DEF 14A of Daily Journal Corp
Filed Jan 8, 2025 · FY20240001437749-25-000726
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Bylaws of the Company permit from three to seven members on the Board of Directors. Presently, four directors serve on the Board. The directors are elected annually and serve until the next annual meeting of shareholders and the election of their successors. The independent members of the Board of Directors have nominated for election to the Board of Directors the four nominees listed below. Shareholders have cumulative voting rights in the election of directors. This means that each shareholder has the right to cast a number of votes equal to such shareholder’s number of shares of Common Stock multiplied by the number of directors to be elected, and to cast all of such votes for one nominee or distribute such votes among two or more nominees. The right to vote cumulatively is dependent on a shareholder’s giving notice of such shareholder’s intention to cumulate votes to an officer of the Company in writing 48 hours before the meeting commences. Once such notice is given, all other shareholders entitled to vote will be without further notice entitled to cumulate their votes. Unless otherwise instructed, the persons named in the accompanying form of Proxy will vote the proxies for the nominees listed below, reserving the right, however, to cumulate such votes and to distribute them among the nominees at their discretion. Because this is an “uncontested” election in which there are four nominees for four seats on the Board of Directors, a director nominee shall be elected to the Board of Directors if the votes cast in favor of his or her election exceed the votes cast against his or her election. Abstentions are not counted as votes cast. Broker non-votes (which occur when a broker or nominee does not receive voting instructions from the beneficial owner and does not have discretion under applicable rules to direct the voting of the shares, such as in the election of directors) will not affect the outcome. The Board of Directors of the Company does not contemplate that any of the following nominees will become unavailable prior to the meeting, but if any such persons should become unavailable, proxies will be voted for such other nominees as may be selected by the Company’s independent directors.
Director Nominees
Director Nominees Below is certain information as of December 31, 2024 about each nominee for election to the four seats on the Company’s Board of Directors:
Director Nominees
| Name | Age | Principal Occupation Last Five Years | | Mary Conlin | 60 | Ms. Conlin joined the Board of Directors in May 2019. Ms. Conlin is retired. She was the former Director and Head of Marketing & Corporate Communications for Pixar Animation Studios. Prior to Pixar, Ms. Conlin worked at Warner Bros. Pictures as Director of International Distribution and Director of Worldwide Promotions for the theatrical division. She started her career in advertising at Young & Rubicam. Ms. Conlin is a director of The Beachbody Company, Inc., a fitness and media company. Qualifications and Skills: Ms. Conlin graduated from Harvard Business School, and has decades of experience in advertising, marketing and promotions. She adds a valuable perspective that benefits both the Company’s traditional publishing business and its case management software business. |
Director Nominees
| Name | Age | Principal Occupation Last Five Years | | John B. Frank | 68 | Mr. Frank joined the Board of Directors in February 2022. He has been Vice Chairman since 2014, and Director since 2007, of Oaktree Capital Group, LLC (“Oaktree Capital”), a global investment management company. He is one of six members of Oaktree Capital’s Executive Committee and was previously the firm’s principal executive officer. He also serves on the Board of Oaktree Specialty Lending Corporation, and formerly served on the Boards of Oaktree Acquisition Corporation, Oaktree Strategic Income Corporation, Oaktree Acquisition Corporation II and Oaktree Acquisition Corporation III. Mr. Frank was Oaktree Capital’s Managing Principal from 2006 until 2014, having joined Oaktree Capital in 2001 as General Counsel. Prior to that he served as a partner of the law firm of Munger, Tolles & Olson LLP, where his practice focused on mergers and acquisitions and general corporate counseling. Mr. Frank is also a director and member of the Audit Committee of Chevron Corporation, one of the world’s leading integrated energy companies. Mr. Frank is a trustee of the XPRIZE Foundation, The James Irvine Foundation, and The John Randolph Haynes and Dora Haynes Foundation and a former long-time trustee of Good Samaritan Hospital, Polytechnic School and Wesleyan University. Qualifications and Skills: Mr. Frank has extensive experience with business leadership, operations and