James G. Reynolds
About James G. Reynolds
James G. Reynolds (age 57) is an independent director of XBP, serving since November 2023. He is a CPA with a B.S. in Accounting from Michigan State University and previously served as CFO of Exela Technologies (2017–2020) and a director of Exela through March 2025, with earlier senior roles at SourceHOV, HGM, HOV Services, Lason, and PwC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exela Technologies, Inc. (ETI) | Chief Financial Officer | Jul 2017 – Jun 2020 | Led post-merger finance after Novitex/SourceHOV business combination |
| Exela Technologies, Inc. (ETI) | Director | Jul 2017 – Mar 2025 | Board oversight during restructuring period |
| SourceHOV | Co‑Chairman | 2014 – 2017 | Governance through combination into ETI |
| Handson Global Management (HGM) | COO & Partner | Not disclosed | Operations/PE governance experience |
| HOV Services, LLC | Chief Financial Officer | 2007 – 2011 | Finance leadership |
| Lason Inc. | VP & Corporate Controller | 2001 – 2006 | Corporate controllership |
| PwC | Senior Manager, Business Advisory | 1990 – 2001 | Audit/advisory; foundation for audit committee expertise |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| BPA Group (Exela Technologies BPA, LLC and subs.) | Director | Current | Also serves on BPA board while XBP acquired the BPA Group on July 3, 2025 (potential interlock) |
| Exela Technologies, Inc. | Director | Jul 2017 – Mar 2025 | Historical public company directorship |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member; Nominating & Corporate Governance Committee Chair .
- Audit Committee “financial expert”: Board has determined Reynolds qualifies under SEC rules; all three audit members are independent and financially literate .
- Independence: Board determined all directors other than Par S. Chadha and Andrej Jonovic are independent under Nasdaq rules; Reynolds is independent and qualifies for audit committee independence .
- Attendance: In FY 2024 the Board met 5 times; Audit/Comp/Nominating met 5/2/1 times; each director attended at least 75% of Board and committee meetings on which he served .
- Tenure/class: Class II director; up for election at 2025 annual meeting; if Proposal 3C passes (de-stagger), term becomes one year .
- Upcoming governance changes: Post-Restructuring, board size to increase to 7 with four creditor‑designated nominees; a Lead Independent Director will be selected from independent directors .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Non‑employee director cash retainer approved for 2024 |
| Audit Committee Chair fee | $20,000 | Annual chair fee |
| Compensation Committee member fee | $5,000 | Annual member fee |
| Nominating & Corporate Governance Chair fee | $8,000 | Annual chair fee |
| Expected annual cash total (based on roles) | $93,000 | Sum of retainer + chair/member fees, given current assignments |
Performance Compensation
| Component | Value/Terms | Grant details |
|---|---|---|
| Annual equity award | $140,000 (anticipated) | Equity for non‑employee directors, “subject to” stockholder adoption of the 2024 Stock Incentive Plan; specific grant dates/units and vesting not disclosed in proxy |
No director‑level performance metrics, vesting schedules, options, or PSU/RSU performance conditions are disclosed for Reynolds in the 2025 proxy. If granted, equity is part of the standard director package rather than tied to operating targets .
Other Directorships & Interlocks
| Company | Nature | Potential Interlock/Conflict |
|---|---|---|
| BPA Group | XBP acquired BPA Group; Reynolds sits on BPA board | Board interlock with a major transaction counterparty (XBP’s acquisition), creating heightened related‑party oversight needs |
| Exela Technologies, Inc. (ETI) | Former CFO and director; ETI and affiliates integral to XBP Restructuring | Directors (including Reynolds) hold stock in ETI and XBP; ETI expected to hold 15.9%–27.9% post‑Restructuring; ETI affiliates designated Reynolds to continue on XBP board |
Expertise & Qualifications
- Financial reporting and audit oversight (CPA; PwC; CFO roles), designated “audit committee financial expert” .
- Deep BPO/transaction processing domain experience via SourceHOV/HOV/Lason; private equity operating leadership at HGM .
- Capital markets and restructuring experience through ETI combination and subsequent restructuring processes .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class |
|---|---|---|
| James G. Reynolds | 184,857 | <1% (denoted “*” in table) |
Beneficial ownership table as of June 12, 2025; the proxy notes that directors (as a group) hold ~10.5% and BTC held ~60.7% pre‑Restructuring, with no pledge/hedging disclosures for directors; specific director ownership guidelines and compliance status are not disclosed .
Governance Assessment
Positive signals
- Independent audit chair and SEC‑defined “financial expert” with extensive CFO/audit background, appropriate for XBP’s internal control and restructuring complexity .
- Nominating/Governance chair role suggests active leadership in board refresh and governance frameworks ahead of creditor‑driven reconstitution and lead independent director designation .
- Attendance threshold met (≥75%) amid a high‑frequency audit calendar (5 committee meetings), indicating engagement .
Risks and potential conflicts — RED FLAGS
- Transaction interlocks: Reynolds serves on BPA’s board while XBP acquired BPA Group; the proxy explicitly highlights related‑party dynamics and director interests, increasing conflict‑of‑interest and litigation scrutiny risk .
- ETI affiliation: Directors (including Reynolds) hold stock in ETI and XBP; ETI/affiliates will be a large post‑Restructuring holder and designated Reynolds to remain on the board—heightened need for recusals and robust related‑party policies .
- Related‑party transactions with entities affiliated with the Executive Chairman (e.g., Nventr LLC, HOV Services Ltd.) will fall under Audit Committee oversight led by Reynolds; this raises perception risk and requires strong, documented independence and pre‑approval processes .
- Control transition and board reconstitution: Four creditor‑designated directors and a new lead independent director alongside management/ETI‑affiliated directors can strain independence optics; careful committee composition and executive‑session practices will matter .
Attendance, independence, and engagement
- Independence: Affirmed under Nasdaq and SEC rules; qualifies for audit committee independence .
- Attendance: Meets ≥75% threshold for Board/committee meetings in FY 2024 .
- Executive sessions: Non‑management directors meet in executive session after scheduled Board meetings .
Compensation structure implications
- Mix skews to cash + time‑based equity typical for directors; no disclosed performance conditions. Year‑over‑year comparisons not available; the 2024 package was set using an independent consultant. Equity levels and any deferral/holding requirements are not specified in the proxy .
- As Audit and Nominating chair and Compensation member, Reynolds’ expected cash fees total ~$93k plus the standard $140k equity award (subject to the plan), aligning pay with committee workload .
Related‑party and restructuring context
- The proxy emphasizes director and officer interests in the Restructuring, including releases, ETI ownership outcomes, and creditor designations. The Audit Committee (chaired by Reynolds) is charged with oversight of related‑party transactions and auditor independence—key mitigants if rigorously applied .
Net takeaway: Reynolds brings strong audit and finance oversight at a time of material governance, control, and restructuring risk. The concentration of interlocks and related‑party dynamics elevates the bar for transparent recusals, independent committee processes, and robust documentation to sustain investor confidence .