James Russell Bruner
About James Russell Bruner
James Russell Bruner (age 69) has served as an independent director of Smith‑Midland (SMID) since 2018, currently chairing the Audit Committee and designated as the board’s “audit committee financial expert.” He previously served as President & CEO of Maersk Line, Limited (2014–2017) and continues as Chairman of Maersk Line, Limited (since Nov 2016). He attended Bridgewater College and completed the University of Michigan Executive Program and Harvard Business School’s Advanced Management Program .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Smith‑Midland Corporation | Director | 2018–present | Audit (Chair; designated financial expert), Compensation (member), Nominating & Governance (member) |
| Maersk Line, Limited | Chairman | Nov 2016–present | Oversight of U.S.-flag shipping affiliate of A.P. Moller‑Maersk A/S |
| Maersk Line, Limited | President & CEO | 2014–2017 | Led U.S.-flag shipping operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Maersk Line, Limited | Director/Chairman | Current | Company profile notes he “currently serves as a Director of MLL”; also Chairman since 2016 |
| Bridgewater College | Board of Trustees | Current | Listed as serving on Bridgewater College Board of Trustees |
| University of Denver Intermodal Transportation Institute | Board of Directors | Former | Prior board service referenced in company profile |
Board Governance
- Independence: Bruner is an independent director under Nasdaq rules .
- Committee assignments and expertise: Audit Committee Chair and SEC-defined “financial expert”; member of Compensation and Nominating & Governance Committees .
- Meeting cadence and attendance: In 2024 the board met five times; all current directors attended all board and applicable committee meetings, except one board meeting missed by Richard Gerhardt (implying Bruner had perfect attendance). In 2023 the board met three times and all directors attended .
- Lead director structure: SMID combines Chair/CEO (Ashley B. Smith); no lead independent director .
Director election results (shareholder support):
| Metric | 2024 AGM (Aug 7, 2024) | 2025 AGM (Aug 1, 2025) |
|---|---|---|
| Votes For – J. R. Bruner | 2,846,330 | 2,586,256 |
| Votes Withheld – J. R. Bruner | 48,060 | 317,432 |
- Say‑on‑pay: In 2025, say‑on‑pay received strong support (For: 3,045,521; Against: 13,362; Abstain: 6,832) .
Fixed Compensation (Director)
| Compensation Element | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash – Bruner ($) | 12,000 | 40,000 |
| Stock Awards – Bruner ($) | — | — (but see note below) |
| Structure/Policy | 2023: $3,000 per meeting; committee chair add’l $3,000 (Audit) and $3,000 (Compensation) annually | Effective Jan 1, 2024: flat $40,000 cash retainer plus $15,000 stock annually (immediate vest) |
| 2024 Stock Grant Handling | N/A | In Feb 2025, independent directors were paid $15,000 in cash “in lieu of” the $15,000 stock due for 2024 (not reflected in the 2024 table) |
Notes: The company reimburses directors for out‑of‑pocket meeting expenses; management directors receive no additional board fees .
Performance Compensation (Director)
| Item | 2023 | 2024 |
|---|---|---|
| Non‑Equity Incentive Plan Compensation | — | — |
| Option Awards ($) | — | — |
| Performance Metrics Tied to Director Pay | None disclosed for non‑employee directors |
Other Directorships & Interlocks
- Public company boards: No other U.S. public company directorships are disclosed for Bruner in SMID’s proxy .
- Noted external roles: Chairman/Director at Maersk Line, Limited; Bridgewater College trustee; prior University of Denver ITI board service .
- Related‑party exposure: The company reports no related‑party transactions requiring disclosure under Item 404 of Reg S‑K; no familial ties apply to Bruner .
Expertise & Qualifications
- Audit and financial oversight: Designated “audit committee financial expert” by the board .
- Industry leadership: Senior executive and chairman experience in global maritime logistics (Maersk Line, Limited) .
- Education: University of Michigan Executive Program; Harvard Business School Advanced Management Program; attended Bridgewater College .
Equity Ownership
| As‑of Date | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| June 3, 2024 | 12,594 | <1% |
| June 2, 2025 | 12,594 | <1% |
Additional alignment/controls:
- Insider trading policy prohibits short sales, certain hedging/monetization, holding stock in a margin account, or pledging without prior CEO approval; no such approvals were granted to directors or NEOs in 2024 .
Governance Assessment
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Strengths:
- Independent director with relevant operating and financial oversight experience; serves as Audit Chair and SEC “financial expert” .
- Reported perfect attendance at board and committee meetings in 2024; strong engagement .
- Clear committee structure and cadence (Audit 7x; Compensation 5x; Nominating & Governance 2x in 2024) indicating active oversight .
- 2025 say‑on‑pay received very high support, a positive signal on compensation governance .
-
Watch items:
- Year‑over‑year rise in withhold votes for Bruner (48,060 in 2024 vs. 317,432 in 2025) warrants monitoring of investor sentiment, though overall support remains high .
- In lieu of intended 2024 equity, the board paid $15,000 cash in Feb 2025 (administrative decision disclosed). While modest, it temporarily increased the cash mix vs. equity for that year’s director pay .
-
Conflicts/related parties:
- No related‑party transactions requiring disclosure; independence affirmed under Nasdaq rules .
-
Disclosure gaps:
- No director‑specific stock ownership guideline disclosures were provided; equity plan capacity and director grant practice are described at a company level .
- We did not locate Form 4 insider trading filings for Bruner in our search; if needed, a direct EDGAR Form 4 query can be conducted.
Overall: Bruner’s profile—independence, audit leadership, and strong attendance—supports board effectiveness. The uptick in withholds in 2025 should be contextualized with broader shareholder dynamics, but no direct governance red flags (conflicts, low attendance, related‑party issues) were disclosed .