Jeffrey S. Gilliam
About Jeffrey S. Gilliam
Independent director at HG Holdings, Inc. (ticker: STLY); age 67; director since February 2015 with current term expiring at the 2026 annual meeting. Background spans CFO/Treasurer roles and operational leadership in manufacturing; designated by the Board as an “audit committee financial expert” under SEC rules, and determined independent under NASDAQ standards adopted by the company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hickory Springs Manufacturing Company | CFO/Treasurer | Apr 2022–present | Financial oversight; qualifies as audit committee financial expert |
| Willow Oak Advisory Group, LLC | Managing Member | Jan 2016–present | Business advisory leadership; manufacturing and finance expertise |
| Columbus Industries, Inc. (Filtration Group) | President | Aug 2019–Feb 2022 | Operational leadership in manufacturing |
| Finley Group (corporate advisory firm) | Director | Aug 2012–Jan 2016 | Corporate advisory experience |
| Toter, Incorporated (Wastequip, LLC) | President | Oct 2008–Aug 2012 | Manufacturing operations leadership |
| Toter, Incorporated (Wastequip, LLC) | VP Finance (CFO) | Jun 2002–Oct 2008 | Corporate finance and controls |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hickory Springs Manufacturing Company | CFO/Treasurer | Apr 2022–present | Ongoing external employment; no STLY related-party connection disclosed |
| Willow Oak Advisory Group, LLC | Managing Member | Jan 2016–present | Business advisory; independent from STLY per proxy |
| Columbus Industries, Inc. | President | Aug 2019–Feb 2022 | Prior external role |
| Finley Group | Director | Aug 2012–Jan 2016 | Prior external role |
| Toter, Incorporated | President; VP Finance (CFO) | 2002–2012 | Prior external roles |
Board Governance
- Independence: Board determined Gilliam is independent under NASDAQ rules adopted by the company; only the CEO (Hale) is not independent .
- Committees: Audit Committee Chair (with Sherman); Compensation & Benefits Committee member (Sherman Chair); Corporate Governance & Nominating Committee member (Sherman Chair) .
- Audit expertise: Board designated Gilliam as an “audit committee financial expert” under SEC regulations .
- Attendance: Board met 4 times in 2024; each incumbent director attended ≥75% of board/committee meetings; all directors attended the 2024 annual meeting .
- Committee activity: Audit, Compensation & Benefits, and Corporate Governance & Nominating committees each met 4 times in 2024 .
Fixed Compensation
| Year | Annual Director Retainer (Cash) | Committee/Chair Fees | Equity Grants (Annual) | Total |
|---|---|---|---|---|
| 2021 | $35,000 | Not disclosed | None | $35,000 |
| 2022 | $35,000 | Not disclosed | None | $35,000 |
| 2023 | $35,000 | Not disclosed | None | $35,000 |
| 2024 | $35,000 | Not disclosed | None | $35,000 |
Notes:
- Company policy provides $35,000 annual cash compensation for each non‑employee director; CEO Hale serves without board compensation under his election agreement .
Performance Compensation
| Category | Detail |
|---|---|
| Stock awards (RSUs/PSUs) | None outstanding at December 31, 2024; none granted in 2023; none outstanding at December 31, 2023/2022 |
| Options | No stock options outstanding (2024/2023/2022) |
| Performance metrics tied to director pay | None disclosed for directors |
| Deferred/meeting fees | None disclosed |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company directorships | None disclosed in proxy (biography lists executive/advisory roles, not public boards) |
| Prior public company boards | None disclosed |
| Interlocks with competitors/suppliers/customers | None disclosed for Gilliam; related‑party transactions involve CEO Hale‑controlled entities (see conflicts) |
Expertise & Qualifications
- Manufacturing sector operations and finance: Prior President and CFO roles across manufacturing firms support operational oversight and cost controls .
- Financial oversight: Designated audit committee financial expert; extensive CFO experience aids internal control, reporting, and auditor oversight .
