James Cassano
DNA XAbout James Cassano
James Cassano has served on Sonim’s Board since July 2022 and is an independent director designated as an Audit Committee financial expert. He was 78 years old as of June 20, 2024. He holds a BS in Aeronautics and Astronautics from Purdue University and an MBA from Wharton. His background spans CFO roles, private equity, SPAC leadership, and founding and scaling technology and education businesses, providing deep financial oversight and M&A experience relevant to audit chair duties .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CoActive Health Solutions, LLC | Partner & Chief Financial Officer | Dec 2009 – Dec 2021 | Global CRO finance leadership; supports pharma/biotech clients |
| Jaguar Capital Partners / Jaguar Acquisition Corp (OTCBB: JGAC) | Partner (Jaguar); EVP, CFO, Secretary & Director (Jaguar Acquisition SPAC) | 2005 – 2009 | SPAC formation and public company financial leadership |
| New Forum Publishers (sold to Apex Learning) | Founder, Chairman & CEO | 1998 – Aug 2003 (consultant to Feb 2004) | Built and exited edtech publisher to a Warburg Pincus–controlled company |
| Tickets.com (formerly Advantix, Inc.) | Co‑founder (Advantix); company went public in 1999 | 1995 – 1999 | High‑volume e‑ticketing and payments platform; IPO outcome |
| Hill Group, Inc. | SVP & Chief Financial Officer | Mar 1987 – Jun 1995 | Finance leadership at engineering/consulting firm |
| Safeguard Scientifics, Inc. | VP, Investments & Acquisitions | Feb 1986 – Mar 1987 | Venture development investing and M&A |
| Hay Associates (Europe) | Partner & Director, Strategic Management Services | May 1973 – Feb 1986 | Strategy advisory leadership (Europe) |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Ideanomics, Inc. | Vice Chairman & Lead Independent Director | Director since 2008 (current) | Chair: Audit; Member: Compensation, Acquisition Oversight, Risk, Disclosure |
Board Governance
- Independence: Independent director under Nasdaq rules; Audit Committee financial expert designation .
- Committees: Audit Committee Chair; Compensation Committee member .
- Attendance: Each director attended at least 75% of combined Board and committee meetings in FY2023; 2023 Board met 5x; Audit 5x; Compensation 3x; Nominating & Governance 1x .
- Board structure: Independent Chair (Mike Mulica); Board holds executive sessions of independent directors .
- Related‑party oversight: Audit Committee reviews and ratifies related‑person transactions under a written policy; directors must recuse if interested .
Fixed Compensation
| Item (Non‑Employee Director) | 2024 Amount (USD) |
|---|---|
| Annual Board cash retainer | $35,000 |
| Audit Committee Chair retainer | $15,000 |
| Compensation Committee member fee | $5,000 |
| Total fees earned in cash (Cassano) | $55,000 (reported) |
| Notes | Committee fee schedule and base retainer per policy; Cassano’s reported cash total equals the sum of base + Audit Chair + Compensation member |
- Non‑executive Chair adders (not applicable to Cassano): +$50,000 cash retainer and +$50,000 RSU grant annually .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant‑date Fair Value | Vesting | Change of Control / Other |
|---|---|---|---|---|---|
| RSUs (annual grant) | June 20, 2024 | 7,895 RSUs | $60,000 | Vests in one installment on the earlier of first anniversary or immediately prior to 2025 annual meeting | Director RSUs fully vest upon change of control, death, or disability |
- Equity policy: New non‑employee directors receive an initial $60,000 RSU grant; annual RSU grants are $60,000 thereafter .
- 2025 plan constraints: Following the 2025 annual meeting, share reserve was insufficient for standard RSU grants; the company used cash awards with vesting akin to RSUs for non‑employee directors pending share pool increase (affects structure/at‑risk mix) .
Other Directorships & Interlocks
| Company | Overlap Type | Potential Interlock/Conflict |
|---|---|---|
| Ideanomics, Inc. | External public directorship; Audit Chair | No Sonim related‑party transactions disclosed involving Cassano in the proxy’s related‑party section; Audit Committee oversees any such matters under policy . |
Expertise & Qualifications
- Financial expertise: Designated Audit Committee financial expert; extensive CFO and audit oversight experience in public company settings (SPAC, operating companies) .
- M&A and capital markets: SPAC executive (Jaguar Acquisition Corp), private equity partner (Jaguar Capital Partners) .
- Operating and governance breadth: Leadership roles across technology, edtech, engineering services; long‑tenured external public company director (Ideanomics) with multiple committee responsibilities .
- Education: BS, Aeronautics & Astronautics (Purdue); MBA, Wharton School (UPenn) .
Equity Ownership
| Metric | May 30, 2024 | Sept 15, 2025 |
|---|---|---|
| Shares beneficially owned (Cassano) | 199,805 (includes 120,799 RSUs vesting within 60 days) | 49,126 (less than 1%) |
| % of outstanding shares | <1% (based on 46,717,887 outstanding) | <1% (based on 17,781,919 outstanding) |
- Section 16 compliance: All officers and directors filed required reports on a timely basis for FY2023 (no delinquencies) .
- Anti‑hedging: Company maintains a Code of Conduct and governance framework; governance documents are available on IR site; anti‑hedging policy referenced (no specific director pledging disclosure noted) .
Governance Assessment
-
Positives
- Independent Audit Chair with “financial expert” designation and deep CFO/SPAC background enhances financial reporting oversight and risk management .
- Solid engagement record: at least 75% attendance in FY2023 across Board/committees; Board structure includes independent chair and executive sessions .
- Director pay is modest and balanced (2024: $55k cash, $60k equity), aligning incentives while recognizing committee workload (Audit Chair, Comp member) .
-
Watch items
- Single‑trigger vesting for director RSUs upon change of control; while common for directors, investors may prefer double‑trigger structures for tighter alignment .
- Equity plan permits repricing actions with participant consent, which some governance frameworks scrutinize; continuous board discipline is warranted .
- Post‑2025 shift to cash‑settled awards due to limited share reserve reduces equity‑based alignment until the plan is replenished, though the company sought share increases to restore equity compensation .
