John Gilliam
About John P. Gilliam
Independent director since 2017; age 70. Gilliam is CFO and Managing Director of Bluff Point Associates (financial services and healthcare-focused private equity), and previously was a business assurance partner at Coopers & Lybrand and Senior Vice President of Finance at The BISYS Group. He holds a B.B.A. in accounting from Ohio University and obtained his CPA in 1978. He serves as Audit Committee Chair and is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Bluff Point Associates | CFO & Managing Director | Since 2009; invests in financial services and healthcare | Senior financial leadership and M&A background |
| The BISYS Group, Inc. | Senior Vice President of Finance | Prior to 2009 | Oversaw controllership, M&A, SEC reporting, tax, treasury, systems |
| Coopers & Lybrand L.L.P. | Business Assurance Partner | Partner since 1988 | Audited banking, insurance, investment sectors |
External Roles
| Organization | Type | Role | Status |
|---|---|---|---|
| Bluff Point Associates | Private equity | CFO & Managing Director | Current |
Board Governance
- Committee leadership: Chair, Audit Committee; designated “audit committee financial expert.” Members of the Audit Committee are independent under Nasdaq Rule 4350(d).
- Committee activity: Audit Committee met 4 times in 2024.
- Board activity/attendance: Board held 6 meetings in 2024; all directors attended every meeting.
- Nominating: No separate nominating committee due to board size; nominations handled by full Board.
- Board leadership: Separate Chair of the Board (Laura F. Shunk); no Lead Independent Director.
2025 Shareholder Voting Outcomes (signal of support)
| Proposal | For | Withheld/Against | Abstain | Non-Votes |
|---|---|---|---|---|
| Director election: John P. Gilliam | 1,723,544 | 415,743 | — | 1,646,612 |
| Say-on-Pay (advisory) | 1,604,101 | 417,156 | 118,030 | 1,646,612 |
| Say-on-Pay frequency | 3 yrs: 1,352,234 | 2 yrs: 408,381 | 1 yr: 262,803 | 1,646,612; Abstain: 115,869 |
Fixed Compensation (Director)
| Component (2024) | Amount |
|---|---|
| Annual cash retainer (non-employee directors) | $36,000 |
| Audit Committee Chair fee | $5,000 |
| Total cash fees – John P. Gilliam | $41,000 |
- No additional meeting fees disclosed; directors reimbursed reasonable expenses.
- Equity awards to directors in 2024: none.
Performance Compensation (Director)
| Component (2024) | Detail |
|---|---|
| Stock awards (RSUs/PSUs) | $0 granted to directors, including Gilliam |
| Option awards | $0 granted to directors, including Gilliam |
| Performance metrics tied to director pay | Not disclosed/applicable for directors (board pay entirely cash in 2024) |
Note: Executive incentive metrics exist (e.g., adjusted net income %), but these do not apply to non-employee director compensation.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Gilliam in the proxy biography |
| Compensation Committee interlocks | Company discloses no executive officer interlocks; Gilliam is not on Compensation Committee |
Expertise & Qualifications
- Financial expertise: Audit Committee financial expert; extensive public-company audit and finance background.
- Qualifications: Strategic planning, restructurings, financial statement analysis; CPA (1978); B.B.A. in Accounting (Ohio University).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | As of |
|---|---|---|---|
| John P. Gilliam | 56,574 | 1.2% | April 28, 2025 |
- Breakdown of vested/unvested or pledged shares: Not disclosed.
Governance Assessment
- Strengths: Independent Audit Chair with “financial expert” designation; all-board 2024 attendance at 100%; audit committee met regularly; independence affirmed for audit committee members; separate Chair of the Board. These factors support oversight quality and investor confidence.
- Shareholder signals: 2025 say-on-pay passed (1.60M For vs. 0.42M Against), and triennial say-on-pay frequency preferred, indicating generally supportive sentiment though below 2022’s ~98% approval benchmark.
- Potential conflicts/RED FLAG: The Company discloses that Gilliam is the father-in-law of CEO Jeremiah R. Young—this related-party relationship warrants continued monitoring of independence perceptions and recusals on CEO-related matters.
- Other considerations: No separate nominating committee, which may concentrate influence but is justified by small board size; no Lead Independent Director.
Process notes: Searched Form 4 insider filings in the system and did not locate recent entries for SCIA during this review window; continue monitoring for updates around grant or trading activity. (Tool search performed for Form 4.)