James R. Brown, Sr.
SPAR GroupAbout James R. Brown, Sr.
James R. Brown, Sr., age 78, re-joined SGRP’s Board on May 6, 2025 to fill one of the two “Brown Board Seats” designated by majority stockholder Robert G. Brown; he previously served as a director from January 2021 until retiring on January 25, 2022 in connection with the CIC Agreement . Brown retired in 2015 as Labor Counsel for the Massachusetts Public Community College System and holds a BS in Finance and an MBA from Boston University, and a JD from New England Law–Boston .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SPAR Group, Inc. (SGRP) | Director (Brown Board Seat designee of Robert G. Brown) | May 6, 2025 – present | Committee memberships not disclosed in 2025 proxy/8-K at appointment . |
| SPAR Group, Inc. (SGRP) | Director | Jan 19, 2021 – Jan 25, 2022 | Member, Governance Committee until retirement . |
| Massachusetts Public Community College System | Labor Counsel | 1997 – 2015 | Chief spokesperson/negotiator in collective bargaining; represented system at agencies and in courts; advised on labor/ethics/public records/campus safety . |
External Roles
- No other public company boards or committee roles are disclosed in SGRP’s proxy biography for Brown .
Board Governance
- Contractually Dedicated Seat: Brown occupies a “Brown Board Seat” with nomination rights controlled by Robert G. Brown; if not elected, the Board intends to appoint the nominee anyway, rendering the stockholder vote effectively advisory for these seats .
- Independence: The Board determined that all directors are independent except CEO Michael R. Matacunas and James R. Brown, Sr. and Panagiotis Lazaretos, who were paid consultants following prior board retirements; Nasdaq and committee charters impose higher independence for Audit and Compensation Committees .
- Resignation/Removal Mechanism: All directors (including those in Contractually Dedicated Seats) signed irrevocable resignation/retirement letters; for Contractually Dedicated Seats, the nominating rights holder may direct removal or replacement, immediately triggering retirement—reducing director autonomy .
- Board activity baseline: In 2024, the Board held 13 meetings and all then-current members attended at least 75%; Brown was not a director at year-end 2024, so the attendance baseline does not include him .
- Special Committee/Governance structure context: Committee chairs and “Super Independent” requirements were met by other directors in 2024 (e.g., Audit met 5 times; Bode chair; Gillis/Houston qualified as financial experts), and at least three Board members must be “Super Independent” under the 2022 By-Laws .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Non-Employee Directors) | $130,000 | Payable quarterly in cash; reimbursed reasonable expenses; no extra meeting/participation fees . |
| Chairman of the Board fee | +$35,000 | Total annual cash $165,000 for the Chairman . |
| Audit Committee Chair fee | +$10,000 | In addition to the NED annual fee . |
| Compensation Committee Chair fee | +$7,500 | In addition to the NED annual fee . |
| Governance Committee Chair fee | +$7,500 | In addition to the NED annual fee . |
| James R. Brown, Sr. – Historical Director Fees | Year | Fees Earned or Paid in Cash ($) | Total ($) |
|---|---|---|---|
| Service during 2021 | 2021 | $52,250 | $52,250 |
Performance Compensation
| Equity/Performance Element | 2024 Directors Amount | Notes |
|---|---|---|
| RSU and Option Awards (Directors) | $0 | SGRP did not grant RSUs to directors and reported $0 RSU/Option awards for directors in 2024; directors lack pension/deferred comp plans . |
| Equity plan outlook | N/A | 2025 Stock Compensation Plan proposed; future award determinations to be made by Compensation Committee; RSUs do not require exercise price . |
| Historical option practice (pre-2020/2018 plan) | Policy reference | Prior plan provided 10,000 options upon acceptance and annually for independent directors; vesting evolved in/after 2020; historical context only . |
Other Directorships & Interlocks
| Relationship | Counterparty | Description | Governance Implication |
|---|---|---|---|
| Familial/Control Interlock | Robert G. Brown | Brown is brother of Robert G. Brown, a founder, affiliate, and significant stockholder who holds 27.24% and designates Brown Board Seats . | Material influence via Contractually Dedicated Seats; potential conflicts in independence and board effectiveness . |
| Post-retirement paid advisory | SGRP | Brown served as a paid advisor for one year after retiring from the Board in 2022; $55,000 advisor agreement approved by the Audit Committee . | Non-independence under Nasdaq; related-party transaction oversight required . |
Expertise & Qualifications
- Education: BS in Finance and MBA (Boston University); JD (New England Law–Boston) .
- Domain expertise: Labor and employment counsel; collective bargaining, impact bargaining, grievance/arbitration, regulatory and court proceedings; advisory on ethics, public records, campus safety .
Equity Ownership
| As-of Date | Holder | Shares Beneficially Owned | Percentage of Outstanding |
|---|---|---|---|
| May 20, 2022 | James R. Brown, Sr. | 43,084 | <1% |
| Dec 31, 2024 (context) | Robert G. Brown | 6,502,916 | 27.24% |
| Dec 31, 2024 (context) | Outstanding Shares | 23,446,444 | — |
Note: Brown was not a director at year-end 2024 and his 2024 beneficial ownership is not disclosed in the 2025 proxy; last disclosed personal holdings were as of May 20, 2022 .
Governance Assessment
- Independence risk: Brown is expressly classified as non-independent under Nasdaq due to his prior paid consultant status; this likely precludes service on the Audit/Compensation Committees which require higher independence .
- Control/seat designation risk (RED FLAG): Contractually Dedicated Seats (Brown Board Seats) are controlled by Robert G. Brown; stockholder votes for these seats are effectively advisory and nominees can be appointed regardless of vote outcome, weakening shareholder accountability .
- Removal mechanism (RED FLAG): Irrevocable resignation agreements allow the nominating rights holder to direct removal of Brown at any time, undermining director autonomy and stability .
- Related-party exposure: Brown’s familial relationship with a 27.24% stockholder and his prior advisory compensation ($55,000) present related-party sensitivities that require strong Audit Committee oversight to ensure arm’s-length fairness .
- Process/market signal: The Board acknowledged the unusual timing of appointing Brown and Lazaretos given the pending Highwire acquisition and shareholder meeting, signaling governance constraints under the CIC Agreement; Highwire may alter Board composition post-closing, adding further uncertainty .
- Attendance baseline: While 2024 Board attendance met minimum thresholds, Brown was not on the Board during that period; future attendance/engagement should be monitored after his May 2025 return .
Overall implication: Brown brings legal/labor expertise but is not independent and sits in a seat controlled by a majority stockholder, introducing governance fragility and potential conflicts. Maintaining robust committee independence, transparent related-party review, and clear board processes will be critical for investor confidence .