Since early 2010, when John Bordynuik decided that it was time to incorporate some independent directors into his fiefdom, 7 have been appointed (of which 6 have resigned)....a chronology follows. Not one of those independent directors has received a nickel in cash compensation...at least according to the company's filings they haven't. JBI has paid the few directors that it has compensated (there have been TWO) with the coin of the realm....common stock.
In my experience capable, many qualified directors are perfectly happy to be paid in shares. They either seek out or respond to companies that have a future. JBI has shares to issue...it always does...however it seems to me that the having a future part is more likely the sticking point for qualified, capable directors. And I'm not talking about the Qualified Independent Directors that John Wesson couldn't find after months of searching (Did he find any? I'm still not sure. I believe he probably tried like Hell.). I'm talking about the new version of qualified independent directors, whose sole reported qualifications (quite informally reported, I should add) amount to having been directors for a public company of any size for any length of time and having never suffered the kind of sanctions that John Bordynuik himself has suffered (he didn't exactly describe it that way naturally, but that's the truth of it). There must be thousands of people that meet that standard. You've put your finger on the problem: "Directors, like shareholders, also need to do their due diligence."
Wait until after the financing? You must be kidding. How many "financings" has the company had just in the last year? The dollars that a typical JBI financing generates last less than 6 months (the most recent lasting far less). The idea that a SMART qualified director would hold off on signing on until JBI has 6 months of cash (or less) in hand is laughable....who wants a director that thinks like that? That's almost as funny as the idea that they have to wait for the next filing to see if they can cover the D&O insurance bills. No financing, no independent directors? Is that it? Wouldn't it make more sense to secure the counsel of a few qualified people to evaluate financing options? The absence of public company experience on the part of the current Board has already been apparent. It cries out for some HELP!
I'm afraid Mr. Heddle is in a quandary. Good, smart independent directors can't see what's in it for them and, frankly, I'm not at all convinced that he and his predecessor/partner want the oversight that people like that might bring to the party.
Here's the annotated comings and goings of the people who served cash free, if you're interested. Maybe they even act as a little evidence that independent directors aren't all in it for the cash....I sure hope they weren't, for their sake:
On February 12, 2010, the Board of Directors of JBI, Inc., (the “Company”) appointed Ms. Amy Bradshaw, Mr. John Wesson, Mr. Theodore J. Henry.....
On March 24, 2010, Mr. Theodore J. Henry resigned
On March 24, 2010, the Board of Directors of the Company appointed Mr. Gregory Goldberg
On April 30, 2010, the Board of Directors of the Company appointed Dr. Robin Bagai
On June 1, 2010, Ms. Amy Bradshaw resigned
On August 13, 2010, Mr. Gregory Goldberg resigned.
At that point the company had a great awakening and realized that a note in the 10-K might be helpful. They included a section with the heading:
"We may have difficulty attracting and holding independent board members which may affect the quality of our management."
Since they expanded on the paragraph significantly in the following 10-K I won't repeat the 2010 10K version, but see the 2011 version below.
2010 10-K:
Compensation of Directors
Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. In 2010 each independent director was issued 10,000 shares of common stock for serving on the board.
--------------------------------------------------------------------------------
On January 3, 2010 (that's what the filing said...it was actually 2011), the Board of Directors of JBI, Inc. (the "Company") appointed Mr. James Fairbairn
On August 8, 2011, Mr. James Fairbairn resigned
Here's the 2011 10-K "WARNING":
We may have difficulty in attracting and retaining management and outside independent members to our Board of Directors as a result of their concerns relating to their increased personal exposure to lawsuits and stockholder claims by virtue of holding these positions in a publicly held company.
The directors and management of publicly traded corporations are increasingly concerned with the extent of their personal exposure to lawsuits and stockholder claims, as well as governmental and creditor claims which may be made against them, particularly in view of recent changes in securities laws imposing additional duties, obligations and liabilities on management and directors. Due to these perceived risks, directors and management are also becoming increasingly concerned with the availability of directors’ and officers’ liability insurance to pay on a timely basis the costs incurred in defending such claims. We currently do carry limited directors’ and officers’ liability insurance. Although we maintain directors’ and officers’ liability insurance, our coverage limits are low and, moreover, it has recently become much more expensive. If we are unable to continue or provide directors’ and officers’ liability insurance at affordable rates or at all, it may become increasingly more difficult to attract and retain qualified outside directors to serve on our Board of Directors.
We may lose potential independent board members and management candidates to other companies that have greater directors’ and officers’ liability insurance to insure them from liability or to companies that have significantly higher revenues or have received greater funding to date which can offer more lucrative compensation packages. The fees of directors are also rising in response to their increased duties, obligations and liabilities as well as increased exposure to such risks. As a company with a limited operating history and limited resources, we will have a more difficult time attracting and retaining management and outside independent directors than a more established company due to these enhanced duties, obligations and liabilities. In addition, we are currently defending an SEC civil action and a class action lawsuit, which will likely make it difficult for us to attract potential board members and management until such matters have been resolved. We may also incur increased costs for renewal of our directors' and officers' liability insurance as a result of these actions."
Wesson and Bagai were compensated in shares as independent directors for 2011: "Each director was granted $35,000 worth of restricted shares of common stock". Fairbairn received no shares for his 8 months of service.....interestingly the Board decided to compensate directors during the same month in which he resigned.
---------------------------------------------------------------------------------------
Effective May 15, 2012, Dr. Robin Bagai resigned
On February 20, 2012, the Board approved the compensation for each independent director to receive shares of restricted common stock valued at $60,000 as compensation for board services during 2012. Wesson was granted the full 60K, Bagai 35K based on resignation.
In the 2012 10-K they apparently felt that the two paragraphs in the 2011 10-K as quoted above had been unnecessarily horrifying and reverted to wording similar to that which they used in the 2010 10-K. The general idea remained intact, though...a JBI directorship carries some unique risks that qualified, intelligent directors might naturally choose to avoid.
----------------------------------------------------------------------------------------
On April 19, 2013, John Wesson resigned
Effective on August 14, 2013, the Company appointed Mr. Philip Bradley (compensation unknown)
News 
Market Data 
Discover 
