): FY2022 $161,618*; FY2023 $144,514*; FY2024 $123,444* (values retrieved from S&P Global)*
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR – Value of $100 Investment | $16.47 | $18.41 | $7.37 |
| Net (Loss) Income ($000s) | $(29,240) | $(15,944) | $(7,655) |
| Revenues (USD) | $161,618* | $144,514* | $123,444* |
Values marked with * were retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Business Law Group, P.A. (BLG) | Owner; Counsel to founders of LM Funding, LLC | Pre-2015 (transferred interest before IPO) | Helped develop LMFA’s business model prior to inception |
| Foley & Lardner LLP | Equity Partner | 1998–2003 | Corporate/securities transactions experience |
| Macfarlane, Ferguson & McMullen, P.A. | Associate/Partner | 1991–1998 | Business transactions law |
| U.S. Navy | Lieutenant, Surface Warfare Officer | 1985–1989 | Leadership; operations background |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| SeaStar Medical Holding Corporation (Nasdaq: ICU) | Director | 2021–2024 | Medtech company board service |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus ($) | Other ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 825,000 | Not disclosed | 473,750 | 26,561 | Health/benefits in “Other” |
| 2023 | 825,000 | Not disclosed | — | 24,860 | — |
Performance Compensation
| Year | Stock Awards ($) | Option Awards ($) | Performance Metrics | Weighting | Target | Actual/Payout |
|---|---|---|---|---|---|---|
| 2024 | — | — | Not disclosed | — | — | Cash bonus paid despite net loss |
| 2023 | 488,345 | 356,503 | Not disclosed | — | — | Equity-heavy year |
Notes:
- Company’s 2021 Omnibus Plan permits performance goals (e.g., TSR, revenue, EBITDA, ROE, FCF), clawback, and prohibits repricing without shareholder approval, but actual annual metric choices/weights for Rodgers were not disclosed .
Equity Ownership & Alignment
As of August 19, 2025:
- Total beneficial ownership: 1,134,411 shares (7.00% of outstanding 15,198,388) .
- Components include: 166,667 options; 843,833 warrants held by BRRR, LLC (entity over which Rodgers and CFO Russell each have beneficial ownership); plus direct and trust holdings (see footnote detail) .
- Anti‑hedging: Company prohibits hedging/monetization transactions in company securities .
- Pledging: No pledging disclosure identified in proxy .
- Ownership guidelines: Not disclosed in proxy.
| Item | Amount | Detail/Source |
|---|---|---|
| Total Beneficial Ownership | 1,134,411 shares | 7.00% of shares outstanding |
| Options (exercisable + unexercisable) | 166,667 shares | Included in beneficial ownership footnote (Rodgers’ options) |
| Warrants via BRRR, LLC | 843,833 shares | Entity over which Rodgers and CFO Russell each have beneficial ownership |
| Anti-hedging policy | — | Hedging/monetization prohibited |
| Pledging | — | Not disclosed |
Outstanding equity at FY end:
- 12/31/2024: Options 83,333 exercisable / 83,333 unexercisable at $4.51; expiration 4/20/2033 .
- 12/31/2023: Unvested stock awards 36,111 shares (value $133,571) .
| As of | Securities | Exercisable | Unexercisable | Exercise Price | Expiration | Unvested Stock |
|---|---|---|---|---|---|---|
| 12/31/2024 | Options | 83,333 | 83,333 | $4.51 | 4/20/2033 | — |
| 12/31/2023 | Unvested Stock | — | — | — | — | 36,111 (value $133,571) |
Employment Terms
| Term | Key Economics |
|---|---|
| Base salary | $750,000 initial under Oct 2021 restated agreement; current salary $825,000 per SCT |
| Equity grant (2022) | 48,662 shares granted; tax shares withheld |
| Change‑of‑control | COE bonuses eliminated via Nov 16, 2022 amendment (Rodgers Amendment) |
| Severance (without cause / good reason) | Two years of salary plus average bonus paid over preceding three years; paid over 2 years; up to 24 months COBRA premium reimbursement |
| Non‑compete/confidentiality | Included in agreement (terms not quantified in proxy) |
| Indemnification | Standard Delaware‑law indemnification agreement in place |
| Clawback | Awards subject to company recoupment/clawback policy under 2021 plan |
Board Governance
- Roles: Rodgers is both Chairman and CEO; Company describes collaborative board process; structure reviewed periodically . Independent directors meet in executive session periodically .
- Independence: Directors Graham, McCree, Mills, Traber, and Silcox are independent; Rodgers is not independent (executive). Audit, Compensation, and Nominating/Governance committees are fully independent .
- Committees and chairs: Audit (Chair: Andrew Graham; financial expert) . Compensation (Chair: Douglas I. McCree) . Nominating & Corporate Governance (Chair: Fred Mills) .
- Meetings: 8 board meetings in 2024; all directors attended at least 75% of board/committee meetings .
- Dual‑role implications: No Lead Independent Director referenced; independent committees and executive sessions partially mitigate combined Chair/CEO structure .
- Director compensation (context): Employee‑directors receive no additional director pay .
