James R. Gillis
SPAR GroupAbout James R. Gillis
James R. Gillis (age 71) is Chairman of the Board of SGRP and a Super Independent Director. He joined the Board on August 10, 2023, was appointed Chairman on October 4, 2023, and serves on the Audit, Compensation, Governance, and Special Committees (Chair of the Special Committee) . He is CEO of Gillis & Associates, an M&A advisory firm, and previously served as CEO of Source Interlink Companies (1993–2011) and Managing Partner of Aders, Wilcox, Gillis Group (1989–1993); he attended Nova University in Fort Lauderdale .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Source Interlink Companies, Inc. | Chief Executive Officer | 1993–2011 | Led a large media/distribution business; board/committee experience cited in bio |
| Aders, Wilcox, Gillis Group | Managing Partner | 1989–1993 | Global trade relationships for major brands/retailers |
| Gillis & Associates, Inc. | Chief Executive Officer | Current | M&A advisory for complex transactions |
External Roles
| Organization | Position | Status/Notes |
|---|---|---|
| American Stock Transfer & Trust Company, LLC (AST) | Director | Current |
| Travelport Worldwide LTD | Director | Current |
| Siris Capital Group | Advisor | Current |
| Platinum Equity | Advisor | Current |
| Prior public boards (examples) | Director | Source Interlink; Park City Group; Globe Communications (prior service) |
Board Governance
- Roles and committees: Chairman of the Board; Chair, Special Committee (strategic alternatives/merger); member, Audit, Compensation, and Governance Committees .
- Independence: Determined by the Board to be independent under Nasdaq and a “Super Independent Director” under SGRP’s 2022 By‑Laws; also qualified as an Audit Committee “financial expert” (with Bode and Houston) .
- Attendance and engagement: The Board met 13 times in 2024, and all then current members attended ≥75% of meetings; the Audit Committee met 5 times, Compensation 2, and Governance 3 in 2024, with all then-current members of each attending ≥75% .
- Shareholder confidence signal: 2025 re‑election vote tallies showed strong support (see table below) .
- Accountability mechanism: Directors pre-signed irrevocable resignation/retirement letters if not re‑elected or upon specified board determinations; Contractually Dedicated Seats are separately governed (Gillis is not in a Contractually Dedicated Seat) .
2025 Re‑election Vote Outcome (Annual Meeting, June 12, 2025)
| Nominee | For | Against | Abstentions |
|---|---|---|---|
| James R. Gillis | 15,529,950 | 2,237,478 | 26,567 |
Fixed Compensation
- Compensation structure (effective April 1, 2023 and in effect for 2024):
- Non‑employee director annual cash retainer: $130,000; Chairman premium: +$35,000 (total $165,000 for Chair); Committee chair premiums: Audit +$10,000; Governance +$7,500; Compensation +$7,500; paid quarterly in cash; RSU payment may be adopted when RSUs become available under a stockholder‑approved plan .
- 2024 director compensation (cash only; no equity awards granted to directors in 2024):
- Gillis received $165,000 in fees; no RSU/option awards .
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 60,288 | 165,000 |
| RSU and Option Awards ($) | 0 | 0 |
| All Other Compensation ($) | 0 | 0 |
| Total ($) | 60,288 | 165,000 |
Notes: 2024 amounts reflect the standard Chair premium ($130,000 NED + $35,000 Chair) with no committee chair fees applicable to Gillis; SGRP disclosed it “has not given restricted stock unit awards to its directors” for 2024 .
Performance Compensation
| Performance Metric | Weight | Target/Definition | Status |
|---|---|---|---|
| None disclosed for non‑employee directors | — | SGRP stated no RSU awards to directors in 2024; director pay is cash retainers and chair fees | No performance‑based director pay disclosed |
Other Directorships & Interlocks
- Current boards: AST (LLC) and Travelport Worldwide LTD; advisory roles with Siris Capital Group and Platinum Equity .
- No interlocks or related‑party transactions were disclosed involving Mr. Gillis; SGRP’s related‑party section discusses affiliates tied to founders (SBS, Infotech, SAS) but does not identify Gillis in related‑party dealings .
Expertise & Qualifications
- Audit “financial expert” qualification; extensive CEO and M&A background; senior roles in media/distribution and retail services; Super Independent Director under SGRP’s enhanced independence criteria .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Options/RSUs Outstanding |
|---|---|---|---|
| James R. Gillis | 0 (listed as “--” in table) | 0% (not listed; “--”) | None disclosed for non‑employee directors in merger equity table (Bode/Gillis/Houston all “--”) |
Note: The 2024 beneficial ownership table lists no common stock for Gillis as of the October 1, 2024 record date .
Governance Assessment
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Positives
- Super Independent Director and Audit Committee financial expert; Chairs the Special Committee that evaluated strategic alternatives and recommended the Highwire merger—indicative of independence and active oversight .
- Strong 2025 re‑election support in absolute votes cast; Board/committee attendance thresholds met (≥75%) in 2024 .
- 2025 Stock Compensation Plan removes ability to favorably reprice awards and sets clearer vesting/term standards—improving equity plan governance if/when director equity is used .
-
Watch items / potential red flags
- No personal share ownership disclosed as of October 1, 2024 (0 shares), reducing “skin‑in‑the‑game” alignment; however, director compensation remained cash‑only in 2024 and RSUs were not granted to directors .
- Board structure includes Contractually Dedicated Seats and super‑majority by‑law provisions that can concentrate influence among certain stakeholders; mitigated by Super Independent Director requirements and resignation/retirement agreements enhancing accountability to shareholder votes .
- External advisory roles (Siris, Platinum) create potential appearance risks if counterparties interacted with SGRP; no such related‑party transactions involving Gillis were disclosed .
-
Overall: Gillis brings deep operating/M&A experience, is fully independent under strengthened by‑laws, and led the Special Committee’s process—supportive of board effectiveness. Lack of equity ownership is a notable alignment gap that could be addressed if RSU-based director pay is introduced under the new 2025 plan .