James A. Dvorak
About James A. Dvorak
James A. Dvorak, age 55, is an independent director of Wilhelmina International, Inc. (WHLM) who has served on the Board since 2011. His background spans senior investment roles, management consulting, and operating finance, including Senior Vice President – Investments at Hallmark Financial Services, prior roles at Newcastle Capital Management, Falcon Fund Management, Fagan Capital, Koch Industries, and Booz Allen & Hamilton. The Board cites his expertise in strategic planning, business development, and financial/operational analysis as qualifications for service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hallmark Financial Services, Inc. | Senior Vice President – Investments | Since 2017 | Specialty P&C insurance experience |
| Newcastle Capital Management, L.P. | Investment professional; Managing Director; Vice President | 2008–Mar 2020 (MD 2012–2020; VP 2008–2012) | Affiliated with firm that is GP of large WHLM shareholder Newcastle Partners |
| Falcon Fund Management (Dallas) | Investment professional | 2006–2007 | Public/private investing |
| Fagan Capital (Irving, TX) | Investment professional | 1999–2006 | Public/private investing |
| Koch Industries | CFO of a business unit; Board member of a Koch affiliate | Prior (years not specified) | Operating finance, board governance at affiliate |
| Booz Allen & Hamilton | Management consultant | Prior (years not specified) | Strategy/operations advisory |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Hallmark Financial Services, Inc. | SVP – Investments | Public | Not disclosed as a Hallmark director; WHLM directors Schwarz (Chair) and Pape are on Hallmark’s board, indicating network ties |
Board Governance
- Independence: The Board determined all incumbent directors except Executive Chairman Mark E. Schwarz are independent under Nasdaq standards; Dvorak is independent .
- Board attendance: The Board met four times in 2024; each director attended at least 75% of Board and applicable committee meetings. Dvorak was one of the only two incumbent directors present at the 2024 Annual Meeting (with Schwarz) .
- Leadership structure: No lead independent director; Schwarz serves as Executive Chairman and interim PEO pending new CEO .
- Committees and activity:
- Audit Committee: Member; committee met six times in 2024. Chair is Mark E. Pape; all members independent; Pape designated “audit committee financial expert” .
- Compensation Committee: Member; committee met one time during fiscal 2023 and also acted by unanimous written consent; Chair is Mark E. Pape .
- Nominating Committee: Member; newly formed; initial members are Pape and Dvorak; did not meet in 2024 .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | Policy Details |
|---|---|---|---|
| Annual retainer (cash) | $29,000 | $29,500 | Standard non-employee director may elect $28,000 cash or options for 100,000 shares; committee member retainer $1,000; committee chair retainer $2,500 |
| Equity grant election | Cash-only | Cash-only | All non-employee directors elected cash in 2023 and 2024 |
Performance Compensation
- No director performance-based metrics, PSUs, or disclosed performance targets for Dvorak; WHLM’s non-employee director program allows an option alternative (100,000 shares at market strike) but Dvorak elected cash only in 2023 and 2024 .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Dvorak .
- Interlocks/network ties:
- Hallmark Financial Services: Dvorak is SVP – Investments at Hallmark; WHLM Executive Chairman Mark E. Schwarz serves as Chairman of Hallmark’s board; WHLM director Mark E. Pape is also a director at Hallmark . This creates information-flow and influence interlocks across WHLM and Hallmark.
Expertise & Qualifications
- Strategic planning, business development, financial and operational analysis; professional investor experience; operating finance (CFO) and management consulting background .
- Audit committee membership suggests financial literacy; not designated as the Board’s “financial expert” (that designation is held by Pape) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Vested/Unvested | Pledged/Hedged |
|---|---|---|---|---|
| James A. Dvorak | 0 (none reported) | 0%* | Not disclosed | Not disclosed |
*Percent derived from “none reported”; WHLM outstanding shares at record date were 4,919,844 in 2025 .
Governance Assessment
- Strengths: Independent status; broad finance/investment/consulting background; active committee service (Audit, Compensation, Nominating); satisfactory attendance; engagement evidenced by presence at the 2024 Annual Meeting .
- Alignment concerns: Zero reported beneficial ownership and cash-only director compensation (no equity elected) reduce economic alignment with common shareholders .
- Potential conflicts/related-party exposure: Material related-party arrangement with Newcastle Capital Management (NCM), controlled by Schwarz (use of facilities/services, $2,500/month; $30,000 in 2024), alongside Dvorak’s prior long tenure at NCM and network ties via Hallmark may create perceived influence channels. Audit Committee reviews related party transactions, and related directors are recused, but investor sensitivity may remain .
- Board structure risk: No lead independent director; Executive Chairman is interim PEO; concentrated ownership by Newcastle LP (49.4%) and other large holders. Reverse/forward split proposal could increase relative ownership percentages of holders >1,000 shares (including Schwarz) and may influence governance dynamics if executed as described .
RED FLAGS
- Cash-only director pay and zero share ownership by Dvorak (no equity elected, no holdings reported) .
- Related-party services arrangement with NCM (controlled by Executive Chairman/major shareholder) .
- Absence of a lead independent director; Executive Chairman serving as interim principal executive officer .
- Network interlocks with Hallmark (Schwarz Chair; Pape director; Dvorak executive), increasing potential for aligned voting blocs and information flow outside formal processes .
Notes on Board Activity (for context)
| Item | 2023 | 2024 |
|---|---|---|
| Board meetings | 4; two former directors had sub-75% attendance (Mehr 50%, Coleman 60%) | 4; all directors ≥75% attendance; only Schwarz and Dvorak attended 2024 Annual Meeting |
| Audit Committee meetings | 6 | 6 |
| Compensation Committee meetings | 1 (plus written consents) | Prior year disclosed; 2024 activity not detailed; Nominating Committee did not meet |
Related Party Transactions (company context)
- Services agreement: WHLM headquarters in NCM offices; NCM provides facilities/support services on a month-to-month basis at $2,500/month; $30,000 paid in 2024 and in 2023 .
- Governance process: Audit Committee reviews/approves related party transactions; related persons recused from votes .
Ownership Concentration (company context)
| Beneficial Owner | Shares | % of Class |
|---|---|---|
| Newcastle Partners, L.P. (and related entities/Schwarz) | 2,430,725 | 49.4% |
| Warren G. Lichtenstein | 1,580,477 | 32.1% |
| Waterfield Holdings, LLC / J. Randall Waterfield | 270,151 | 5.5% |
These concentrations, alongside the reverse/forward split mechanics, are relevant for assessing board effectiveness and independence, given potential voting dynamics and control .
References: All facts and figures are sourced from WHLM’s DEF 14A proxy statements dated April 29, 2025 and April 26, 2024: director biography, committees, independence, attendance, compensation tables, ownership, and related-party disclosures .