William H. Bartels
SPAR GroupAbout William H. Bartels
William H. Bartels, age 80, is a co-founder of SPAR Group and has served as a director since July 8, 1999. He is qualified as an independent director under Nasdaq rules (not designated a “Super Independent Director” in the proxy), and retired as an employee on January 1, 2020. His background includes more than 40 years leading global sales, marketing, client development, and commercialization of the SPARLINE trade-promotion analytics platform, with frequent industry speaking engagements and international partnerships. He holds the “Bartels Board Seat,” a contractually dedicated seat under the CIC Agreement, which he may nominate to fill.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SPAR Group, Inc. (SGRP) | Director | Since Jul 8, 1999 | Contractually dedicated “Bartels Board Seat” under CIC Agreement |
| SPAR Group, Inc. | Member, Special Committee (Strategic Alternatives) | Through Feb 2024 | Served until Feb 2024 |
| SPAR Marketing Companies | Vice Chairman, Secretary, Treasurer, SVP | 1967–1999 (prior to public listing) | Led sales/marketing and client relationships |
External Roles
| Organization | Relationship/Role | Notes |
|---|---|---|
| SPAR Administrative Services, Inc. (SAS) | Related party affiliate; owned principally by Bartels | SAS used “SPAR” name via license; SAS dissolved Dec 2023 |
| SPAR Business Services, Inc. (SBS) | Related party affiliate (beneficially owned by Robert G. Brown via SBS LLC) | Longstanding affiliate; co-ownership of IP/trademarks arrangements with Company and Infotech |
| SPAR InfoTech, Inc. (Infotech) | Related party affiliate (owned principally by Robert G. Brown) | Co-ownership of scheduling/reporting software with Company and SBS |
| Innovative Global Technologies LLC (IGC) | Related party affiliate (owned principally by Robert G. Brown) | Founders (Bartels/Brown) have served as directors/officers of affiliates including SBS, IGC, Infotech and SAS |
Board Governance
- Committee assignments and chair roles: As of year-end 2024, committee rosters did not list Bartels on the Audit, Compensation, or Governance Committees; he previously served on the Special Committee through Feb 2024.
- Independence: Qualified as an independent director under Nasdaq rules; the proxy designates Bode, Gillis, and Houston as “Super Independent Directors,” not Bartels.
- Attendance and engagement: The Board met 13 times in 2024; all then-current members attended at least 75% of meetings, meeting the policy threshold.
- Contractually Dedicated Seat and resignation framework: Bartels’ seat is contractually dedicated; if not elected, the Board intends to appoint the Nominating Rights Holder’s nominee, making the stockholder vote effectively advisory for that seat. All directors have pre-signed resignation letters, including removal if the Nominating Rights Holder replaces the designee.
Fixed Compensation
| Item | 2024 Amount | Notes |
|---|---|---|
| Annual retainer (outside director) | $130,000 | Standard fee per Director Compensation Plan (effective Apr 1, 2023) |
| Committee chair fees | $0 | Not a current committee chair; Audit Chair +$10k; Gov/Comp Chair +$7.5k |
| All other compensation | $50,000 | As disclosed for Bartels in 2024 |
| Total 2024 director compensation | $180,000 | Cash-based; no equity awards to directors in 2024 |
- Director pay structure: Annual NED fee $130,000; Chair of Board +$35,000; Audit Chair +$10,000; Governance/Comp Chairs +$7,500. Fees are paid quarterly in cash; Board may elect RSU payment when plan capacity permits. No meeting fees; expenses reimbursed.
Performance Compensation
| Component | Grant/Value | Performance Metrics | Vesting/Terms |
|---|---|---|---|
| RSUs/Options (Directors) | $0 (2024) | None disclosed | Company states it has not granted RSUs to directors; no director equity awards in 2024 |
- Note: The 2025 Stock Compensation Plan authorizes director NQSOs/RSUs with default 1-year vesting for directors; no repricing permitted, and awards vest on retirement/death/disability or Extraordinary Event. Future grants depend on shareholder approval and committee action.
Other Directorships & Interlocks
| Entity | Role/Link | Potential Interlock/Conflict Note |
|---|---|---|
| SAS (affiliate) | Owned principally by Bartels | Related party; historical services and trademark use; dissolved Dec 2023 |
| SBS, Infotech, IGC (affiliates) | Founders have served as directors/officers of these affiliates | Related-party relationships overseen via Audit/Governance Committees’ policies |
Expertise & Qualifications
- Founding executive with extensive sales/marketing leadership; led global client development and commercialization of SPARLINE analytics; recognized speaker at industry conferences; negotiated international partnerships (U.K., Australia).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| William H. Bartels | 4,709,837 | 19.73% | Footnote: includes “$600,000 SGRP shares” donated to charity that remain beneficially owned (as disclosed) |
- Section 16 compliance note: One Form 4 filing by Bartels was reported late in 2024; all required filings since completed.
Governance Assessment
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Strengths
- Significant insider ownership (~19.73%) aligns incentives with shareholders.
- Independent under Nasdaq rules; long operating history and commercial expertise relevant to SGRP’s client-facing business.
- Attendance threshold met; Board/committees structured with Super Independent leadership and strong committee mandates (risk, related-party oversight).
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Watch items / potential red flags
- Contractually Dedicated Seat: Stockholder vote for Bartels’ seat is effectively advisory; if not elected, Board intends to appoint the Nominating Rights Holder’s nominee—reducing traditional electoral accountability.
- Related-party exposure: Founder ties and affiliate relationships (SAS, SBS, Infotech, IGC) create ongoing conflict risk, even as oversight resides with independent committees per the Ethics Code and committee charters.
- CIC Agreement: Founders received preferred stock converting into 3,000,000 common shares (aggregate valuation $3.69 million) as part of a settlement with governance limitations through Jan 25, 2027—useful for stability but adds complexity around founder influence.
- Legacy retirement benefits: Governance Committee approved five-year retirement benefits for Bartels (approx. $220,558 per year through Dec 31, 2024; now fully settled), which may be scrutinized for optics though recognized primarily in 2020.
- Minor compliance issue: One late Form 4 in 2024.
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Implications for investors
- Alignment is high given substantial ownership, but founder influence via contractual nomination rights and historical affiliate ties can create perceived governance risk; risk-mitigating controls include Super Independent directors, supermajority voting for key actions, and committee oversight of related-party transactions.