Thomas Williams

About Thomas Williams

Thomas C. Williams, 65, is an independent director of Upexi, Inc., serving on the board since January 2021. He has 40+ years of experience in the insurance industry, with specialization in securitization of illiquid insurance assets and capital markets training at Smith Barney; he also completed corporate governance training at Northwestern’s Kellogg Business School in 2013 . Williams currently holds officer/director roles in several Ireland-based insurance holding companies and serves on the Risk Committee of a large Bermuda captive (Wyndham) .

Past Roles

External Roles

Board Governance

• Independence: The board determined Williams is independent under Nasdaq rules; current independent directors are Gene Salkind, Lawrence Dugan, and Thomas Williams .
• Committee assignments: Williams serves on all three standing committees—Audit, Compensation, and Nominating & Governance; he chairs the Nominating & Governance Committee .
• Board/committee activity and attendance: The board met five times in FY2024; all directors attended all meetings except one meeting where four of five directors were able to attend. Audit met five times (FY2024); Compensation met two times (FY2024) and three times (FY2023); Nominating & Governance met twice in FY2024 and FY2023 .
• Leadership structure: CEO Allan Marshall is also Chairman; independent directors retain robust access to management and advisors, and committees are entirely independent .

Fixed Compensation

• Director fee policy: $5,000 per quarterly board meeting; Committee chair fees $5,000–$7,000 per year .
• FY2024 actual (non-employee directors):

Performance Compensation

• No performance-conditioned director equity awards (no RSUs/PSUs with metrics) were disclosed for FY2024; compensation for non-employee directors was cash-only in FY2024 .
• Company’s equity plan was expanded in 2025 (see Governance Assessment for dilution context) .

Other Directorships & Interlocks

Potential interlock signal: Williams’ long tenure on GEE Group’s board overlaps with UPXI CFO’s prior executive service there (2013–2018), which can raise perceived independence questions despite the board’s independence determination for Williams .

Expertise & Qualifications

• Insurance securitization, risk management, and EU/Offshore markets governance experience .
• Capital markets training (Smith Barney) and corporate governance program (Kellogg, 2013) .
• Serves on Audit Committee but not designated as the audit committee financial expert (that role is held by Dugan) .

Equity Ownership

• Beneficial ownership snapshots:

• Outstanding option awards (as of June 30, 2024):

Note: Beneficial ownership footnotes reflect 25,000 options exercisable within 60 days as of April 11, 2025 and June 20, 2025, which may reflect grants or changes after June 30, 2024 .

• Pledging/hedging: The company has not adopted a hedging policy for officers/directors; no specific pledging by Williams is disclosed in the 2025 proxy .

Governance Assessment

• Strengths and board effectiveness:

  • Independent director with multi-committee service and Chair of Nominating & Governance—direct influence on board composition, evaluations, and governance policy .
  • Deep risk/insurance background and governance training, potentially additive to audit and risk oversight .
  • Section 16 compliance: no late filings noted for Williams in FY2025; several others had late filings, but Williams not listed—positive personal compliance signal .

• Alignment and incentives:

  • Director pay for Williams is cash-only in FY2024 ($25,000) with no equity awards in that year; equity exposure comes via legacy options; ownership is de minimis (<1%/0.07%), suggesting limited direct alignment through stock ownership .
  • Company policy pays per-meeting and chair fees (modest), which may incentivize service without materially increasing equity alignment at the director level .

• Potential conflicts/interlocks:

  • Shared prior affiliation with UPXI’s CFO (GEE Group overlap) may be viewed as a soft interlock; board still deems Williams independent, but investors may monitor for related-party or favoritism risks in areas under Compensation and Nominating oversight .

• Company-level governance and dilution context (board oversight relevance):

  • Equity plan share pool expansion approved/advanced in 2025 (from 500,000 to 10,000,000 shares at the annual meeting; subsequent special meeting sought increase to 25,000,000 shares in plan documents)—substantial potential dilution; as a Compensation Committee member and Nominating Chair, Williams is proximate to the governance/compensation framework that shapes these grants .
  • $500,000,000 equity line of credit proposal under Nasdaq 5635(d) implies potential issuance >20% and estimated ~146% dilution if fully drawn at cited market prices; underscores capital strategy risks and underscores importance of robust independent oversight by the board and its committees .
  • Company lacks a hedging policy for insiders; while not an individual violation, this is a governance policy gap that can weaken alignment optics if hedging were to occur .

• Related-party exposure:

  • Audit Committee reviews and must approve related-person transactions; 2025 proxy describes the policy but does not disclose any Williams-related transactions—no specific related-party exposure disclosed for him in the period reviewed .

RED FLAGS to monitor: Very large potential dilution from equity plan expansions and equity line proposal ; no hedging policy adopted ; and prior affiliation interlock with the CFO at a former company (perception risk) .