James Yaffe
About James Yaffe
Independent director since February 2021; age 64; founder and CEO of TA:DA Holdings (2019–present), with prior senior roles in digital media and investment firms. Current background highlights include co-founding and serving as Chief Strategy Officer at Ziff Davis (Nasdaq: ZD) from November 2011 to January 2019, investing via FUEL:M+C and Windsor Media, and service on boards of TheMighty and Move.one; BA in economics, marketing, and communications from the University of Michigan .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ziff Davis (Nasdaq: ZD) | Co-founder, Chief Strategy Officer; led Strategy, M&A, BD | Nov 2011–Jan 2019 | Portfolio brands (IGN, Mashable, etc.); digital media scale-up |
| FUEL:M+C (Media+Commerce) | Co-founder; growth equity investor | Jan 2011– | Investments in Maker Studios, Vox, etc. |
| Windsor Media | Managing Partner | 2008–Jan 2011 | Early-stage tech-enabled media investments (Vice, Square, Scopely) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TheMighty | Director | Current | Board service |
| Move.one | Director | Current | Board service |
| Univ. of Michigan Ross School of Business | Advisory Board Member | Current | Advisory role |
Board Governance
- Independence: Determined independent under Nasdaq rules and Exchange Act Rule 10A-3; serves alongside independent directors Tracey Edmonds and Juliana F. Hill. Non-independence determinations apply to Suhail Rizvi and György Gattyán due to affiliations with major shareholders/licensee .
- Board composition signal: Company received a Nasdaq deficiency letter in Feb-2025 for not maintaining a majority of independent directors; cure period to Aug 11, 2025 with plan to add an additional independent director .
- Committee assignments:
- Audit Committee member (Chair: Juliana F. Hill); 8 meetings in 2024; duties include related-party transaction approval, auditor oversight, cybersecurity risk oversight .
- Compensation Committee member (Chair: Tracey Edmonds); 3 meetings in 2024; oversees executive pay and may retain independent consultants .
- Corporate Governance & Nominating (CGN) Committee Chair; 1 meeting in 2024; responsible for director nominations and governance guidelines .
- Attendance: Board held 19 meetings in 2024; each director attended at least 75% of combined Board and committee meetings; independent directors meet in executive session without management .
- Audit Committee Report: Yaffe signed the FY2024 Audit Committee Report recommending inclusion of audited financials in the 10-K; BDO independence reviewed; all audit and permissible non-audit services pre-approved .
Fixed Compensation
| Component | Policy Amount | 2024 Amount (Yaffe) | Notes |
|---|---|---|---|
| Board annual cash retainer | $65,000 | Included in cash fees | Policy amended Apr 20, 2023 |
| Audit Committee member | $10,000 | Included in cash fees | Not Chair |
| Compensation Committee member | $10,000 | Included in cash fees | Not Chair |
| CGN Committee Chair | $15,000 | Included in cash fees | Chair |
| Total cash fees (2024) | N/A | $100,000 | Includes $25,000 accrued in 2024, paid Q1 2025 |
| Meeting fees | None disclosed | — | No per-meeting fees disclosed |
Performance Compensation
| Equity Component | Grant Date | 2024 Grant Date Fair Value | Outstanding Units at 12/31/2024 | Vesting/Options |
|---|---|---|---|---|
| Annual RSU grant | Not disclosed | $97,826 | 117,509 RSUs | No options outstanding; no option awards held |
| Equity policy (non-employee directors) | — | $100,000 (annual) | — | Must retain ≥25% of awarded shares (net of taxes) until departure |
No director-specific performance metrics (e.g., TSR, EBITDA) tied to director equity disclosed; policy allows election of vested shares in lieu of cash retainers .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| TheMighty | Private | Director | None disclosed with PLBY |
| Move.one | Private | Director | None disclosed with PLBY |
| Ziff Davis | Public | Former executive | Historical role; no current interlock disclosed |
- No related-party transactions disclosed involving Yaffe; Audit Committee (with Yaffe as member) reviews and approves related-party transactions. 2024–2025 related-party items primarily involve Byborg Enterprises and affiliates (including a 15-year license/LMA with minimum $20M/yr royalties and equity purchases), not Yaffe .
Expertise & Qualifications
- Investor/operator across digital media and growth equity; extensive strategy, M&A, and BD experience relevant to PLBY’s brand licensing and digital operations .