Performance & Track Record
- Financing and capital structure: 2025 shareholder proposal sought approval of >19.99% issuance upon exercise of investor warrants from August 2025 PIPE and Registered Direct offerings (gross proceeds ≈$10.4mm and ≈$12.6mm) with anti‑dilution “reset” features; exercise price adjusted to $1.10 as of Sept 5, 2025, increasing potential shares issuable, highlighting dilution risk tradeoffs to fund growth .
- Results/TSR: TSR proxy measure declined to $7.37 in 2024; net loss narrowed to $(7.7)mm in 2024 from $(15.9)mm in 2023 .
Compensation Structure Analysis
- Cash vs equity mix shift: 2024 featured a sizeable cash bonus ($473,750) with no equity grants, versus 2023 equity‑heavy pay (stock $488,345; options $356,503) . Pay was not explicitly tied to disclosed quantitative performance goals .
- Shareholder‑friendly adjustments: 2022 amendments eliminated change‑of‑control bonuses and reduced potential severance from 36 months of salary to 24 months of salary plus an average‑bonus component .
- Clawback and no‑repricing: Plan-level clawback and prohibition on option/SAR repricing without shareholder approval .
- Option cancellation (2022): Rodgers and CFO voluntarily surrendered certain options to free up shares for broader employee grants under the plan—reduces potential overhang, supports retention breadth .
Related Party Transactions (Governance Risk)
- BLG Association Law (BLGAL) services: Company amended a services agreement (originally with BLG, assigned to BLGAL), with monthly fees reduced from $82,000 to $53,000 (Feb 1, 2022), and then to $43,000 (Mar 28, 2024); a $150,000 termination fee was paid to BLG in connection with the assignment. Director Carollinn Gould (Rodgers’ spouse) serves as General Manager of BLGAL .
Risk Indicators & Red Flags
- Combined Chair/CEO, no disclosed Lead Independent Director .
- Dilution from 2024–2025 financing warrants and reset provisions; investor warrants’ exercise price reset to $1.10 with increased share counts as of Sept 5, 2025 .
- Related‑party services arrangement involving spouse‑managed firm (mitigated by fee reductions but still a governance sensitivity) .
- Legal/SEC proceedings: None disclosed for Rodgers or other directors/executives in the last 10 years .
- Hedging/pledging: Hedging banned; no pledging disclosure .
Compensation Committee Analysis
- Composition: Douglas I. McCree (Chair), Martin Traber, Frank Silcox—each independent; committee met 14 times in 2024 .
- Use of independent consultants: Engaged in 2023 and 2024; not engaged in 2021–2022 .
- Authority: Sets NEO pay (other than CEO where recommendations go to Board) and oversees program design .
Employment Terms Summary (Rodgers)
| Provision | Detail |
|---|---|
| Agreement | Amended & Restated Employment Agreement (Oct 2021) |
| Salary | $750,000 initial; current disclosed $825,000 (2023–2024 SCT) |
| Equity | 48,662 shares granted in Feb 2022 (tax shares withheld) |
| Severance | 2x salary + average prior 3-year bonus; paid over 2 years; up to 24 months health premium reimbursement |
| Change of Control | Bonus provisions eliminated (Nov 16, 2022 amendment) |
| Restrictive Covenants | Non‑compete and confidentiality included |
Board Service Details
- Board class/tenure: Class I director; term continues to 2026 meeting .
- Committee roles by Rodgers: None listed; as CEO/Chair, he does not serve on independent committees .
- Independence: Not independent (executive); spouse on board; NASDAQ independence affirmed for other designated directors .
Director Compensation Context (Non‑Employees)
- Cash retainers: $66,000; Audit Committee members $99,000 .
- Director equity: Annual option awards tied to meeting date; vest 50% at 180 days and 50% at one year (FY2024 annual awards were waived by the board) .
- Employees (e.g., Rodgers) receive no additional director compensation .
Say‑on‑Pay & Shareholder Feedback
- 2024 proxy included a non‑binding advisory vote on NEO compensation (no result disclosed in the proxy) .
Investment Implications
- Alignment and overhang: Rodgers’ sizable beneficial stake (7.0%) aligns interests, but includes 166,667 options and an additional 843,833 warrants via BRRR, LLC (shared beneficial interest with the CFO), which may create future supply/overhang or exercise dynamics; monitor Form 4 filings for selling pressure signals .
- Pay‑for‑performance scrutiny: A material 2024 cash bonus was awarded despite a year of negative net income and sharply lower TSR proxy measure, with no disclosed quantitative bonus metrics—suggesting greater committee discretion; investors may seek clearer KPI linkages prospectively .
- Governance mitigants: While the Chair/CEO roles are combined, fully independent committees, an active Compensation Committee (14 meetings in 2024), anti‑hedging policy, and clawback/no‑repricing provisions under the equity plan reduce risk .
- Capital structure risk: 2024–2025 financing warrants with reset features expanded potential dilution; continued financing or anti‑dilution adjustments could pressure per‑share economics and complicate equity‑based incentive alignment .
Values marked with * were retrieved from S&P Global.