Jaime Vieser
About Jaime Vieser
Independent director since December 2020; age 55 as of April 30, 2025. Background spans high-yield trading and distressed credit: manager of Brushwood LLC; former Managing Partner and co-principal at Castle Hill Asset Management (2010–2017); led Deutsche Bank’s High Yield Sales & Trading in London (1998–2008); began at Bankers Trust in Investment Banking/Leveraged Finance (1994). Education: BA in Economics (University of Michigan) and MBA (SMU Cox School of Business). The Board cites his financial and investment expertise as qualifications for service.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brushwood LLC | Manager | Current | Private investment firm; financial and investment expertise leveraged on Board. |
| Castle Hill Asset Management LLC | Managing Partner and co-principal | 2010–2017 | $2.7B AUM hedge fund focused on high yield/distressed; informs risk oversight. |
| Deutsche Bank (London) | Head, High Yield Sales & Trading | 1998–2008 | Deep markets experience; relevant to audit/finance literacy. |
| Bankers Trust (New York) | Investment Banking/Leveraged Finance | 1994–late 1990s | Foundational credit and capital markets background. |
External Roles
No other public company directorships disclosed for Vieser over the past five years in proxy biographies.
Board Governance
- Board composition (as of April 30, 2025): Dale Curtis Hogue Jr. (Interim CEO/Director), Robert W. Postma (Director), Jaime Vieser (Director), Holger Weis (Director; Chair).
- Independence: In 2024, all directors other than Hogue were independent under Nasdaq Rule 5605(a)(2); audit and corporate governance committee members (including Vieser) are independent.
- Attendance: Board met 19 times in 2024; each current director attended ≥90% of Board and committee meetings. In 2023, Board met 43 times; each current director attended ≥75%. In 2022, Board met 14 times; each current director attended ≥90%.
- Board leadership: Chair role separated from CEO; Weis appointed Chair Sept 22, 2023 (non-executive).
Committee Membership Matrix (2024)
| Committee | Membership | Chair |
|---|---|---|
| Audit | Member (Vieser) | Chair: Holger Weis |
| Compensation | Not a member (Vieser) | 2024 Chair: Dr. Robert Hofmeister; resigned Apr 15, 2025; chair to be elected. |
| Corporate Governance & Nominating | Member (Vieser) | Chair: Robert W. Postma |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Option Awards ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | $68,000 | $12,815 | $0 | $80,815 |
| 2023 | $68,000 | $35,260 | $0 | $103,260 |
| 2022 | $68,000 | $56,350 | $32,800 | $157,150 |
Director Cash Fee Policy
| Component | Amount |
|---|---|
| Annual Board retainer | $50,000 (paid quarterly in arrears) |
| Board Chair retainer | $30,000 (annualized) |
| Audit Committee Chair | $20,000; Member $12,000 |
| Compensation Committee Chair | $15,000; Member $9,000 |
| Corporate Governance & Nominating Chair | $10,000; Member $6,000 |
Performance Compensation
Director equity is time-based; no performance metrics are disclosed for non-employee directors.
Equity Award Structure and Vesting
| Year/Program | Grant Type | Shares | Grant Date | Vesting |
|---|---|---|---|---|
| 2024 Annual | Stock options | 1,280 shares (annual); Board Chair additional 640 shares | June 6, 2024 | 1/12 monthly over 12 months |
| 2024 Initial (new directors) | Stock options | 2,560 shares | Various (at appointment) | 1/36 monthly over 36 months |
| 2023 Annual | Stock options | 100,000 shares per director | June 6, 2023 | 1/12 monthly over 12 months |
| 2023 Initial (new directors) | Stock options | 150,000 shares (e.g., Hofmeister) | 2023 at appointment | 1/36 monthly over 36 months |
| 2022 Annual | Stock options; Restricted stock | 100,000 options; 40,000 RS (Chair received +40,000 RS) | At annual meeting (2022) | Options: equal monthly over 1 year; RS: vest in full at 1 year or next annual meeting |
Other Directorships & Interlocks
- WaterMill Settlement Agreement (Feb 4, 2021) obligated company to nominate Postma, Vieser, and Weis during the standstill period; agreement no longer in effect by 2024/2025. This reflects prior shareholder engagement/activism context rather than ongoing interlock.
- No other public company boards disclosed for Vieser in the past five years.
Expertise & Qualifications
- Financial and investment expertise; hedge fund and high-yield trading leadership; audit literacy affirmed by Board for audit committee members.
- Education in economics and business (University of Michigan; SMU Cox MBA).
Equity Ownership
Beneficial Ownership Breakdown (as of April 30, 2025)
| Category | Shares |
|---|---|
| Direct (Vieser) | 19,434 |
| Brushwood LLC (manager) | 8,333 |
| UTMA accounts (children) | 2,167 |
| Options exercisable ≤60 days | 3,858 |
| Total | 33,792 (2.02% of 1,639,521 shares outstanding) |
Beneficial Ownership Trend
| Date | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| April 30, 2025 | 33,792 | 2.02% (1,639,521 SO) |
| April 7, 2024 | 228,943 | <1% (16,012,479 SO; footnoted breakdown includes options and warrants) |
| April 7, 2023 | 3,329,979 | 1.38% (240,627,055 SO) |
- Shares pledged as collateral: not disclosed.
Insider Trades and Related-Party Participation
| Date | Transaction | Instrument | Quantity/Price | Party |
|---|---|---|---|---|
| Nov 29, 2022 | Underwritten offering participation by affiliated entities | Common stock | 2,000,000 Firm Shares at $0.65 per share (pre-reverse split) | Entities affiliated with Postma and Vieser |
| Nov 29, 2023 (disclosed in 2025 proxy) | Underwritten offering participation by affiliated entities | Common stock | 13,333 Firm Shares at $97.50 per share | Entities affiliated with Postma and Vieser |
- Section 16(a) compliance: No delinquent reports in FY2024; in FY2023, late filings noted for Hofmeister only.
Governance Assessment
- Board effectiveness: Vieser serves on Audit and Corporate Governance & Nominating, aligning with his finance/markets background; Board reports strong attendance (≥90% in 2024), supporting engagement.
- Independence and conflicts: He is classified independent; related-party participation consisted of market-priced offering purchases by affiliated entities, reviewed under the company’s related-party policy—more a signal of support than operational conflict.
- Compensation alignment: Cash fees modest; equity awards time-vested options (and 2022 RS) without performance metrics; ownership of 2.02% (2025) indicates “skin in the game,” though guidelines/pledging policies for directors are not disclosed.
- RED FLAGS: None material identified for Vieser in proxies; note prior activist settlement context (WaterMill) and ongoing significant ownership by Postma—requires monitoring of governance dynamics but no adverse findings specific to Vieser.