James Micali
About James Micali
James Micali (age 77) has served on Urgent.ly’s board since October 2017 and is the Chairman of the Board. He is independent under Nasdaq rules and brings extensive automotive and governance experience: former Chairman and President of Michelin North America (1996–2008), prior General Counsel and EVP Legal & Finance at Michelin (1977–1996), Principal of Micali Advisory Services since 2008, and a member/limited partner of Azalea Fund III (since 2008) and Azalea Fund IV (since 2014). He holds a B.A. from Lake Forest College and a J.D. from Boston College Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Michelin North America, Inc. | Chairman & President | 1996–2008 | Led organization; post‑retirement consultant in 2009 |
| Michelin North America, Inc. | General Counsel; EVP Legal & Finance | 1977–1996 | Legal and financial leadership |
| Micali Advisory Services | Principal | Oct 2008–Present | Advisory practice |
| Azalea Fund III (Azalea Capital LLC) | Member & Limited Partner | Since 2008 | Private equity involvement |
| Azalea Fund IV (Azalea Capital LLC) | Member & Limited Partner | Since 2014 | Private equity involvement |
| South Carolina Ports Authority | Director (prior) | n/d | Board service |
| South Carolina Chamber of Commerce | Chair (prior) | n/d | Governance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Tire Distributors, Inc. (private) | Director | Current | Board member |
| Sonoco Products Company (public) | Director | 2003–June 2022 | Served on Audit and Nominating & Governance Committees |
| SCANA Corporation | Director (prior) | n/d | Board service |
| Lafarge North America | Director (prior) | n/d | Board service |
| Ritchie Bros. Auctioneers | Director (prior) | n/d | Board service |
Board Governance
- Roles: Chairman of the Board; member—Audit; member—Compensation; Chair—Nominating & Corporate Governance .
- Independence: Board determined Micali is independent (six of seven directors independent) .
- Attendance: In 2024, the board held 8 meetings; each director attended at least 75% of board and relevant committee meetings; all directors attended the 2024 annual meeting .
- Committee activity: 2024 meetings—Audit (5), Compensation (3), Nominating & Corporate Governance (3) .
Fixed Compensation
| Component | Policy Rate (Outside Director Compensation) | Notes |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | Paid quarterly in arrears |
| Board Chair or Lead Independent premium (cash) | $20,000 | In addition to board retainer |
| Audit Committee Chair (cash) | $20,000 | Chair receives chair fee only (not member fee) |
| Audit Committee Member (cash) | $10,000 | If not chair |
| Compensation Committee Chair (cash) | $12,000 | Chair receives chair fee only |
| Compensation Committee Member (cash) | $6,000 | If not chair |
| Nominating & Governance Chair (cash) | $10,000 | Chair receives chair fee only |
| Nominating & Governance Member (cash) | $5,000 | If not chair |
| Annual Compensation Cap | $750,000; $1,000,000 in initial year | Cash + equity grant-date fair value (GAAP) |
| Director | FY2024 Fees Paid/Earned (Cash) | FY2024 Stock Awards (Grant-date FV) | Total |
|---|---|---|---|
| James Micali | $86,000 | $129,124.40 | $215,124.40 |
Performance Compensation
| Equity Award Type | Grant Date | Shares | Vesting | Notes |
|---|---|---|---|---|
| Effective Date RSU Award | 10/19/2023 | 787 | 3 equal annual installments beginning 10/19/2024; remaining 2 equal installments beginning 10/19/2025, subject to service | Granted at direct listing effective date |
| Annual RSU Award (FY2024) | 6/26/2024 | 6,443 | Vested on 6/26/2025, subject to service | Pre‑Jan 23, 2025 policy used $150k value; post‑A&R policy fixed at 833 shares per annual grant |
- Change-in-control treatment: Outside directors’ outstanding awards fully vest upon a “change in control,” subject to continued service through the date of the event .
- Director equity grant sizing change: Effective Jan 23, 2025, initial awards fixed at 1,666 RSUs; annual awards fixed at 833 RSUs (previously sized by 30‑day VWAP value) .