- Governance expertise as CGN Chair and member of Audit and Compensation Committees; participates in auditor independence and related-party transaction oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Basis/Date |
|---|---|---|---|
| James Yaffe | 97,467 | *Less than 1% | Based on 93,940,964 shares outstanding as of Apr 21, 2025 |
| RSUs held (outstanding) | 117,509 | N/A | Outstanding RSUs at 12/31/2024 |
- Hedging/pledging: Company prohibits hedging and pledging for directors; pledges only with GC pre-approval under CGN-approved guidelines; as of Record Date, no pledges approved for officers/directors .
- Ownership retention guideline: Non-employee directors must retain at least 25% of awarded shares (net of taxes) until departure .
Governance Assessment
- Committee effectiveness: Yaffe’s roles (Audit member, Compensation member, CGN Chair) place him in key oversight positions for financial reporting, executive pay, director nominations and governance policy; Audit Committee explicitly oversees related-party transactions and cybersecurity risk, and signed off on FY2024 audit inclusion .
- Independence and conflicts: Yaffe is independent; no Yaffe-related party transactions disclosed; main board conflict risks stem from major shareholders/licensee (Byborg/RT) affecting independence counts and board rights, monitored under Audit/CGN frameworks .
- Attendance/engagement: Board met 19 times in 2024; each director met ≥75% attendance; Audit and Compensation met 8 and 3 times respectively; CGN met once—CGN chairmanship suggests targeted engagement on nominations and governance .
- Compensation alignment: Director cash fees ($100,000) map directly to policy (retainer + committee roles), with equity grant reduced in 2023 to $100,000 policy value, signaling moderation in director equity dilution. Yaffe’s 2024 mix was balanced between cash ($100,000) and equity ($97,826), with RSU holdings and retention requirements promoting alignment; no options outstanding (reduces risk of repricing optics) .
- Board-wide investor signals: 2025 Say-on-Pay received majority support (For: 53,674,646; Against: 9,526,194; Abstain: 266,699; broker non-votes excluded), indicating acceptance of executive pay framework; however, Nasdaq independence deficiency (Feb-2025) is a governance red flag until cured via adding an independent director .
Director Compensation (Detail)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| James Yaffe | 100,000 | 97,826 | — | 197,826 |
Notes:
- $25,000 of 2024 cash fees accrued for Yaffe were paid in Q1 2025 .
- As of 12/31/2024: Yaffe held 117,509 RSUs; non-employee directors held no other stock or option awards .
- Policy retainers (from 4/20/2023 amendment): Board $65k; Audit member $10k; Comp member $10k; CGN Chair $15k; annual equity grant $100k; option to take vested shares in lieu of cash; 25% retention of awarded shares until departure .
Say-on-Pay & Shareholder Feedback (Board signal)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Advisory Vote on NEO Compensation | 53,674,646 | 9,526,194 | 266,699 | 14,333,407 |
Related Party Transactions (Context)
- Byborg-related transactions (not involving Yaffe): 14.9M shares at $1.50 (closed Nov 5, 2024), 15-year LMA with $20M/year minimum royalties starting Jan 1, 2025, proposed additional share issuance (16,956,842 at $1.50) subject to stockholder approval; Audit/Board oversight and standstill provisions in place .
Related Person Transaction Policy: Audit Committee reviews/approves transactions >$120,000; considers independence impact and comparability to third-party terms .
Risk Indicators & Red Flags
- Board independence deficiency (Nasdaq Letter, Feb-2025) pending cure—heightened governance scrutiny until additional independent director appointed .
- Concentrated influence of major shareholder/licensee (Byborg) with board designation rights and long-term licensing economics requires robust oversight by Audit/CGN committees; Yaffe’s participation in these committees is a mitigating factor .
- Hedging/pledging prohibitions and lack of approved pledges as of Record Date reduce alignment risks for directors, including Yaffe .
Compensation Committee Analysis (Structure)
- Compensation Committee (Edmonds—Chair; Hill; Yaffe) utilizes independent consultant (Exequity) retained since Sep-2022; independence reviewed annually and concluded independent; CEO recuses from deliberations on his pay; committee meets in executive session .
Governance Summary
- Strengths: Independent director with deep M&A/operator background; CGN Chair role; Audit/Comp membership; solid attendance; moderate director equity policy; hedging/pledging restrictions .
- Watch items: Board independence deficiency letter; significant related-party ecosystem via Byborg/RT requires continuous, documented oversight through Audit/CGN processes where Yaffe participates .