2023 Board Resources

1. Business relationship with NW Capital If Ms. Moneypenny retains her NW Capital ownership interest as St. James CFO, she would be in the position of overseeing the work of the firm in which she has a financial interest. She would logically be expected to monitor NW Capital’s performance, which could put her personal financial relationship with, and fiduciary duty to, NW Capital in conflict with her duty of loyalty as an officer of St. James. Even if she relinquished her ownership interest, she likely has personal relationships with other members of NW Capital that could conflict with her duties. 2. Business relationship with Castlight Health Through her husband’s ownership interest and executive position, the current business relationship between St. James and Castlight creates a second conflict for Ms. Moneypenny. As CFO, Ms. Moneypenny would logically be expected to monitor the financial success of St. James ACO, including Castlight’s contractual performance, and advice St. James CEO and board on subsequent decisions with respect to the ACO and continued use of Castlight Health. Mr. Greenback’s executive and ownership positions with Castlight Health would place Ms. Moneypenny in a conflict between her family relationship and her employment responsibilities. 3. Personal relationship with St. James CEO While many conflicts of interest policies do not address the potential for bias created by friendship or personal relationship, more fulsome approaches to conflicts issues recognize the potential for such relationships to affect (or create the appearance of affecting) business decisions. While the standard for resolving the conflicts issues associated with such relationships is usually lower, that does not diminish the related potential for bias. Question: What are the risks presented by the conflicts? • Internal workforce concerns of favoritism and inappropriate benefits extended to Ms. Moneypenny and Mr. Greenback, which could result in internal whistleblower reports or external disclosures to the media, regulators, or other third parties; • Scrutiny from a regulatory agency with plausible jurisdiction over St. James, on the basis of concerns with self-interest, exercise of fiduciary duty, and/or the reasonableness of individual transactions; • The potential that, due to the relationships, appropriate oversight of NWCapital, Castlight Health, and/or Ms. Moneypenny’s job performance is not exercised by St. James executive team; and • The reputational damage that could accrue to St. James and its officers and directors from any of the above circumstances. Question: What are some mitigating factors present in the hypo that suggest it would be a reasonable decision to hire Ms. Moneypenny? • The impeccable personal reputations of Ms. Moneypenny and Mr. Greenback and the absence of any other material financial or personal relationships with St. James or other members of the executive team or board;