William J. Hungeling
About William J. Hungeling
Independent director since November 2020 (Class II), age 54, and current Chair of the Audit & Compliance Committee; member of the Compensation Committee . He is a certified public accountant and managing shareholder of Hungeling CPA, PC (with the firm since 1994; managing shareholder since 2015) . The board designated him as the audit committee financial expert and “financially sophisticated” under SEC and Nasdaq rules . Education: BA, University of Notre Dame; Master’s in Taxation, Georgia State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hungeling CPA, PC | Managing Shareholder; CPA | With firm since 1994; Managing shareholder since 2015 | Advises clients on GAAP financials and compliance with changing regulations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Atlanta Conference of the St. Vincent de Paul Society | Board Member | Not disclosed | Community service governance |
| Old Fourth Ward Business Association | Founding Board Member | Not disclosed | Local business advocacy |
| Hope-Hill Elementary Foundation | Founding Board Member | Not disclosed | Education-focused nonprofit |
Board Governance
- Committee assignments and independence:
- Audit & Compliance Committee: Chair; all members independent per SEC/Nasdaq; Hungeling designated audit committee financial expert .
- Compensation Committee: Member; committee fully independent; held 2 meetings in 2024 .
- Nominating & Governance Committee: Not a member .
- Attendance: Each director participated in at least 75% of aggregate board and committee meetings in 2024; board held 4 regular and 2 special meetings; Audit & Compliance met 13 times; Compensation met 2 times; Nominating & Governance met 2 times .
- Audit & Compliance Committee report: Recommended inclusion of audited 2024 financials in Form 10‑K; signed by Hungeling as Chair .
| Committee | Role | 2024 Meetings | Independence/Notes |
|---|---|---|---|
| Audit & Compliance | Chair | 13 | All members independent; Hungeling is audit committee financial expert |
| Compensation | Member | 2 | Fully independent; oversees director and executive compensation |
| Nominating & Governance | Not a member | 2 | Fully independent; board evaluation and nominations |
Fixed Compensation
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 80,000 | 22,000 | 102,000 |
| 2023 | 74,400 | 22,000 | 96,400 |
- Director pay policy:
- Monthly cash retainer: $2,750; board meeting fee: $2,750 per meeting .
- Audit Committee Chair fee: $10,000 per year; other committee chair fees: $8,000 per year .
- Director’s Loan Committee fee: $400 per meeting .
Performance Compensation
| Grant Date | Instrument | Shares Granted | Grant-Date FMV per Share ($) | Aggregate Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| June 1, 2024 | Restricted Stock (RSU) | 892 | 24.65 | 22,000 | 25% at grant; 25% on each of the first 3 anniversaries (service-based) |
| June 1, 2023 | Restricted Stock (RSU) | 1,339 | 16.43 | 22,000 | 25% at grant; 25% on each of the first 3 anniversaries (service-based) |
- No option awards or performance-vesting director equity disclosed; director equity is time-based vesting tied to continued service .
Other Directorships & Interlocks
- No other public company directorships disclosed in Hungeling’s biography; listed external roles are nonprofit/community organizations .
- Compensation Committee interlocks: None; no member (including Hungeling) was an officer/employee; no reciprocal interlocks with other entities .
Expertise & Qualifications
- CPA; managing shareholder leading a public accounting practice; extensive GAAP, internal controls, and audit committee function expertise .
- Audit Committee Financial Expert and “financially sophisticated” per SEC/Nasdaq .
- Education: BA (Notre Dame); Master’s in Taxation (Georgia State University) .
Equity Ownership
| As-Of Date | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| April 1, 2025 | 154,985 | <1% (asterisk in table) |
| April 1, 2024 | 153,892 | <1% (asterisk in table) |
- Company policy prohibits hedging, short-selling, trading on margin, or using Company securities as loan collateral; blackout periods and pre-clearance required .
Governance Assessment
- Strengths and positive signals:
- Deep accounting and audit oversight credentials; designated audit committee financial expert; chairs a very active audit committee (13 meetings in 2024), and signed the audit committee report recommending inclusion of audited financials—supports financial reporting integrity .
- Independent director with meaningful share ownership (154,985 shares; <1%) and annual RSU grants that vest over time—aligns incentives with long-term shareholder value .
- Compensation governance: member of an independent Compensation Committee; no compensation consultants engaged in 2024; committee reviews risks in compensation policies .
- Shareholder support: 2025 advisory vote on executive compensation passed (Votes For: 17,808,381; Against: 502,728; Abstain: 25,111); shareholders selected biennial say‑on‑pay frequency (10,729,679 votes) .
- Risk indicators and potential red flags:
- Related-party environment at the company includes a disclosed lease with an entity affiliated with the Chairman (5385 JC, LLC); however, no material related-party transactions involving Hungeling were disclosed, and ordinary-course director/officer loans were small and current .
- Family relationships exist among certain directors (e.g., Glover is son-in-law of Chairman Paek), not involving Hungeling; monitor board independence dynamics broadly .
- Overall: Hungeling’s audit leadership, independence, and financial expertise are constructive for board effectiveness; no specific conflicts or attendance concerns were disclosed for him, and company-wide anti‑hedging/anti‑pledging policies support alignment .