- Board experience: Director since 2015; re‑elected by stockholders in 2020 and 2023, indicating continued shareholder support .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Jeffrey S. Gilliam | 4,165 | 0.08% (4,165 / 5,310,768) | Footnote indicates “1% or less” |
| Shares pledged as collateral | Not disclosed | ||
| Hedging policy | Company has not adopted any hedging policy for employees/directors (governance weakness) | ||
| Ownership guidelines (directors) | Not disclosed |
Say‑on‑Pay & Shareholder Feedback
| Meeting Date | Proposal | For | Against | Abstain | Approval % |
|---|---|---|---|---|---|
| Jul 16, 2024 | Advisory vote on 2023 NEO compensation | 2,316,314 | 8,149 | 3,052 | 99.5% (For / total votes cast) |
Related‑Party Transactions (Conflict Risk Context)
- 2024–2025 engagements and investments with entities controlled by CEO Hale:
- HGMA provided services to HP Managing Agency (related party) for $250,000/month during 2024 .
- Company invested $500,000 in HP LPT Holding Company LLC (related party) .
- Company received $465,000 distributions from HP Holding Company, LLC (related party) .
- Master Services Agreement effective June 1, 2025 with HP Risk Solutions, LLC for $6 million per year over three years (related party) .
- Governance oversight: Audit Committee (Gilliam, Chair) is responsible for reviewing and approving related‑party transactions under the charter .
Insider Trades
| Person | Date Range Reviewed | Open Market Purchases (P) | Sales (S) | Awards/Grants (A) | Notes |
|---|---|---|---|---|---|
| Jeffrey S. Gilliam | Jan 1, 2023 – Nov 20, 2025 | 0 | 0 | 0 | No Form 4 insider transactions found in period (insider‑trades skill run 2025‑11‑20) |
Compensation Committee Analysis
- Composition: Sherman (Chair), Gilliam (member); both independent under NASDAQ rules adopted by the company; committee met 4 times in 2024 .
- Consultant usage: No external compensation consultant disclosure; committee has not delegated authority .
- Peer benchmarking: Corporate governance and nominating committee reviews publicly available director compensation data; board approves director compensation .
Governance Assessment
-
Strengths
- Independent audit chair with SEC “financial expert” designation; audit committee actively oversees auditor independence and pre‑approves services; delegated non‑audit approvals ≤$25,000 to chair with reporting back to full committee .
- Consistent meeting cadence (board and committees met four times in 2024) and adequate attendance (≥75%); all directors attended annual meeting .
- Transparent disclosure of related‑party transactions, with audit committee oversight .
-
Alignment and Signals
- Director pay is entirely cash ($35,000) with no equity grants, limiting direct stock‑based alignment; Gilliam holds 4,165 shares (~0.08%), indicating low economic exposure relative to governance influence .
- No hedging policy adopted for directors/employees, which is below best‑practice standards and a potential misalignment risk if hedging/derivatives occur without disclosure .
-
Conflicts and Concentration
- Significant control concentration: CEO Hale and related parties own ~73.0% of common stock; multiple related‑party transactions involve Hale‑controlled entities, elevating conflict‑of‑interest risk that requires rigorous independent oversight by Gilliam and the audit committee .
- No disclosed ties between Gilliam’s external employers and STLY’s related‑party transactions, mitigating direct conflict risk for Gilliam based on proxy disclosures .
-
RED FLAGS
- Absence of a hedging policy for directors/employees (shareholder‑unfriendly; alignment risk) .
- Extensive related‑party dealings with Hale‑controlled entities alongside 73% insider control; requires ongoing robust audit and governance committee challenge .
- Low director stock ownership and no equity‑based director compensation; potential misalignment with long‑term shareholder value creation .
-
Mitigants
- Audit committee structure and Gilliam’s financial expertise provide a framework to manage conflict risk and auditor oversight; explicit pre‑approval controls are in place .
- Strong say‑on‑pay support (99.5%) suggests shareholders have not expressed broad compensation governance concerns recently; albeit focused on NEO pay rather than director pay .
Implication: Gilliam’s role as independent audit chair is central to investor confidence amid concentrated control and multiple related‑party transactions. Enhancing director equity alignment and adopting hedging/pledging prohibitions would strengthen governance quality and reduce perceived risk .