Jason Adelman
OBLGAbout Jason Adelman
Jason Adelman (age 56) is an independent director of Oblong, Inc., serving since July 2019. He is Founder and Managing Member of Burnham Hill Capital Group, LLC and Managing Member of Cipher Capital Partners LLC, and is designated an “audit committee financial expert.” He holds a B.A. in Economics (cum laude) from the University of Pennsylvania and a J.D. from Cornell Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Burnham Hill Capital Group, LLC | Founder & Managing Member | Founded 2003 (current role) | Finance expertise underpinning audit oversight |
| Cipher Capital Partners LLC | Managing Member | Not disclosed | Investment experience; capital markets perspective |
| H.C. Wainwright & Co., Inc. | Managing Director, Investment Banking | Prior to 2003 | Transaction, accounting, and auditing literacy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Trio‑Tech International (NASDAQ: TRT) | Director | Not disclosed | Public company directorship; adds external governance experience |
Board Governance
- Current committee assignments: Audit (Chair), Compensation (member), Nominating (member) .
- Independence: Board determined all current directors other than CEO Peter Holst are independent under Nasdaq standards; Adelman is independent .
- Attendance and engagement: Board met/acted by consent eight times in 2024; each director attended ≥75% of aggregate Board and committee meetings during their service period . Audit Committee met four times; Compensation Committee met two times; Nominating Committee met once in 2024 .
- Executive sessions: Board agendas include regular executive sessions of independent directors without management present .
- Audit Committee report: Signed by Adelman (Chair), Schechter, and Meredith, affirming oversight of auditor independence and financial reporting for FY2024 .
Fixed Compensation
| Component | 2024 Policy | Jason Adelman 2024 Actual | 2025 Policy Update (Effective Jan 1, 2025) |
|---|---|---|---|
| Annual retainer (cash or restricted stock) | $20,000 | $20,000 | $50,000 |
| Committee membership fee (non‑chair) | $3,000 per standing committee | $9,000 (Audit, Compensation, Nominating) | $5,000 per standing committee |
| Committee chair fees | Audit Chair: $10,000; Compensation Chair: $5,000; Nominating Chair: $5,000 | N/A in 2024 (not chair) | Audit Chair: $15,000; Compensation Chair: $10,000; Nominating Chair: $7,500 |
| Board Chair premium | $20,000 | N/A | $30,000 |
| Total cash fees (2024) | — | $29,000 | — |
| Equity awards to directors | Annual restricted stock/RSUs; pro‑rated; vest in 1 year | None outstanding as of 12/31/2024 | Continued program; subject to equity plan share availability |
Performance Compensation
| Equity Program Feature | Term | Notes |
|---|---|---|
| Annual director equity grants | Restricted stock or RSUs | Normally granted at annual meeting; vest on first anniversary |
| Settlement of RSUs | 1‑for‑1 common shares | Settled upon earliest of 10th anniversary, change in control, or separation from service |
| Change‑of‑control treatment | Discretionary acceleration | Plan permits acceleration/substitution/cash‑out consistent with administrator discretion |
| Non‑employee director cap | 250,000 shares/year | Maximum aggregate shares subject to awards per calendar year |
| Plan share availability (pre‑amendment) | 0 available; 0 options/RSUs outstanding | As of 10/31/2025; all prior authorizations exhausted |
| Proposed Plan Amendment | +2,000,000 shares; 5% Evergreen (2026‑2029) | To restore capacity for equity grants; subject to stockholder approval |
Other Directorships & Interlocks
| Company | Relationship to OBLG | Potential Interlock/Conflict |
|---|---|---|
| Trio‑Tech International (TRT) | None disclosed | No related‑party transactions disclosed involving Adelman |
- Related party transactions: Proxy discloses placement‑agent fees to Dawson James/SEG linked to another director (Schechter) prior to his appointment; independent Board oversight noted; no fees to Schechter personally. No Adelman‑related transactions disclosed .
Expertise & Qualifications
- Audit committee financial expert designation; GAAP and auditing proficiency; deep experience in analyzing and evaluating financial statements .
- Capital markets, investment banking, fund management background; adds financing and strategic transaction literacy .
- Legal training (J.D.) and economics (B.A. cum laude) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As‑of Date | Notes |
|---|---|---|---|---|
| Jason Adelman | 10,000 | 0.31% | October 31, 2025 | Based on Form 4 filed Sept 9, 2025 |
| Shares outstanding (context) | 3,207,210 | — | October 31, 2025 | Common shares outstanding used for % calc |
- Equity awards/options: None outstanding for any director as of 12/31/2024 .
- Hedging/Pledging: Insider Trading Policy prohibits hedging/monetization transactions and derivatives unless pre‑approved; short sales prohibited .
Governance Assessment
- Strengths: Independent audit chair with financial expert designation; regular executive sessions; documented committee activity; timely Section 16 compliance reported for FY2024; hedging restrictions support alignment .
- Ownership alignment: Low direct ownership (0.31%) and no outstanding equity awards as of 12/31/2024; equity plan amendment seeks to restore grant capacity, which could improve alignment if utilized .
- Compensation mix: 2025 increases materially raise cash retainers and committee fees (non‑employee director retainer to $50k; audit chair to $15k), shifting mix toward cash absent concurrent equity grants—monitor for pay‑for‑performance alignment .
- Board environment signals: Proposed redomestication to Nevada broadens director/officer liability protections and may be viewed as reducing stockholder litigation avenues; potential investor confidence consideration though framed as cost‑saving and predictability initiative .
- Conflicts: No Adelman‑specific related‑party transactions disclosed; Board has policies for related‑party reviews; separate transaction noted for another director (SEG fees) was pre‑appointment and overseen by independent directors .
Insider Trades
| Filing Date | Form | Reported Basis | Notes |
|---|---|---|---|
| September 9, 2025 | Form 4 | Proxy beneficial ownership for Adelman derived from this filing | 10,000 shares beneficially owned per proxy |
Board Governance Details (Reference)
- Committees and charters available on investor relations website; Audit Committee composed entirely of independent directors; Adelman and Schechter designated financial experts .
- Audit fees and auditor independence oversight disclosed; audit committee met four times in 2024 .
Director Compensation (Program Summary)
| Element | 2024 | 2025 Update |
|---|---|---|
| Annual director retainer | $20,000 (cash or restricted stock) | $50,000 |
| Equity grant cadence | Annual grant; 1‑year vest | Continued; subject to Plan share availability |
RED FLAGS to monitor: cash retainer/fee inflation without clear equity alignment ; low personal ownership ; proposed Nevada redomestication expanding liability protections and certain anti‑takeover features .