- Clawback policy: Compensation Committee is responsible for approving or recommending creation/revision of any clawback policy (policy details not disclosed in proxy) .
- Performance metrics tied to director compensation: None disclosed in the proxy for outside directors .
Other Directorships & Interlocks
| Relationship | Detail | Potential Conflict Consideration |
|---|---|---|
| American Tire Distributors Holdings, Inc. (ATD) | ATD purchased $200,000 of ULY’s 2023 convertible notes; ATD is party to Investors’ Rights Agreement | Micali serves on ATD’s board; the Audit Committee reviews related party transactions—recusal practices not disclosed. Flag for monitoring of approvals and independence safeguards |
| BMW iVentures; Enterprise Holdings Ventures | Significant commercial revenue: $28.5M (BMW) and $40.3M (Enterprise) in 2023; both >5% holders in 2023 | No direct link to Micali disclosed; related party policies and Audit Committee oversight in place |
Expertise & Qualifications
- Automotive operations and leadership (Chairman/President, Michelin NA) .
- Legal and finance expertise (General Counsel and EVP Legal & Finance, Michelin) .
- Corporate governance experience across public and private boards; committee experience (audit; nominating & governance) .
- Independent director; current Board Chair; active committee leadership (Chair—Nominating & Corporate Governance) .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Nov 6, 2025 | 7,229 | <1% | Held of record by Mr. Micali; company had 2,180,417 shares outstanding |
| Outstanding Director Equity (12/31/2024) | Grant Date | Shares | Vesting Status |
|---|---|---|---|
| RSU—Effective Date Award | 10/19/2023 | 787 | Remaining vests in two equal annual installments beginning 10/19/2025, subject to service |
| RSU—Annual Award (FY2024) | 6/26/2024 | 6,443 | Vested 6/26/2025, subject to service |
- Hedging and pledging: Company policy prohibits hedging, short sales, derivatives on ULY stock, holding in margin accounts, and pledging as collateral .
- Section 16 compliance: All directors/officers complied in FY2024, except one late Form 4 for another director (no issues cited for Micali) .
- Stock ownership guidelines: Not disclosed for directors in this proxy .
Governance Assessment
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Strengths
- Independent Board Chair with deep automotive and governance experience; active leadership as Chair of Nominating & Corporate Governance and member of Audit and Compensation committees .
- Attendance met minimum thresholds; full director attendance at the 2024 annual meeting supports engagement .
- Director compensation policy vetted with Pearl Meyer; standardized post‑Jan 23, 2025 fixed-share RSU grants, clear cash fee schedule, and explicit change‑in‑control treatment; annual compensation caps in place .
- Robust insider trading policies prohibiting hedging/pledging; Audit Committee oversight of related party transactions .
-
Risk Indicators and RED FLAGS
- Interlock exposure: Micali serves on ATD’s board while ULY had financing transactions with ATD in 2023 and rights agreement participation. While the Audit Committee oversees related party transactions, monitor recusal and approval safeguards to mitigate perceived conflicts .
- Listing compliance headwinds: Nasdaq non‑compliance notices in March and September 2025 and reliance on a 1‑for‑12 reverse stock split to regain bid‑price compliance—signals governance and capital structure stress during Micali’s board leadership. Continued oversight of compliance plans is critical for investor confidence .
- Compensation structure: Director equity awards are time‑based RSUs without disclosed performance metrics, limiting pay‑for‑performance alignment for directors (common practice, but worth noting for pay governance purists) .
-
Observations
- FY2024 director pay for Micali comprised $86,000 cash and $129,124 in RSU grant‑date value; equity grants are subject to service‑based vesting and accelerate upon change‑in‑control, which may reduce retention risk but can be scrutinized for alignment in stressed scenarios .
- Beneficial ownership of 7,229 shares and outstanding RSUs indicate meaningful equity exposure, within a framework that forbids hedging/pledging, supporting alignment .