Aimee J. Nelson

About Aimee J. Nelson

Independent director of Wilhelmina International (WHLM) since June 2022, serving on the Audit and Compensation Committees. Background spans finance and strategic consulting (AJAY Ventures), prior bank leadership (Managing Director at Fifth Third Bank), and CFO experience; she also previously served as a director and Audit Committee Chair at LuxUrban Hotels (LUXH). No education or age disclosures were found in WHLM’s filings; tenure at WHLM is since June 2022 .

Past Roles

External Roles

Board Governance

• Committee assignments (WHLM): Audit Committee member; Compensation Committee member; both committees comprised of independent directors under Nasdaq rules; Audit Committee chair is Mark E. Pape and he is the designated audit committee financial expert .
• Meeting cadence and engagement: Audit Committee met 6 times in FY2024; Compensation Committee met once (additional actions by unanimous written consent); Nominating Committee did not meet in 2024; charters available on WHLM’s investor relations site .
• Independence: The Board determined Nelson is independent for Audit and Compensation Committee service under Nasdaq standards .

Fixed Compensation

• Director compensation details for WHLM were not disclosed in the returned proxy statement excerpts; no cash retainer, equity grant, or fee table was available in the retrieved WHLM documents. Skipping due to non-disclosure in the tool results .

Performance Compensation

• No performance-based director compensation metrics (e.g., TSR/EBITDA-linked PSUs) were disclosed for WHLM in the returned documents. Skipping due to non-disclosure in the tool results .

Other Directorships & Interlocks

Expertise & Qualifications

• Audit and financial oversight: Chaired LUXH Audit Committee; designated audit committee financial expert at LUXH; independent and financially literate audit member at WHLM .
• Corporate finance leadership: Prior CFO role and bank portfolio management indicate deep credit and financial analysis capability .
• Strategic and JV execution: Led joint venture formation at Wild Oats with Daymon; supports governance on strategic transactions .

Equity Ownership

• Beneficial ownership at WHLM: Aimee J. Nelson reported no beneficial ownership of WHLM common stock as of the 2024 and 2025 record dates; initial Form 3 also indicated no holdings .
• Pledging and hedging: WHLM disclosures indicate directors and executive officers have not pledged any of the shares beneficially owned by them (Nelson had none) .

Note: WHLM table reports “—” for Nelson; record-date shares outstanding: 5,157,344 (FY2024) and 4,919,844 (FY2025) for context .

Governance Assessment

• Strengths

  • Independent audit and compensation committee membership; audit committee met six times in 2024, indicating active oversight .
  • Demonstrated audit leadership and “financial expert” designation at LUXH; relevant to WHLM’s financial reporting and controls .
  • No pledging of company shares by directors; reduces alignment/credit risk concerns (Nelson had no holdings) .

• Watch items

  • Ownership alignment: Nelson reported no WHLM share ownership, which may weaken “skin-in-the-game” alignment versus best-practice guidelines many peers adopt .
  • Board control dynamics: WHLM’s largest holder (Mark E. Schwarz via Newcastle) controls ~49.4% and Steel Partners ~32.1%, which can concentrate influence and potentially limit independent director impact; ongoing monitoring of committee autonomy recommended .
  • External board turbulence: Nelson resigned from LUXH in Dec 2024 amid broad board changes; the company stated resignations were not due to disagreements, but this history warrants diligence on time commitments and conflict potential in future roles .

Notes on Related-Party Exposure and Conflicts

• WHLM proxy excerpts provided did not disclose any Nelson-specific related-party transactions; Audit Committee has responsibility for reviewing related person transactions per charter language .
• LUXH 8-K explicitly states board resignations (including Nelson’s) were not due to disagreements on operations, policies, or practices .

Attendance and Engagement Indicators (FY2024)

Summary Implications for Investors

• Nelson brings meaningful audit and finance expertise, reinforcing WHLM’s Audit Committee oversight; committee activity (six meetings) supports engagement. Independence is clearly affirmed .
• Zero share ownership at WHLM weakens alignment; in a company with concentrated control by a major holder, investor confidence hinges on committee rigor and transparent governance practices; continued monitoring of WHLM director compensation and equity ownership policies is advisable as disclosures become available .