James White
About James White
James C. White, Jr. is STAI’s Chief Financial Officer, age 49 as of the 2025 proxy, serving since late 2024 (Nov/Dec) after a career in assurance and audit leadership at EY (1999–2015), managing partner at Banks, Finley, White & Co. (2015–2024), and interim CFO at Cityscape Ventures (2023–2024). He holds a Bachelor’s in Accounting from the University of Maryland, College Park, and chaired the Alabama Society of CPAs (2023–2024) . STAI disclosed material weaknesses in internal controls and a going‑concern emphasis of matter, with White signing SOX 302/906 certifications for FY2024—key execution risks for the finance function .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ernst & Young LLP | Senior Manager, Assurance | 1999–2015 | Led audits for multinational public companies including SEC/SOX/PCAOB reporting—core expertise in financial controls and reporting |
| Banks, Finley, White & Co. | Managing Partner | 2015–2024 | Oversaw firm quality control and led financial statement and audit advisory practice—drives rigor in accounting policy and audit readiness |
| Cityscape Ventures, LLC | Interim CFO | Jan 2023–Nov/Dec 2024 | Prepared budgets and financial statements—hands‑on FP&A and reporting for an operating business |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Alabama Society of CPAs | Chair | 2023–2024 | Professional leadership and network across accounting community—resource for governance and best practices |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | $275,000 |
| Actual Bonus ($) | $42,000 |
| Target Bonus (%) | Not disclosed |
| Equity Award – Grant Date Fair Value ($) | $270,000 |
| Total Reported Compensation ($) | $587,000 |
Notes:
- Compensation reflects post‑Business Combination employment agreements approved by the Compensation Committee and Board; granular CFO agreement terms (bonus targets, severance) are not separately disclosed in filings .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed | — | — | — | — | — |
Notes:
- The 2025 Equity Incentive Plan permits performance awards with Committee‑set criteria, but specific CFO metrics/weights for FY2024 are not disclosed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (shares) | 71,715 (less than 1% of class) |
| Ownership as % of shares outstanding | <1% (71,219,522 shares outstanding at record date) |
| Vested vs. unvested | Not disclosed for CFO |
| Options – exercisable/unexercisable | Not disclosed for CFO |
| Shares pledged as collateral | Prohibited by anti‑hedging/pledging policy (officers/directors) |
| Stock ownership guidelines | Not disclosed |
| 2025 Plan share pool and dilution context | 4,000,000 shares reserved and issued/RSUs in 2025; proposed increase by 6,800,000 shares (total 10,800,000), with burn rate ~9% in 2025; evergreen +3% annually through 2035 (Board discretion to reduce/skip) |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment start date | CFO since late 2024 (Nov per 10‑K; Dec per proxy) |
| Years in current role | ~1 year as of Nov 2025 (based on late‑2024 start) |
| Contract term/expiration | Not disclosed for CFO |
| Severance (salary+bonus multiples) | Not disclosed for CFO |
| Change‑of‑control (CIC) provisions | 2025 Plan: outstanding options become immediately exercisable; RSAs/RSUs fully vest; performance award conditions lapse upon CIC |
| CIC trigger type | As defined in 2025 Plan; multiple pathways including 50%+ voting power change, sale of substantially all assets, board composition change, or certain mergers |
| Termination treatment | Death/disability: options immediately exercisable for 12 months; unvested RSAs/RSUs/performance awards immediately vest. Other than death/disability/cause: options exercisable to extent vested for 3 months; unvested RSAs/RSUs/performance awards terminate; cause: immediate termination of rights |
| Non‑compete / non‑solicit | Not disclosed for CFO |
| Garden leave | Not disclosed |
| Post‑termination consulting | Not disclosed |
| Clawback policy | Company‑wide clawback for erroneously awarded incentive compensation after accounting restatement, covering 3 completed fiscal years, per SEC/Nasdaq rules |
| Insider trading / 10b5‑1 | Pre‑clearance, blackout periods; 10b5‑1 plans permitted; hedging/monetization/pledging prohibited for certain insiders |
Performance & Track Record
- Controls and procedures: management (CEO and CFO) concluded disclosure controls were not effective due to material weaknesses in internal control, primarily segregation of duties constraints .
- Auditor change: UHY resigned Sept 18, 2025 citing the June 30, 2025 10‑Q filing before review completion; going‑concern emphasis noted in prior audit reports; BPB appointed Oct 6, 2025 .
- CFO certifications: White signed SOX 302 and 906 certifications for FY2024 10‑K .
- Going concern: FY2024 financials include substantial doubt regarding ability to continue as a going concern given recurring losses, need for capital, and insufficient cash/working capital—elevated execution risk for finance leadership .
Compensation Committee & Governance Context
- Compensation Committee: independent directors (Bottoms – Chair; Buswell; Jenkins) oversee executive pay, equity plans, and consultants; charters posted on IR site; formed Jan 2025 .
- Equity Plan proposals: seeking shareholder approval to increase 2025 Plan by 6.8M shares and adopt evergreen +3% annually through 2035 to sustain equity‑based hiring/retention .
- Financing/dilution backdrop: proposal to approve ELOC share issuance (up to $50M) with potential ARC Group ownership concentration and material dilution; reverse split authorization to address Nasdaq compliance risks .
Investment Implications
- Alignment: White’s absolute ownership is modest (<1%), but hedging/pledging prohibitions and a robust clawback improve alignment quality; lack of disclosed ownership guidelines is a gap .
- Pay‑for‑performance transparency: CFO’s salary/bonus/equity values are disclosed, but specific performance metrics/weights and bonus targets are not—limiting pay‑for‑performance evaluation .
- Retention and selling pressure: broad acceleration of equity on CIC and immediate vesting on death/disability boosts retention until a transaction but may contribute to event‑driven supply; proposed large plan increase and evergreen suggest continued equity issuance and potential dilution .
- Execution risk signals: material control weaknesses, auditor resignation on a key quarterly filing, and going‑concern disclosure point to heightened finance execution risk under White’s watch—watch for remediation updates and audit committee oversight .
- Trading setup: near‑term outcomes of proxy proposals (reverse split, plan share increase, ELOC approval) can materially affect float, dilution, and listing compliance; monitor meeting results and subsequent capital actions as catalysts .