Frederick Mills

About Frederick Mills

Frederick “Fred” Mills, age 67, has served as an independent director of LM Funding America, Inc. since August 2018. He is a partner at Morrison & Mills, P.A. (since 1989), with a background in business law, and holds a B.S. in Accounting and a J.D. from the University of Florida. Mills previously served as a founding board member and Audit Committee Chair of Nature Coast Bank (OTCQB: NCBF), and is a founder and board member of Apex Labs, Inc. (toxicology lab, Tampa, FL) . The Board has determined he is independent under Nasdaq rules and SEC Rule 10A-3(b)(1) .

Past Roles

External Roles

Board Governance

• Committee assignments and roles:
  • Audit Committee member; committee met 4 times in 2024; all members are independent under Nasdaq and SEC Rule 10A-3; Andrew Graham is the designated audit committee financial expert .
  • Nominating and Corporate Governance Committee Chairman; committee met 6 times in 2024; oversees director criteria, selection process, governance principles and disclosures; committee has not adopted a specific diversity policy .
  • Not a member of the Compensation Committee (members: McCree (Chair), Traber, Silcox); committee met 14 times in 2024 .
• Independence and engagement:
  • Board independence determination includes Mills as independent .
  • Board held 8 meetings in 2024; all directors attended at least 75% of board and committee meetings; independent directors held executive sessions periodically in 2024 .
• Policies relevant to alignment:
  • Insider trading policy prohibits hedging or monetization transactions by directors, officers, and employees .

Fixed Compensation

Notes:

• Non-employee directors receive an annual cash retainer of $66,000, or $99,000 for Audit Committee members, payable quarterly (pro-rated for partial years) .

Performance Compensation

No director performance metrics (e.g., TSR, EBITDA) are tied to director compensation; the program uses time-vested stock options and cash retainers .

Other Directorships & Interlocks

Expertise & Qualifications

• Legal and financial background: B.S. in Accounting; J.D.; decades of business law practice; prior public-company audit committee chair experience .
• Governance: Current chair of Nominating and Corporate Governance Committee at LMFA; involved in director selection, governance principles, and board independence evaluation .
• Industry/board exposure: Founder/board member at a healthcare diagnostics company; service on multiple professional and civic boards (not detailed) .

Equity Ownership

Notes:

• Beneficial ownership totals are computed including options exercisable within 60 days; LMFA had 15,198,388 common shares outstanding as of August 19, 2025; Mills’ beneficial ownership is below 1% .

Related-Party Exposure

• The proxy’s “Transactions with Related Persons” section discusses legacy association collection services involving BLG/BLGAL and notes Ms. Gould’s connection; the cited section does not reference transactions involving Mills, Morrison & Mills, or Apex Labs .

Governance Assessment

• Positives:

  • Independent director; chair of Nominating & Corporate Governance; active on Audit—core committees with meaningful oversight responsibilities .
  • Committee activity is robust (Audit: 4 meetings; Nominating & Governance: 6; Comp: 14) and board-level engagement met the ≥75% attendance threshold; independent directors held periodic executive sessions in 2024 .
  • Anti-hedging policy applies to directors, which supports alignment with long-term shareholder interests .

• Watch items / potential RED FLAGS:

  • Equity alignment appears modest: Mills’ beneficial stake is <1% and consists almost entirely of currently exercisable options (only 87 common shares held directly) .
  • Two consecutive years of all-cash director pay (equity awards waived in 2024; $0 option awards shown for 2023 and 2024) reduce at-risk equity exposure for non-employee directors, including Mills .
  • No director-specific pledging disclosure was found; while hedging is prohibited, the policy excerpt does not expressly address pledging in the cited language .

• Independence/Conflicts:

  • Board affirms Mills’ independence; related-party disclosures in the cited section do not name Mills .

Director Compensation (Detail)

Committee Summary (Mills)

Attendance & Engagement

• Board held 8 meetings in 2024; all directors attended ≥75% of board and committee meetings; independent directors met in executive session periodically in 2024 .