Jeremy James
About Jeremy James
Jeremy James, 48, is Chief Financial Officer of MDB Capital Holdings, LLC, since May 2024; he previously served as Chief Accounting Officer from June 2022 to May 2024. He holds a B.S. in Accounting from Azusa Pacific University and is a CPA licensed in Texas and California . Company-level TSR, revenue growth, and EBITDA growth linked to executive pay are not disclosed in the proxy materials.
Past Roles
| Organization | Role | Years | Notes/Strategic Impact |
|---|---|---|---|
| MDB Capital Holdings, LLC | Chief Financial Officer | May 2024–present | Senior finance lead; oversees public company reporting |
| MDB Capital Holdings, LLC | Chief Accounting Officer | Jun 2022–May 2024 | Led accounting function pre-CFO |
| Cottonwood Financial | Vice President/Controller | Dec 2020–Jun 2022 | Corporate controllership |
| Orthofix | Director of Revenue | Nov 2016–Sep 2020 | Revenue accounting leadership |
| Ernst & Young (Consulting) | Senior Manager | Jan 2012–Nov 2016 | Advisory/consulting leadership |
| CBIZ/Mayer Hoffman McCann | Manager | May 1999–Jan 2012 | Audit/tax experience |
External Roles
No external directorships or outside board roles are disclosed for Jeremy James in MDBH’s proxy materials .
Fixed Compensation
| Component | 2025 Policy/Status | Notes |
|---|---|---|
| Base Salary | $250,000 initial base | At-will employment; board may increase |
| Annual Bonus | Structure: 1/3 discretionary; 2/3 KPI-based | Specific KPI metrics and target % not disclosed; actual payouts not disclosed |
| Benefits | Standard executive benefits | Location: Dallas metro; reimbursable expenses |
Performance Compensation
Cash Incentive (Annual Bonus)
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Board-determined KPIs (not specified) | 2/3 of bonus | Not disclosed | Not disclosed | Not disclosed | Annual, based on fiscal year |
| Discretionary | 1/3 of bonus | Not disclosed | Not disclosed | Not disclosed | Annual |
Equity Awards (RSUs)
| Award Type | Grant Size | Vesting Schedule | Performance Conditions | Change-of-Control Treatment |
|---|---|---|---|---|
| Class A RSUs | 100,000 RSUs | 20% each year on employment anniversary over 5 years | None disclosed for Jeremy’s grant (time-based) | RSUs include provisions for accelerated vesting upon change of control and at Board/committee discretion |
Vesting Schedule Detail (derived from employment date)
| Anniversary Date | Shares Vesting | Notes |
|---|---|---|
| Jun 8, 2023 | 20,000 | Contingent on continued employment |
| Jun 8, 2024 | 20,000 | Contingent on continued employment |
| Jun 8, 2025 | 20,000 | Contingent on continued employment |
| Jun 8, 2026 | 20,000 | Contingent on continued employment |
| Jun 8, 2027 | 20,000 | Contingent on continued employment |
Insider trading policy allows trading within 15 days after RSU vesting, subject to pre-clearance and no MNPI/blackout, which can create short-term selling capacity around vest dates .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Class A) | 13,339 shares | As of Sept 30, 2025; 0.3% of Class A |
| Ownership % (Combined voting power) | 0.0% | Combined voting power allocation per table |
| Unvested RSUs | 80,000 RSUs | Footnote indicates remaining RSUs vesting through Apr–Jun 2027 |
| Options (Exercisable/Unexercisable) | None disclosed | Jeremy not listed in options tables for 2023 or 2024 |
| Pledging/Hedging | Not disclosed | No specific pledging policy disclosure for executives; insider trading policy prohibits MNPI trading and governs 10b5‑1 plans |
| Ownership Guidelines | Not disclosed | No stock ownership guideline disclosure for executives |
Employment Terms
| Term | Detail | Notes |
|---|---|---|
| Employment Type | At-will (since Jun 8, 2022) | CFO since May 2024 |
| Base Salary | $250,000 (initial) | Board may adjust |
| Annual Bonus | 1/3 discretionary; 2/3 KPI-based | KPI specifics not disclosed |
| Severance | Not disclosed for Jeremy | Severance terms detailed for CEO and CLO; none provided for CFO |
| Change-of-Control | RSU acceleration provisions in plan | Board/committee discretion; CoC acceleration |
| Clawback | Yes—recoup excess incentive comp after restatements | Applies to current/former executive officers over prior three fiscal years |
| Non-Compete/Non-Solicit | Not disclosed | No non-compete terms reported for Jeremy |
| Trading Windows | Pre-clear; blackout periods; 15-day post-vesting window allowed | Subject to MNPI/blackout limitations |
Governance and Shareholder Feedback Context
- Controlled company: Class B shares held by two persons represent ~85% voting power; company is exempt from certain Nasdaq governance requirements .
- 2024 Say-on-Pay approval was strong: 25,595,078 For vs 101,568 Against; say-on-pay frequency set to every three years (25,209,730 votes for three-year cadence) .
Investment Implications
- Alignment: Jeremy’s compensation emphasizes time-based RSUs and an annual bonus with board-selected KPIs; absence of disclosed KPI details and ownership guidelines reduces transparency of pay-for-performance alignment .
- Retention and selling pressure: Time-based vesting through mid-2027 and an insider policy that allows trading within 15 days post-vesting may create predictable liquidity windows; unvested 80,000 RSUs suggest continued retention incentives but potential periodic selling capacity .
- Change-of-control optionality: RSU acceleration on change of control increases payout sensitivity to strategic events, potentially aligning incentives with value-creating transactions but also adding event-driven compensation risk .
- Skin-in-the-game: Direct beneficial ownership is modest at 13,339 Class A shares (0.3% of Class A; 0.0% combined voting), with no disclosed options; reliance on RSUs makes alignment more contingent on continued service and stock price rather than material outright ownership .
- Governance backdrop: The controlled-company structure concentrates voting power and can dampen external pressure on compensation practices; nonetheless, say-on-pay support was high in 2024, indicating limited shareholder pushback .