Mark James
About Mark James
Mark James (age 63) is an independent director of Resolute Holdings Management, Inc. (RHLD) and has served on the Board since the CompoSecure spin-off; he is Chair of the Nominating and Corporate Governance Committee and a member of the Compensation Committee. He is President of Mark James Enterprises and previously spent over 20 years at Honeywell, including nearly 13 years as Chief Human Resources Officer, with earlier roles leading HR and communications across Honeywell Aerospace businesses; he also serves on the CompoSecure (Nasdaq: CMPO) board (Compensation Committee Chair; Nominating & Corporate Governance Committee member) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Honeywell | Chief Human Resources Officer (CHRO) | Nearly 13 years as CHRO; over 20 years at Honeywell (retired July 2020) | Led enterprise human capital strategy; earlier VP HR & Comms for Honeywell Aerospace and Aerospace Electronic Systems; HR Director, Federal Manufacturing & Technologies |
| Mark James Enterprises | President | Current | Executive consulting business leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CompoSecure (Nasdaq: CMPO) | Director | Since Sept 17, 2024 | Compensation Committee Chair; Nominating & Corporate Governance Committee member |
Board Governance
- Board class and term: Class II director; term expiring at 2026 annual meeting .
- Independence: Board determined Mr. James is independent under Nasdaq standards .
- Committee assignments:
- Nominating & Corporate Governance Committee: Chair
- Compensation Committee: Member
- Board structure: RHLD is a controlled company; majority owner holds ~50.5% voting power; company relies on some Nasdaq controlled-company exemptions .
- Attendance/engagement: No Board or committee meetings occurred in fiscal 2024 because the Board was constituted after the February 28, 2025 spin-off . The Board holds executive sessions of Board and committee meetings to enable candid discussions .
- Leadership: Separate Executive Chairman (David M. Cote) and CEO (Thomas R. Knott) roles .
| Committee | Role | Independence of Committee Composition |
|---|---|---|
| Nominating & Corporate Governance | Chair | Majority independent; not required to be fully independent due to controlled company status |
| Compensation | Member | Two independent members (James, Mikkilineni); Knott (CEO) and Fradin (not independent due to CMPO adviser agreement) also serve; controlled-company exemption applies |
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Cash retainer | Not disclosed | No cash director fees disclosed for 2025 policy; RHLD paid no non-employee director compensation in 2024 |
| Travel reimbursement | Reimbursed for out-of-pocket travel expenses | Applies to non-employee directors |
Performance Compensation
| Award Type | Grant Date/Timing | Size/Value | Exercise Price | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Initial stock options (RHLD) | Upon joining Board (effective Feb 28, 2025 spin-off) | Grant date value $50,000 | $46.82 per share | Vests in equal annual installments over 4 years starting first anniversary | None disclosed; time-based vesting |
| Annual stock options (RHLD) | Annual meeting timing; pro-rated for 2025 service to Annual Meeting | Grant date value $100,000 annually; pro-rated in 2025 | $46.82 per share (2025 grant) | Vests in equal annual installments over 4 years starting first anniversary | None disclosed; time-based vesting |
| 2025 grants (aggregate for each non-employee director) | Effective at spin-off and pro-rated to Annual Meeting | 2,064 options granted; exercise price $46.82 | $46.82 | Time-based vesting as above | None disclosed |
Note: “Each of our non-employee directors received an Initial Equity Award … and a prorated Annual Equity Award … 2,064 shares … exercise price $46.82” . RHLD discloses that directors serving both RHLD and CMPO receive compensation from each, but total director compensation is weighted toward performance of CompoSecure; Knott and David M. Cote do not receive director compensation for either board .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Notes |
|---|---|---|---|
| CompoSecure (Nasdaq: CMPO) | Director | Compensation Chair; Nominating & Corporate Governance member | Many RHLD directors also serve on CMPO; RHLD manages CMPO Holdings under a Management Agreement, creating potential governance interlocks |
Expertise & Qualifications
- Human capital/HR leadership (enterprise CHRO experience) .
- Corporate governance; compensation/talent; human capital management skills identified in RHLD’s Board Skills Matrix for Mr. James .
- Public company board experience (RHLD and CMPO) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As-of Date | Notes |
|---|---|---|---|---|
| Mark James | 3,584 | <1% | April 14, 2025 | Based on 8,525,998 shares outstanding. Beneficial ownership includes securities exercisable within 60 days; no breakdown of vested/unvested disclosed . |
- Insider trading/pledging: RHLD policy prohibits hedging, short sales and similar instruments by directors and certain others; no specific disclosure of any pledging by Mr. James .
Governance Assessment
Strengths
- Independent director; chairs Nominating & Corporate Governance and serves on Compensation Committee, aligning with his deep HR/compensation background .
- Equity-heavy director pay at RHLD with four-year vesting supports multi-year alignment; travel expenses only for cash reimbursements at RHLD .
- Board uses executive sessions and maintains separate Executive Chair/CEO roles, supporting oversight .
Potential Risks / RED FLAGS to Monitor
- Controlled company status (approx. 50.5% voting power) and reliance on Nasdaq exemptions reduce requirements for fully independent committees; Compensation Committee includes two non-independent members (Fradin, Knott) alongside James and Mikkilineni .
- Dual-board interlocks: Mr. James and most RHLD directors also serve on CMPO’s board, while RHLD manages CMPO Holdings via a long-term Management Agreement and related Letter Agreement; this may create perceived conflicts in capital allocation, incentives, and oversight between entities .
- Company-level related-party arrangements (e.g., office/admin agreement with an entity managed by another RHLD director) heighten the importance of vigilant independent oversight on related-party matters by the Audit Committee and independent directors .
Committee Process and Controls
- Compensation Committee charter allows engaging independent compensation advisors and requires independence consideration; committee oversees stock ownership guidelines and compensation recoupment policy (clawback) .
- Company adopted a clawback policy effective Feb 28, 2025, compliant with SEC/Nasdaq rules (primarily applicable to executive officers) .
Items Not Disclosed
- Director cash retainers, meeting fees, or committee chair fees for RHLD (policy appears equity-only plus expense reimbursement) .
- Director stock ownership guidelines specific to directors (committee oversees guidelines generally; details not provided) .
- Director meeting attendance rates for 2025 (no 2024 meetings due to timing of spin-off) .
Overall implication: Mr. James brings strong HR/governance credentials and independence to critical board committees. The equity-centric RHLD director pay structure and his share ownership support alignment, but the controlled-company framework and RHLD–CMPO interlocks (including RHLD’s management role over CMPO Holdings) represent governance complexity that investors should monitor for potential conflicts and robustness of independent oversight .