Carollinn Gould
LM FUNDING AMERICAAbout Carollinn Gould
Carollinn Gould, age 62, is a co-founder of LM Funding, LLC (January 2008) and currently serves as a director at LM Funding America, Inc. She previously served as Vice President, General Manager, and Secretary from January 2008 to September 30, 2020. Gould holds a Bachelor’s Degree in Business Management from Nova Southeastern University and has prior audit and controls experience from her role as shared services controller at Outback Steakhouse for over 1,000 restaurants (1989–2006) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LM Funding, LLC | Vice President, General Manager, Secretary | Jan 2008 – Sep 30, 2020 | Managed bank accounts and internal control systems |
| Outback Steakhouse (OSI) | Opened first restaurant; Shared services Controller | 1989 – 2006 | Public company audit experience; controls over 1,000 restaurants |
| Recruiting Company (private) | Owner/Operator | Pre-2008 | Specialized in placement of financial services personnel |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BLG Association Law, PLLC (BLGAL) | General Manager | Current | Oversees services agreement assigned from BLG; company pays monthly fees for association collections services |
| Business Law Group, P.A. (BLG) | General Manager | Pre-Feb 1, 2022 | General Manager at BLG prior to assignment to BLGAL |
Board Governance
- Independence: The Board determined independent directors are Graham, McCree, Mills, Traber, and Silcox; Ms. Gould is not listed as independent. The proxy also discloses Gould is married to Bruce M. Rodgers (Chairman/CEO), indicating a related party relationship that disqualifies independence under Nasdaq rules .
- Committee memberships: Audit Committee (Graham—Chair, Mills, McCree), Compensation Committee (McCree—Chair, Traber, Silcox), and Nominating & Corporate Governance Committee (Mills—Chair, Silcox, Traber). Gould is not a member of these committees .
- Attendance & engagement: In 2024, the Board held eight meetings; all directors attended at least 75% of Board and applicable committee meetings. Independent directors met in executive session periodically .
- Lead Independent Director: Not disclosed .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual retainer (cash) | $66,000 | $66,000 |
| Option awards ($) | $0 | $0 (Board waived 2024 annual option awards) |
| Total director compensation ($) | $66,000 | $66,000 |
- Director Program terms: Annual cash retainer $66,000 (or $99,000 for Audit Committee members), plus annual stock option award equal to the retainer amount; options vest 50% at 180 days and 50% at one year; initial appointment award of $25,000 in options. The Board waived annual option awards for fiscal 2024 .
Performance Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Option awards granted ($) | $0 (no grant) | $0 (annual awards waived) |
| Grant date | N/A (no grant) | N/A (waived) |
| Vesting schedule (if granted) | Program: 50% at 180 days, 50% at 1 year | Program: 50% at 180 days, 50% at 1 year |
| Exercise price policy | Fair market value at grant | Fair market value at grant |
No director performance metrics (TSR/EBITDA targets) are disclosed for non-employee director compensation .
Other Directorships & Interlocks
- Public company boards: None disclosed for Gould .
- Interlocks: Married to Bruce M. Rodgers (Chairman/CEO), creating a governance interlock within LMFA .
Expertise & Qualifications
- Corporate operations and controls from OSI controller role; human resources management; public company audit experience; deep knowledge of LM Funding’s business as co-founder .
Equity Ownership
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Total beneficial ownership (shares) | 159,484 (1.08%) | 35,885 (1.27%) | 35,885 (<1%) |
| Trust/LLC/IRA shares included | CGR LLC 92,486; BRR Holding LLC 823; Rodgers IRA 118; Gould IRA 40 | Trusts: 15,553 | Trusts: 15,553 |
| Options exercisable within 60 days (#) | 66,017 (10,084 @ $5.95; 55,933 @ $0.59) | 20,325 (1,681 @ $35.70; 18,644 @ $3.54) | 20,325 (1,681 @ $35.70; 18,644 @ $3.54) |
- Shares pledged as collateral: Not disclosed .
- Anti-hedging: Company policy prohibits hedging/monetization transactions by directors .
- Section 16 compliance: Company reports timely filings for 2024 with one late Form 4 by Ryan Duran; no exception noted for Gould .
Governance Assessment
- Independence and conflicts: Ms. Gould is not independent; she is married to the CEO and serves as General Manager of BLGAL, which provides services to LMFA under a paid agreement. This creates related-party exposure and potential perceived conflicts of interest. The Audit Committee is responsible for reviewing related-party transactions .
- Committee assignments: Absence from Audit/Comp/Nominating committees limits her formal governance oversight roles .
- Attendance: Meets minimum engagement standard (≥75%), but specific attendance rates beyond threshold are not disclosed .
- Compensation mix: Pure cash retainer in 2023–2024 with no equity grants (2024 option awards waived). This may reduce alignment via at-risk equity relative to peers, though outstanding historical options exist .
- Ownership alignment: Beneficial ownership is <1% with 20,325 currently exercisable options (2024/2025). Ownership decreased from 2023, potentially due to capital structure changes; stock pledging not disclosed; hedging prohibited .
- Related-party transactions: BLG services assignment to BLGAL (managed by Gould); monthly fee reduced from $82,000 to $53,000 (Feb 1, 2022), then to $43,000 (Mar 28, 2024), plus a $150,000 termination fee paid to BLG at assignment—an ongoing related-party arrangement requiring robust oversight and disclosures .
RED FLAGS
- Spousal relationship with CEO/Chair undermines independence .
- Ongoing payments to BLGAL managed by Gould (related-party services) .
- No committee memberships for Gould; reduced direct influence on key oversight areas .
- Cash-heavy director pay with waived equity awards in 2024; limited fresh at-risk equity alignment .
Mitigants
- Audit Committee oversight responsibility includes related-party transactions review; Audit Committee chaired by an SEC-defined financial expert .
- Board and committees met regularly in 2024; independent directors held executive sessions .
Overall signal for investors: Governance risk stems from non-independence and related-party services involving BLGAL, necessitating scrutiny of transaction approvals, pricing, and oversight quality. Monitoring Audit Committee reviews and any changes to director equity compensation or ownership guidelines is advisable .