James Wall
About James Wall
James Wall, age 80, is an independent director of Standard Premium Finance Holdings, Inc. (SPFX) and has served on the Company’s board since 2017; he has been a director of the subsidiary, Standard Premium Finance Management Corporation, since 2004 . He holds a bachelor’s degree from Wake Forest University and an MBA from the University of North Florida, and previously retired as a commercial airline pilot (American Airlines 1989–2005; Eastern Airlines 1973–1989) with a U.S. Navy background (pilot since 1973; Naval Reserve through 1988; retired as Captain) . The Board explicitly determined Wall to be independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Standard Premium Finance Holdings, Inc. | Director | 2017–present | Instrumental in converting subsidiary from S-corp to C-corp enabling holding company structure |
| Standard Premium Finance Management Corp. (subsidiary) | Director | 2004–present | Institutional memory and operational insight |
| American Airlines | Commercial Airline Pilot | 1989–2005 | — |
| Eastern Airlines | Commercial Airline Pilot | 1973–1989 | — |
| Atlantic Bank | Commercial Loan Credit Analyst | ~2 years during Eastern furlough | Credit analysis experience |
| United States Navy / Naval Reserve | Pilot; Retired as Captain | Active 1973; Reserve until 1988 | Aviation leadership; service at rank of Captain |
External Roles
No other public company directorships or external committee roles are disclosed in recent proxy materials; none noted .
Board Governance
- Independence: The Board determined Wall is independent under Nasdaq rules .
- Leadership: CEO William Koppelmann serves as Chairman; the Board has not appointed a lead outside director .
- Attendance: Board held five meetings in 2024; three meetings in 2023; six in 2021, and no director attended fewer than 75% of meetings in those years .
- Annual Meeting Attendance: Five directors attended the 2024 Annual Meeting; seven attended in 2023 .
| Committee | Members (latest disclosed) | Chair | Notes |
|---|---|---|---|
| Audit Committee | Scott Howell, MD; Mark Kutner, MD; John Leavitt, DBA | Not disclosed | Howell qualifies as “audit committee financial expert” |
| Compensation Committee | Scott Howell, MD; Mark Kutner, MD; Christian Hoechner | Not disclosed | Committee established Dec 21, 2020 |
| Nominating Committee | Standing committee; members not enumerated in proxies | Not disclosed | Accepts stockholder nominations; criteria outlined |
Note: James Wall is not listed as a member of Audit or Compensation Committees in recent disclosures .
Fixed Compensation
| Component | FY2023 | FY2024 |
|---|---|---|
| Annual retainer (cash) | $0 | $0 |
| Committee membership fees | $0 | $0 |
| Committee chair fees | $0 | $0 |
| Meeting fees | $0 | $0 |
The Company did not pay any director compensation for Board service in 2023 or 2024; executives Koppelmann and Krogol received compensation only for officer roles, not for Board service .
Performance Compensation
| Equity/Performance Component | FY2023 | FY2024 | Performance Metrics |
|---|---|---|---|
| Annual director equity grants (RSUs/DSUs/PSUs) | None disclosed | None disclosed | N/A |
| Options to directors for Board service | None disclosed | None disclosed | N/A |
| Performance metrics (TSR/EBITDA/etc.) tied to director pay | Not applicable (no director pay) | Not applicable (no director pay) | N/A |
Company policies note executive equity grant processes and timing considerations, but do not indicate director equity awards for Board service; the Compensation Committee considers material non-public information when determining timing and terms of equity awards and does not time disclosures to affect award value .
Other Directorships & Interlocks
No interlocks, competitor/supplier/customer board overlaps, or other public company directorships are disclosed for Wall in recent filings .
Expertise & Qualifications
- Finance exposure through credit analyst experience at Atlantic Bank and governance impact in corporate structure transition (S-corp to C-corp) .
- Operational leadership and discipline from U.S. Navy service (Captain) and long aviation career .
- MBA and bachelor’s credentials underpin oversight capabilities .
Equity Ownership
| Holder | Direct Shares | Derivative/Contingent | Exercise Terms | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| James Wall | 78,256 shares owned directly | 25,000 shares issuable upon exercise of Class W12 5-year warrants | $12.00 exercise price per share | 103,256 shares (including warrants as described) | 2.5% |
- Shares pledged as collateral: No pledging disclosed in the proxies or 10-K referenced sections .
- Insider filings: Company states Section 16(a) filings were in compliance for FY2023 and FY2024 .
- Hedging policy: Prohibits directors, officers, and certain employees/consultants from short sales or trading, writing, or purchasing put/call options on Company stock .
Related Party Transactions and Potential Conflicts
- Loan to Company: Wall advanced $166,000 to the Company, maturing in 2025 at 8% interest (listed among officer/director loans) .
- Approval process: All related party transactions must be reviewed and approved by an independent body of the Board composed solely of independent directors per Nasdaq governance rules; references to additional details are in Notes 7, 10, 12, and 14 of the annual report financial statements (FY2023/FY2024) .
Governance Assessment
- Strengths: Long tenure with the operating subsidiary since 2004 and the holding company since 2017 provides institutional knowledge; independence confirmed by the Board; consistent attendance thresholds met; hedging policy reduces misalignment risks .
- Alignment: Meaningful share ownership (2.5% beneficial) and warrants indicate economic exposure; absence of director fees suggests low direct cash compensation, placing alignment more on share ownership .
- Committee Influence: Wall is not disclosed as an Audit or Compensation Committee member; governance influence appears more at the full Board level and via corporate structure history rather than committee leadership roles .
- RED FLAGS:
- Related-party loan: The $166,000 director loan at 8% maturing in 2025 is a related party exposure. While the Company applies an independent review/approval process, such loans warrant monitoring for potential conflicts or preferential terms .
- No lead independent director: The Board has not appointed a lead outside director despite the CEO serving as Chairman, which can be perceived as a governance weakness in oversight structure .
- Overall: Wall’s independence and service record are supportive of Board effectiveness, but the related-party financing and absence of a lead independent director merit attention from governance-focused investors .