James Fielding
About James Fielding
Independent director of Xcel Brands (XELB) since 2018; age 50. Former Global Head of Consumer Products for DreamWorks Animation and AwesomenessTV, CEO of Claire’s Stores, and President of Disney Stores Worldwide (May 2008–2012). Brings senior-level consumer retail and media/retail relationship expertise; the Board classifies him as independent under NASDAQ rules.
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Disney Stores Worldwide | President | May 2008–2012 | Led global retail operations |
| Claire’s Stores, Inc. | Chief Executive Officer | Not disclosed | Oversaw strategic growth and international development |
| DreamWorks Animation & AwesomenessTV | Global Head of Consumer Products | Not disclosed | Senior leadership; consumer products strategy and relationships |
External Roles
| Organization | Role | Tenure/Dates | Notes |
|---|---|---|---|
| None disclosed | — | — | The proxy does not list other current public company directorships for Fielding |
Board Governance
- Independence: The Board determined Fielding meets NASDAQ director independence requirements.
- Committee assignments: Compensation Committee member (with Mark DiSanto). Audit (Liebman, DiSanto, Weinswig) and Nominating (DiSanto, Liebman) do not include Fielding.
- Committee chair roles: Not specified for the Compensation Committee in the proxy excerpt.
- Attendance: In 2024, the Board held 3 meetings; Audit held 4; Nominating held 1; Compensation held 0. Each director attended at least 75% of the aggregate of Board and committee meetings on which they served.
- Leadership structure: CEO also serves as Chairman; no Lead Independent Director. Independent directors hold executive sessions without management.
Fixed Compensation (Non-Employee Director, FY2024)
Policy and individual compensation:
| Item | Amount/Terms |
|---|---|
| Meeting fees (policy) | $3,000 per Board/committee meeting attended; annual caps: $12,000 Board, $12,000 committees; committee chairs $4,000 per meeting (cap $16,000) |
| Cash fees paid (Fielding) | $3,000 |
| Stock awards (grant-date fair value) | $8,500 |
| Option awards (grant-date fair value) | $11,788 |
| Total FY2024 director compensation | $23,288 |
Performance Compensation (Structure and Award Terms)
- The 2021 Equity Incentive Plan permits stock options, restricted stock, RSUs, performance awards, and cash awards for directors and others. No director-specific performance metrics are disclosed; FY2024 director awards were time-based.
| Grant Date | Award Type | Quantity | Exercise/Strike | Vesting | Notes |
|---|---|---|---|---|---|
| Apr 3, 2024 | Restricted Stock | 1,000 shares | — | 50% on Apr 3, 2025; 50% on Apr 3, 2026; grantee may extend vesting to next Oct 3/Apr 3 | Grant-date fair value $8.50/share |
| Apr 3, 2024 | Stock Options | 2,500 options | $8.50 | 50% on Apr 3, 2025; 50% on Apr 3, 2026 | Standard terms under 2021 Plan |
| FY2024 (Plan tally) | RSUs Granted | 1,000 | — | As above | As shown in plan awards table |
| FY2024 (Plan tally) | Options Granted | 2,500 | $8.50 | As above | As shown in plan awards table |
No director cash bonuses, TSR/EBITDA metrics, or performance-based vesting disclosed for directors in FY2024.
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Note |
|---|---|---|---|
| None disclosed | — | — | The proxy does not identify current public company directorships for Fielding or interlocks. |
Expertise & Qualifications
- Consumer retail executive experience (Disney Stores, Claire’s) and media/retail relationships (DreamWorks/AwesomenessTV).
- Board’s rationale: “Extensive senior level experience in the consumer retail space, as well as strong relationships in the media and retail industries.”
Equity Ownership
As of the record date (total common shares outstanding: 4,806,776):
| Metric | Amount |
|---|---|
| Total beneficial ownership | 14,750 shares; less than 1% of outstanding |
| Common shares owned | 4,500 |
| Restricted shares | 1,500 |
| Options exercisable within 60 days | 8,750 |
| Options not yet exercisable (excluded from beneficial count) | 3,750 |
| Shares pledged as collateral | Not disclosed for Fielding |
| Beneficial ownership percent | <1% (based on 4,806,776 shares outstanding) |
Governance Assessment
- Strengths:
- Independent director with deep consumer/retail operating background; Board affirms independence.
- Attendance threshold met (≥75% of applicable meetings).
- Equity exposure through restricted stock and options aligns incentives, albeit at modest scale.
- Watch items / potential red flags:
- Compensation Committee (on which Fielding serves) held no meetings in 2024; limited formal oversight cadence of executive and director pay processes.
- No Lead Independent Director; CEO also serves as Chairman, concentrating authority (though independent committees and executive sessions are in place).
- Auditor turnover in 2025 (Marcum dismissed; CBIZ appointed then dismissed; Wolf & Company appointed) signals control/oversight churn; Fielding is not on Audit Committee but broader governance environment bears monitoring.
- Ownership alignment is limited in absolute terms (<1% beneficial ownership), common for small-cap boards but provides modest economic exposure.
No related-party transactions or pledging involving Fielding are described in the proxy; continue to monitor related-party disclosures in future filings.