Mark E. Pape
About Mark E. Pape
Independent director at Wilhelmina International, Inc. (WHLM), age 74, serving on the Board since 2011; designated the Audit Committee Financial Expert and determined independent under Nasdaq standards. He is a Texas-licensed CPA, began his career at KPMG, and has deep finance and insurance sector experience including multiple CFO roles; currently CFO of Factory Intelligent Solutions, LLP (parent of LossExpress). He holds no beneficial ownership of WHLM stock, and directors/officers have not pledged any shares.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Factory Intelligent Solutions, LLP (LossExpress) | Chief Financial Officer | Since Sep 2021 | Private company CFO; insurance claims software exposure |
| H2Options, Inc. | Chairman of the Board | Since 2009 | Water conservation design/installation leadership |
| U.S. Rain Group, Inc. | Chairman of the Board | Since 2013 | Private equity in water conservation; acquired H2Options in 2013 |
| Oryon Technologies, Inc. | Chief Financial Officer; Director | CFO 2010–2014; Director May 2012–Jan 2014 | Lighting technology; governance experience |
| Tatum LLC | Partner | 2008–2009 | Executive services; interim leadership |
| Affirmative Insurance Holdings, Inc. | EVP & Chief Financial Officer; Director and Audit Committee member | CFO 2005–2007; Director/Audit Committee 2004–2005 | Non-standard auto insurance; audit oversight |
| HomeVestors of America, Inc. | Chief Financial Officer | 2005 | Franchisor; finance leadership |
| R.E. Technologies, Inc. | President & CEO | 2002–2005 | Housing industry software; operating leadership |
| LoanCity.com | SVP & Chief Financial Officer | 1999–2001 | Mortgage bank; startup/e-commerce finance |
| Torchmark Corporation | VP – Planning | 1998–1999 | Life/health insurance planning |
| United Dental Care, Inc. | SVP & Chief Financial Officer | 1995–1997 | Dental benefits insurer |
| American Income Holding, Inc. | EVP & Chief Financial Officer | 1991–1994 | Life insurance CFO |
| First City National Bank; Merrill Lynch; First Boston; Bear Stearns | Investment Banking | 1979–1991 | Capital markets background |
| KPMG LLP | Auditor | Began 1974 | CPA foundation; audit credentials |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Hallmark Financial Services, Inc. | Director | Current | Specialty P&C insurer; public company directorship |
| Factory Intelligent Solutions, LLP | Chief Financial Officer | Current | Parent of LossExpress; private |
| H2Options, Inc. | Chairman | Current | Water conservation operations |
| U.S. Rain Group, Inc. | Chairman | Current | Private equity; acquired H2Options |
Board Governance
- Independence: The Board determined all incumbent directors except Executive Chairman Mark Schwarz are independent; Pape is independent.
- Committee leadership: Chair of Audit Committee and Chair of Compensation Committee; member of Nominating Committee.
- Audit Committee financial expert: Board designated Pape as the “audit committee financial expert” under SEC rules.
- Attendance: In 2024, the Board met four times; each director attended at least 75% of Board and committee meetings on which they served.
- Committee activity: Audit Committee met six times in 2024; Compensation Committee met one time during fiscal 2023 and also acted by unanimous written consent; Nominating Committee did not meet in 2024.
- Board leadership: Company has no Lead Independent Director; Executive Chairman currently serves as principal executive officer on an interim basis.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors, elective vs. options) | $28,000 | Directors may elect cash or options to purchase 100,000 shares at the closing price on date of grant, or a combination; in 2024 all elected cash. |
| Committee Chair retainer (Audit; Compensation) | $2,500 each | Additional annual cash retainer per chair role. |
| Committee membership retainer | $1,000 each | Additional annual cash retainer per committee membership. |
| Director | Fees Earned in Cash ($) | Total ($) |
|---|---|---|
| Mark E. Pape | 29,500 | 32,500 |
Performance Compensation
- In 2024, no equity elected by non-employee directors; therefore no RSUs/PSUs/options granted to directors, and no performance metrics tied to director compensation were disclosed.
- Outstanding director equity awards not presented; standard disclosure notes the elective option program but none were taken in 2024.
Other Directorships & Interlocks
| Company | Relationship | Interlock Detail |
|---|---|---|
| Hallmark Financial Services, Inc. | Pape: Director | James A. Dvorak (WHLM director) is Senior Vice President – Investments at Hallmark, creating an information-flow interlock across WHLM and Hallmark. |
Expertise & Qualifications
- CPA licensed in Texas; began as auditor with KPMG.
- Extensive CFO and operating executive experience across insurance, financial services, and technology.
- Designated Audit Committee Financial Expert by the WHLM Board.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Mark E. Pape | 0 (none disclosed) | 0% (none disclosed) | Directors/executives have not pledged any beneficially owned shares. |
Governance Assessment
- Strengths: Independent director with deep finance and audit credentials; serves as chair of both Audit and Compensation committees; designated audit financial expert; Audit Committee met six times in 2024, indicating active oversight.
- Alignment concern: Elected 100% cash compensation in 2024 with no equity, and holds no WHLM stock; reduces “skin-in-the-game” alignment versus equity-based retainers.
- Interlock consideration: Board-level linkage to Hallmark where Pape is a director and WHLM director Dvorak is a senior executive; monitor for potential conflicts or related-party exposures (none disclosed involving Pape).
- Attendance: Met the ≥75% attendance threshold; satisfactory but not exemplary detail provided.
- Related party transactions: Company pays $2,500/month to Newcastle Capital Management (affiliated with Executive Chairman Schwarz) for HQ services; no Pape-related transactions disclosed.
- Compliance: Section 16(a) reporting noted some late filings by certain entities; no late filings attributed to Pape.