DEF: Callan JMB Inc. Schedules 2025 Virtual Annual Meeting

Callan JMB Inc. announces its 2025 Annual Meeting of Stockholders to be held virtually on December 29, 2025, to elect directors and ratify its independent auditor.

Summary

• Callan JMB Inc. will hold its 2025 Annual Meeting of Stockholders virtually on December 29, 2025, at 10:00 a.m. Eastern Time.
• Stockholders of record as of November 24, 2025, are eligible to vote.
• Key proposals include the election of five directors (Wayne Williams, Eric Kash, Mark Meller, Liberty Duke, Gerald Dial) and the ratification of Rosenberg Rich Baker Berman, P.A. as the independent auditor for fiscal year ending December 31, 2025.
• The Board of Directors recommends voting FOR all director nominees and FOR the ratification of the independent auditor.
• As of the Record Date, the Company had 4,623,027 shares of common stock outstanding.
• Proxy materials, including the 2024 Annual Report, were made available to stockholders on or about December 8, 2025, primarily via the internet.
• The company's executive offices are located at 244 Flightline Drive, Spring Branch, Texas 78070-6241.

Sentiment

Score: 6

Explanation: The filing is a routine proxy statement detailing corporate governance, executive compensation, and upcoming stockholder votes. It presents a structured approach to governance and outlines future growth incentives for executives. While related-party transactions are noted, a policy for their review has been adopted. No immediate negative financial news or significant operational issues are disclosed, leading to a neutral to slightly positive sentiment regarding corporate stability and forward planning.

Positives

• The Board has established a robust corporate governance framework, including a Code of Ethics, and charters for its Audit, Compensation, and Nominating and Corporate Governance Committees.
• Three out of five directors (Mark Meller, Liberty Duke, Gerald Dial) are independent under Nasdaq rules, ensuring independent oversight.
• All directors demonstrated strong commitment by attending 100% of Board and committee meetings during fiscal year 2025.
• The company has a clear policy for stockholder nominations and communications with the Board, promoting transparency and engagement.
• The Audit Committee Chairman, Mark Meller, is qualified as an audit committee financial expert, enhancing financial oversight capabilities.

Negatives

• The Audit Committee did not meet during the fiscal year ended 2024, which could be perceived as a gap in oversight, despite its responsibilities.
• Significant related party transactions were disclosed, including advances to a director and various dealings with entities owned by executive officers, although a policy for review was adopted in October 2024.

Risks

• The Board maintains overall responsibility for overseeing the Company's risk management, including succession planning, product safety, and information and digital security.
• The Audit Committee engages in substantive discussions of risk management, covering significant areas of risk from functional areas, and receives reports on legal and regulatory risks from management.
• The company's reliance on key executives (Wayne Williams and Dr. David J. Croyle) who are also related parties (brothers-in-law) could present potential conflicts of interest, despite governance policies.

Future Outlook

The company's executive compensation structure includes equity awards tied to future milestones, such as achieving a first-time market valuation of $75 million or more, a market valuation of $150 million or more, achieving positive EBITDA for the first time in any full calendar year, and achieving an EBITDA of $10 million for the first time in a full calendar year. These indicate a strategic focus on growth and profitability targets.

Management Comments

• "On behalf of your Board of Directors, we cordially invite you to attend the 2025 Annual Meeting of Stockholders of Callan JMB Inc."
• "We believe that this process expedites stockholders receipt of proxy materials, lowers the costs of our Annual Meeting and conserves natural resources."
• "Thank you for your on-going support of Callan JMB Inc."
• "The Board has determined that each proposal listed above is in the best interests of the Company and its stockholders and has approved each proposal."

Industry Context

Callan JMB Inc. operates in areas related to temperature control cold chain management, emergency response, and mass vaccination, as indicated by the expertise of its CEO and the background of director Liberty Duke (President of Health Heroes Inc., a mass vaccinator). The company's strategic direction appears to leverage these capabilities, potentially aligning with growing demands for robust logistics and public health infrastructure.

Management Changes

Corporate Governance

Related Party Transactions

• In 2022, the Company's predecessor entity received a non-interest bearing advance of $110,736 from Health Hero America, an entity owned by Mr. Williams. The amount owed was $0 as of December 31, 2024 and 2023.
• The Company receives rent receipts from a third-party vendor on behalf of Outlaw Run Ranch (ORR), a related party by common ownership. The Company also pays $7,500 per month to ORR for rent expenses. As of December 31, 2024, $0 was owed, compared to $17,134 as of December 31, 2023.
• The Company received rent receipts from a third-party vendor on behalf of ORR, with Cold Chain Delivery Systems (majority owned by Messrs. Williams and Croyle) being a related party. As of December 31, 2024, $0 was owed, compared to $17,073 as of December 31, 2023.
• The Company leases its headquarters, warehouse, other warehouse equipment, and a box truck for $15,425 per month from Warehouse Asset Management, an entity majority owned by Messrs. Williams and Croyle. As of December 31, 2024, $0 was owed to this related party.
• Advancements of $18,669 (2024) and $21,969 (2023) were made to a director of the Company, which were due on demand, non-interest bearing, and repaid in 2025.
• On February 14, 2024, the Company entered into a reorganization agreement with Coldchain Technology Services, LLC (CTS), acquiring 100% of CTS's membership interest in exchange for 5,000,000 shares of common stock (3,750,000 to Wayne Williams and 1,250,000 to David J. Croyle, M.D.).
• On November 14, 2024, an Exchange and Reorganization Agreement reduced the Company's total common stock outstanding from 5,000,000 to 3,000,000 shares, with Mr. Williams holding 2,250,000 shares (75%) and Dr. Croyle holding 750,000 shares (25%).

Stakeholder Impact

• Shareholders: Will participate in the election of directors and ratification of the independent auditor, influencing the company's future governance and oversight. The virtual meeting format impacts accessibility.
• Employees: Executive officers and certain employees are subject to employment agreements with base salaries, incentive bonuses, and stock options, aligning their interests with company performance and growth milestones.
• Customers: The company's focus on 'temperature control cold chain management' and 'emergency response business' implies a commitment to service delivery in critical sectors.
• Auditors: Rosenberg Rich Baker Berman, P.A. has been selected for ratification as the independent auditor, ensuring continued financial scrutiny and compliance.

Next Steps

• Stockholders are urged to vote over the internet, by telephone, or by mailing in a proxy card as soon as possible.
• The 2025 Annual Meeting of Stockholders will be held virtually on December 29, 2025, at 10:00 a.m. Eastern Time.
• The Company will announce the final voting results of the Annual Meeting on a Current Report on Form 8-K filed with the SEC within four business days after the Annual Meeting.
• Shareholders wishing to submit proposals for the 2026 Annual Meeting must do so by March 31, 2026.

Key Dates

Recommendation

This filing is a routine definitive proxy statement for an annual meeting, primarily focused on corporate governance matters such as director elections and auditor ratification. It does not contain new financial results, operational updates, or strategic announcements that would typically drive significant share price movement. While executive compensation and related-party transactions are disclosed, they appear to be part of ongoing operations and governance, rather than unexpected news. The company's established governance structure and clear plans for the annual meeting suggest stability, warranting a 'hold' recommendation as there's no immediate catalyst for a 'buy' or 'sell' based solely on this document.

Keywords

Proxy Statement, Annual Meeting, Corporate Governance, Director Election, Independent Auditor, Executive Compensation, Related Party Transactions, SEC Filing, Stockholder Vote, Cold Chain Management