James Clements
About James P. Clements
James P. Clements, age 61, is an independent Class I director of UHG (director since 2023) and President & CEO of Clemson University. He holds a B.S. in Computer Science, an M.S. and Ph.D. in Operations Analysis (UMBC), and an M.S. in Computer Science (Johns Hopkins), with prior service as President of West Virginia University and senior academic leadership at Towson University; his core credentials include leadership, strategic planning, project management, computer science, and information technology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clemson University | President & CEO | Dec 2013–present | Chief Fundraising Officer of Clemson University Foundation |
| West Virginia University | President | Jun 2009–Dec 2013 | Led a major public university |
| Towson University | Provost & VP Academic Affairs; VP Economic Development & Community Outreach; Robert W. Deutsch Distinguished Professor of IT | — | Senior leadership and IT scholarship |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Community Banks, Inc. (NYSE: UCB) | Director | Current | — |
| American Council on Education | Director | Current | — |
| Council of Competitiveness | Executive Committee | Current | Executive committee membership |
| Association of Governing Boards | Council of Presidents | Current | — |
| Special Olympics International | Board of Directors | Current | — |
| Association of Public & Land-Grant Universities (APLU) | Chair of the Board | Prior | — |
Board Governance
- Independence: Board determined Clements is independent under Nasdaq rules; independence specifically assessed given Clemson ties (Amb. Haley trustee; Mr. Nieri donations) and deemed not impaired .
- Committees: Member, Compensation Committee (chair: Alan Levine); Member, Nominating & Corporate Governance Committee (chair: Robert Dozier) .
- Attendance: Board held 7 meetings in 2024; each incumbent director attended ≥75% of aggregate board+committee meetings. Directors were encouraged to attend the annual meeting; all attended except Messrs. Bayles and Grove (Clements attended) .
- Board leadership and oversight: Lead Independent Director is Jason Enoch; audit committee oversees cybersecurity risk with regular management reporting .
- Controlled company risk: Dual class structure with ~79% voting power via Class B held by Michael Nieri and family trusts; UHG currently does not rely on Nasdaq controlled company exemptions but may elect them in future .
Fixed Compensation
- Structure: Annual cash retainer $75,000; committee membership fee $6,000 each ($10,000 for Related Party Transactions Committee); chair fees: $12,000 (Nominating, Compensation), $15,000 (Audit), $20,000 (Related Party Transactions); Lead Independent Director fee $30,000. Directors may also receive equity awards; employee-directors do not receive director pay .
| Director | Fees Earned (Cash) | Stock Awards | Option Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|---|
| James Clements | $87,000 | $0 | $124,100 | $211,100 |
Notes:
- Clements’ cash fees are consistent with one base retainer plus two committee memberships (Compensation; Nominating & Corporate Governance) .
Performance Compensation
- Director performance metrics: Proxy does not disclose any performance metrics (e.g., TSR, revenue, ESG) tied to non‑employee director compensation; director equity is discretionary and not performance-linked .
| Component | Metric Target(s) | Measurement Period | Payout Curve/Conditions | Disclosed? |
|---|---|---|---|---|
| Non‑employee director equity/option grants | None disclosed | — | — | No |
Other Directorships & Interlocks
- Public company directorships: United Community Banks, Inc. (UCB) .
- Interlock considerations: Board reviewed Clemson ties (Haley trustee; Nieri donations) and concluded no impairment of Clements’ independence .
- Related-party transactions: No UHG related-party transactions disclosed involving Clements, aside from his participation as a lock‑up investor purchasing 20,000 Class A shares on March 23, 2023 ($161,320 total), alongside other insiders and trusts during the SPAC business combination process .
Expertise & Qualifications
- Technical and governance expertise: Leadership, strategic planning, project management, computer science, and information technology; extensive experience leading large, complex institutions .
- Board qualifications: Independent director; active on Compensation and Nominating & Corporate Governance committees .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Class B Shares Beneficially Owned | % of Class B |
|---|---|---|---|---|
| James P. Clements | 82,942 | <1% | — | — |
- Pledging/Hedging: Insider trading policy prohibits directors from hedging and pledging company stock, and from margin purchases/borrowing against company securities .
- Ownership guidelines: No director stock ownership guidelines are discussed in the proxy; not disclosed .
Governance Assessment
- Committee effectiveness: Service on Compensation and Nominating & Corporate Governance committees positions Clements to influence executive pay design and board composition; the Compensation Committee engaged independent consultant WealthPoint in 2024 (no other services) and met twice, which supports process integrity though meeting frequency is modest for a growth-stage issuer .
- Independence and conflicts: Independence affirmed despite Clemson ties and Nieri donations; no related‑party transactions involving Clements beyond a de minimis lock‑up share purchase during the business combination, which aligns him with shareholder outcomes rather than creating operating conflicts .
- Attendance and engagement: ≥75% aggregate attendance threshold met; 2024 annual meeting attendance confirmed. Nominating & Corporate Governance conducted business by unanimous written consent (no physical meetings), which is efficient but may limit in‑meeting deliberation optics; however, board-wide meeting cadence (seven in 2024) is reasonable .
- Alignment and incentives: Clements’ direct ownership (82,942 shares) and receipt of option awards ($124,100 fair value) provide equity alignment; absence of performance conditions for director equity is typical but reduces explicit pay-for-performance linkage at the board level .
- Structural risk: UHG’s controlled company status and concentrated voting power at Nieri family trusts create governance overhangs for minority investors; current policy is not to rely on exemptions, partially mitigating concerns, but discretion remains to adopt exemptions later .