Andrew Lawrence
About Andrew Lawrence
Andrew “A.J.” Lawrence (age 55) has served as an independent director of Onfolio Holdings Inc. since January 2022. He is founder and director of JAR Group & subsidiaries (USA) since June 2006, with prior experience scaling digital marketing businesses to the Inc. 500. He holds a BA in International Relations (1991) and an MBA in International Business (1994), both from the University of South Carolina .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JAR Group & subsidiaries (USA) | Founder & Director | June 2006 – Present | Grew company to reach the Inc. 500 twice; sold media buying, SEO, and affiliate program management divisions after 10 years |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various private companies | Angel investor / Advisor | Ongoing | Company discloses “multiple angel investments, and advisory roles”; no public company directorships disclosed for Mr. Lawrence |
Board Governance
- Independence: Determined independent under Nasdaq and Exchange Act rules as of June 2025 .
- Board/Committee structure and service:
- Compensation Committee member
- Nominating & Corporate Governance Committee Chair
- Not an Audit Committee member
- Meetings and attendance:
- Board held 12 meetings in 2024; all directors attended over 75% of Board and committee meetings for which they served .
- Committee meetings in 2024: Audit (6), Compensation (4), Nominating & Governance (2) .
- Board leadership and engagement:
- CEO also serves as Chair; no Lead Independent Director due to board size .
- 2025 director election support: Andrew Lawrence received 2,058,319 votes “for” and 209,272 “withheld” (broker non-votes 1,248,426) at the August 7, 2025 Annual Meeting, indicating solid but comparatively lower support within the slate .
Fixed Compensation
| Component (Directors – FY2024) | Amount | Notes |
|---|---|---|
| Quarterly cash retainer (independent directors) | $5,000 per quarter | Standard structure for FY2024 |
| Additional cash retainer – Audit Chair | $2,500 per quarter | Only for Audit Committee Chair |
| Andrew Lawrence – Fees earned (cash) | $20,000 | No stock or option awards in 2024 |
Performance Compensation
| Element | 2024 Status | Metrics/Terms |
|---|---|---|
| Equity (RSUs/PSUs/Options) | None granted to directors in 2024 | Director comp table shows no stock or option awards for Mr. Lawrence |
| Bonus/Performance Cash | Not applicable | No director bonus program disclosed |
| Compensation consultants | None used in 2024 | Committee did not use compensation consultants |
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Committee Roles | Overlap/Interlocks |
|---|---|---|---|---|
| None disclosed | — | — | — | No other public company directorships disclosed for Mr. Lawrence in the proxy . |
Expertise & Qualifications
- Digital marketing, analytics, SEO, media buying, and affiliate program management from founding and leading JAR Group .
- Entrepreneurial operator with advisory and angel investing experience .
- Governance: Chair of Nominating & Corporate Governance Committee; member of Compensation Committee .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Class | Direct/Common | Options/Warrants | Notes |
|---|---|---|---|---|---|
| Andrew “A.J.” Lawrence | 15,700 | <1% | 700 | 15,000 options (immediately exercisable) | Based on 5,127,396 shares outstanding (record date June 10, 2025) |
- Insider policy: Hedging, short sales, derivative trading, holding in margin accounts, and pledging are prohibited unless advance approval is obtained; enhances alignment and reduces risk of forced sales .
- Section 16 compliance: Company reports all directors and officers complied with Section 16(a) filing requirements for the most recent fiscal year .
Related-Party and Conflicts Review
- Company disclosed related-party balances primarily with joint ventures and the CEO; no transactions involving Mr. Lawrence were disclosed .
- Audit Committee reviews and approves related-person transactions per charter and Nasdaq rules .
- In a subsequent financing-related 8‑K representation (Nov. 19, 2025), the Company stated no affiliate transactions of the types described were present, supporting low related-party risk overall (not specific to Mr. Lawrence) .
Governance Assessment
- Strengths:
- Independent status with clear committee responsibilities; chairs Nominating & Governance, suggesting trusted governance leadership .
- Solid shareholder support in 2025 election; attendance above 75% threshold in 2024 .
- Conservative director pay (cash-only retainer) and prohibition on hedging/pledging support alignment and risk control .
- No compensation consultants used in 2024 reduces risk of pay inflation and consultant conflicts .
- Watch items / potential red flags:
- CEO serves as Board Chair with no Lead Independent Director due to size; heightens need for robust committee oversight by independent directors .
- Limited disclosed equity ownership (700 common shares + options) implies modest direct “skin in the game” for a micro-cap; however, hedging/pledging prohibitions mitigate alignment risks .
- Related-party activity centered on CEO/JVs (not Mr. Lawrence), but continued vigilance by Audit Committee remains important .
Overall, Andrew Lawrence appears to be an independent, governance-focused director with relevant digital operating experience, leading the Nominating & Governance Committee and participating on the Compensation Committee, with adequate meeting participation and standard, low-complexity compensation—factors generally supportive of investor confidence .