finance, having served for over 20 years as a senior executive of Oaktree Capital, which conducts business worldwide from 19 offices around the globe. His work at Oaktree Capital has included two decades of experience with government officials regarding regulatory and public policy issues. While a partner of Munger, Tolles & Olson LLP, Mr. Frank had extensive experience with mergers and acquisitions and strategic, finance and corporate governance issues. | | Steven Myhill-Jones | 49 | Steven Myhill-Jones has served as the Company’s Chairman and Chief Executive Officer since October 2023, and he served as Chairman and Interim Chief Executive Officer beginning in March 2022. Mr. Myhill-Jones is a Canada-based technology executive, entrepreneur and investor. He founded web-based geography software company Latitude Geographics in 1999, and served as its Chairman, President and CEO until September 2018. Following that sale, Mr. Myhill-Jones became an angel investor, and an advisor and mentor to technology businesses and entrepreneurs in his personal capacity and through his wholly owned company, SMJ Holdings Inc. Qualifications and Skills: Mr. Myhill-Jones brings experience leading a software company for 19 years, which included complex implementations for government customers and evolving enterprise software products in the face of continuous ongoing technology change and strong competitive forces. From setting strategy to primary P&L responsibility, he evolved the business from its initial professional services focus to a high margin, software-centric business model with an international network of resellers and implementation partners. | | Rasool Rayani | 49 | Rasool Rayani joined the Board in June 2024. Since 2011, Mr. Rayani has served as President of Heart Pharmacy Group, a family-owned and operated retail pharmacy group in Victoria, British Columbia. He has also served, since 2013, as a member of the Investment Committee of iNovia Capital, a venture capital firm. |
Director Nominees
| Qualifications and Skills: Mr. Rayani has 23 years of experience leading software, healthcare and retail enterprises. His roles have spanned strategy, marketing, M&A, sales and general corporate management. In 2001, he co-founded Metalogix Software, a leading provider of compliance, migration and achieving solutions. Metalogix was acquired by Permira in 2014 and integrated with Quest Software. In 2023, Mr. Rayani took an advisory role with the British Columbia Investment Management Corporation Venture and Growth team, focusing on venture capital firms and direct investments. He also serves on the board, and is a past chair, of the Community Foundations of Canada. |
Director Nominees
Proxies given without instructions will be voted FOR the nominees listed above. Besides Mr. Myhill-Jones, the Company’s only other executive officer is its Chief Financial Officer, Tu To, who serves as the principal financial officer and principal accounting officer. Certain information about Ms. To as of December 31, 2024 is set forth below:
Director Nominees
| Tu To | 62 | Ms. To has been the Company’s Chief Financial Officer since March 2022. Prior to that, she served as its Vice President since September 2019, and its Controller since 1994. Ms. To began working for the Company in its accounting department in 1987. She passed the uniform examination of the American Institute of Certified Public Accountants in 1995. |
Summary Compensation Table
Summary Compensation Table
Annual Executive Compensation in Fiscal 2023 – 2024
| Year | Summary Compensation Table Total for PEO (a) | Compensation Actually Paid to PEO (a) | Average Summary Compensation Table Total for Non-PEO NEOs (b) | Average Compensation Actually Paid to Non-PEO NEOs (b) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (c) | Net Income (Loss) | | 2024 | $1,270,912 | $1,281,496 | $421,290 | $421,290 | $152.98 | $78,113,000 | | 2023 | $1,050,000 | $1,050,000 | $443,060 | $443,060 | $91.77 | $21,452,000 | | 2022 | $1,303,320 | $1,303,320 | $398,500 | $398,500 | $80.03 | ($75,624,000) |
Fiscal 2024 Non-Employee Director Compensation
Fiscal 2024 Non-Employee Director Compensation
Fiscal 2024 Non-Employee Director Compensation
| Name | Fees earned or paid in cash | Stock Awards* | All other compensation | Total | | John B. Frank | $11,667 | $8,172 | 0 | $19,839 | | Mary Conlin | $11,667 | $8,172 | 0 | $19,839 | | Rasool Rayani | $8,333 | $8,172 | 0 | $16,505 |
Fiscal 2024 Non-Employee Director Compensation
_____________________ * Reflects the grant of 21 RSUs to each director on May 23, 2024, representing the pro-rated portion of fiscal 2024 remaining after the start of the new program effective June 1, 2024. Mr. Rayani began serving as a director on June 1, 2024, so his fees paid in cash were pro-rated to reflect that he served on the Board for approximately one-third of the fiscal year.