John Bode
SPAR GroupAbout John Bode
John Bode (age 50) is an independent director of SGRP and serves as Chairman of the Audit Committee, and member of the Compensation, Governance, and Special Committees. He joined SGRP’s Board on October 1, 2023; was appointed Audit Chair on October 4, 2023, and added to the Compensation Committee on March 28, 2024. He is designated a Super Independent Director and qualifies as an Audit Committee “financial expert.” He holds a degree in Accountancy from the University of Notre Dame and began his career as a CPA with BDO Seidman, LLP in 1996 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Postmedia Network Canada Corp. | EVP, CFO & Chief Transformation Officer | Effective Oct 6, 2023 | Senior finance and transformation leadership |
| Readerlink Distribution Services, LLC | EVP, Chief Operating Officer | 2018–2022 | Operated the largest full-service book distributor in N. America |
| Tribune Publishing Company | Chief Financial Officer | 2013–2015 | Corporate finance leadership for a public media company |
| BDO Seidman, LLP | Certified Public Accountant | Began 1996 | Audit/assurance foundation |
External Roles
| Organization | Role | Current/Prior | Notes |
|---|---|---|---|
| McClatchy | Director | Current | Media industry board appointment |
| Zevra Pharmaceutical | Director | Current | Public biopharma board |
| FISION Corporation | Director | Current | Technology/marketing services board |
| Veterans Ventures | Director | Current | Investment/charitable board service |
| Proficient Alpha Acquisition Corp. | Director | Prior (ended 2020) | Role ended with Lion Group acquisition |
Board Governance
- Committee assignments: Audit (Chair), Compensation, Governance, Special Committee (Strategic Alternatives) .
- Independence: Determined by the Board to meet Nasdaq/SEC independence and SGRP’s stricter Super Independent Director criteria; designated Audit Committee financial expert .
- Attendance: The Board met 13 times in 2024; all then members attended ≥75%. Audit Committee met 5 times in 2024; Compensation Committee met 2 times; Governance Committee met 3 times—members attended ≥75% .
- Resignation/retirement letters: All directors (including nominees) have irrevocable resignation agreements triggered by specified “Departure Conditions” (e.g., failed re-election, 70% Board vote for policy noncompliance or performance impact, or replacement by a Nominating Rights Holder for contractually dedicated seats) .
- Audit Committee mandate: Direct oversight of external auditor, financial reporting, internal controls, and explicit review/approval of related-party transactions fairness; empowered to retain independent advisors .
Fixed Compensation
| Director | Period | Cash Retainer ($) | Chair Fees ($) | RSU/Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| John Bode | 2024 | 130,000 | 10,000 (Audit Chair) | 0 | 0 | 140,000 |
- Plan structure: Non-employee directors receive $130,000 annual cash fee; Board Chairman +$35,000; Audit Chair +$10,000; Compensation/Governance Chair +$7,500; no extra meeting fees; RSU payments may be considered only if a stockholder-approved plan permits; independent directors reimbursed for reasonable expenses .
Performance Compensation
| Item | Disclosure |
|---|---|
| Director RSUs/PSUs/options | SGRP did not grant restricted stock units to directors and shows $0 equity awards for 2024 . |
| Performance metrics tied to director pay | None disclosed; director pay is cash-based under the Director Compensation Plan . |
- Equity plan context: The 2025 Stock Compensation Plan authorizes RSUs and NQSOs with vesting norms (directors default to one-year vesting) and immediate vesting upon Extraordinary Events, but future grants require stockholder approval; 2024 director pay had no equity .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Interlocks with SGRP-related entities | No member of the Board’s Audit, Compensation or Governance Committees was an officer/employee of the Company in 2024; no executive officer or board member serves on boards/committees of any other entity affiliated with or related to SGRP (outside of founders’ affiliate roles) . |
| Related-party transaction oversight | Audit Committee (chaired by Bode) reviews and approves fairness of all material related-party transactions . |
Expertise & Qualifications
- Financial expertise: Audit Committee “financial expert”; CPA background; extensive CFO/COO roles in media/distribution; transformation leadership .
- Education: Degree in Accountancy, University of Notre Dame .
- Industry experience: Media, distribution/logistics, finance and transformation; current CFO/CXO role at Postmedia .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | John Bode is not individually listed in the Security Ownership table (which itemizes significant holders, founders, and named executives); individual director holdings for Bode are not disclosed . |
| Section 16 compliance | Late Form 4 filers in 2024 are disclosed (Bartels, Brown, Belzer, Calisto Pato); Bode is not listed among late filers . |
| Pledging/hedging | No pledging or hedging disclosures specific to Bode; not disclosed in proxy . |
Governance Assessment
- Strengths
- Super Independent Director and Audit Chair with financial expert designation, enhancing oversight of financial reporting and related-party fairness .
- High committee engagement across Audit, Compensation, Governance, and Special Committee (strategic alternatives/going-private) .
- Board attendance thresholds met; committees recorded regular meetings with ≥75% attendance, supporting active oversight .
- Potential concerns and monitoring points
- Director compensation is predominantly cash; SGRP disclosed no director equity grants in 2024, limiting direct equity alignment absent personal shareholding data for Bode .
- Contractually Dedicated Seats and irrevocable resignation mechanics can alter board composition dynamics; however, Bode’s role is under the Super Independent framework, which mandates heightened independence standards .
- Special Committee involvement in a potential going-private transaction (Highwire) warrants continued focus on process integrity; governance disclosures indicate independent oversight via Special Committee and Board .
Net effect: Bode’s audit leadership and independence status are positives for investor confidence; the cash-heavy director pay structure and absence of disclosed equity holdings suggest monitoring for ownership alignment signals, while committee oversight of related-party matters and strategic transactions is a focal area for governance quality assessment .