Gray Davis
About Joseph “Gray” Davis
Joseph “Gray” Davis, age 82, has served as an independent director of Kartoon Studios (TOON) since December 2013. He is a former 37th Governor of California (1999–2003), previously Lieutenant Governor (1995–1998), State Controller (1987–1995), and State Assemblyman (1982–1986). Davis is Of Counsel at Loeb & Loeb LLP in Los Angeles (since 2004), and holds a BA from Stanford University and a JD from Columbia Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of California | Governor | 1999–2003 | Executive leadership of state; policy governance |
| State of California | Lieutenant Governor | 1995–1998 | Statewide executive role |
| State of California | State Controller | 1987–1995 | Fiscal oversight |
| State of California | State Assemblyman | 1982–1986 | Legislative experience |
| DIC Entertainment | Director | Not specified | Media/entertainment governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Loeb & Loeb LLP | Of Counsel (Los Angeles) | Since 2004 | Legal advisory |
| Think Long Committee | Member | Not specified | Bipartisan policy group |
| UCLA School of Public Affairs | Senior Fellow | Not specified | Academic/public policy engagement |
| Southern California Leadership Counsel | Co-Chair | Not specified | Regional leadership forum |
Board Governance
- Independence: Board determined Davis is independent under SEC and NYSE American rules .
- Committee assignments (2024): Audit Committee member; Nominating Committee member; Investment Committee member .
- Attendance: In fiscal 2024, Board held 6 meetings; no director attended fewer than 75% of Board and committee meetings on which they served .
- Board size and leadership: 7 directors; combined CEO/Chair structure; Vice Chair is Anthony Thomopoulos .
| Governance Element | FY 2023 | FY 2024 |
|---|---|---|
| Board meetings held | 4 | 6 |
| Audit Committee – membership | Davis, Sicignano (Chair), Segall | Davis, Sicignano (Chair), Segall |
| Nominating Committee – membership | Davis, Segall (Chair) | Davis, Segall (Chair) |
| Investment Committee – membership | Davis, Sicignano | Davis, Sicignano |
| Attendance ≥75% threshold met | Yes (no director <75%) | Yes (no director <75%) |
Fixed Compensation
- Policy: Non-employee directors earn $10,000 per quarterly meeting attended; $10,000 for committee chairs; $5,000 for committee members; mix of cash and stock determined by Compensation Committee .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Cash fees ($) | $23,500 | $25,000 |
| Equity awards ($, grant-date FV) | $32,500 | $25,000 |
| Total director pay ($) | $56,000 | $50,000 |
| Committee service breakdown | Board $41,000; Audit $5,000; Nominating $5,000; Investment $5,000 | Board $40,000; Audit member $5,000; Nominating member $5,000 |
Performance Compensation
- Structure: Director equity is time-based RSU/option awards tied to service (not performance metrics). No director-specific TSR/financial KPIs disclosed for director pay .
- Hedging/Pledging: Company prohibits hedging, short sales, public options trading, margin accounts, and pledging of Company securities for directors, officers, employees .
| Equity Alignment Metrics | FY 2023 | FY 2024 |
|---|---|---|
| Equity awards ($, grant-date FV) | $32,500 | $25,000 |
| Options outstanding (year-end) | Not disclosed for Davis in 2023 table; service options outstanding generally noted for some directors | 2,000 options outstanding at year-end |
| Equity award terms | Mix of RSUs/options; service-based grants per meeting/committee roles |
Other Directorships & Interlocks
| Company | Role | Status |
|---|---|---|
| DIC Entertainment | Director | Prior service, not current public company directorship |
No other current public company directorships or disclosed interlocks (with competitors/suppliers/customers) for Davis in the proxy .
Expertise & Qualifications
- Corporate governance expertise (basis for selection to TOON Board) .
- Deep public-sector leadership and fiscal oversight background (Governor, Controller) .
- Legal expertise via Of Counsel role at Loeb & Loeb LLP .
- Academic/public policy engagement as Senior Fellow at UCLA School of Public Affairs .
Equity Ownership
| Metric | FY 2024 (Record Date: Mar 17, 2025) |
|---|---|
| Common shares held | 58,398 |
| Options exercisable within 60 days | 2,000 |
| Total beneficial ownership (shares) | 60,398 |
| Percent of class | <1% |
| Shares outstanding | 47,784,964 |
No pledging disclosed; company policy prohibits pledging and hedging .
Insider Trades and Compliance
| Year | Item | Disclosure |
|---|---|---|
| 2023 | Section 16 compliance | One Form 4 covering three transactions filed late for Davis (and certain other directors) |
| 2024 | Section 16 compliance | Late Form 4s noted for Thomopoulos and Parisi; Davis not cited in 2025 proxy |
Governance Assessment
- Positives:
- Independent director with significant governance and fiscal oversight experience; active on Audit, Nominating, and Investment Committees .
- Attendance threshold met; Board and committee participation consistent with expectations .
- Director pay levels modest; clear fee structure; equity grants maintain alignment without performance re-pricing concerns .
- Company prohibits hedging/pledging, strengthening alignment safeguards .
- Watch items / RED FLAGS:
- Prior late Section 16 filings in 2023 for Davis indicate administrative slippage; monitor for recurrence .
- No disclosed performance-based metrics tied to director equity; alignment relies on service-based grants .
- Conflicts/related-party exposure:
- No related-party transactions disclosed involving Davis; YFE-related items tied to former director Stefan Piëch; CEO-related agreements disclosed separately .
Overall, Davis brings seasoned governance, legal, and public finance expertise, with active committee engagement and independent status; pay and ownership are modest and service-aligned, with limited conflict signals, though prior late filings warrant ongoing compliance monitoring .