Richmond Y. Holden, Jr.
About Richmond Y. Holden, Jr.
Independent director of Acme United Corporation since 1998, age 71. Former CEO of J.L. Hammett Co. and senior executive at School Specialty, Inc.; later President & CEO of INgageHub and advisor through 2019. His core credentials center on educational markets, distribution, SaaS platform expansion, supply chain optimization, pricing and go-to-market strategy, aligning with ACU’s first aid/education product mix .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.L. Hammett Co. | Chairman & Chief Executive Officer | 1992–2006 | Led national reseller; experience in strategy, finance, sourcing, pricing, distribution |
| School Specialty, Inc. | EVP & President, Curriculum Group | 2013–2014 | Senior leadership at ~$650M public reseller; strategic planning, sales, technology, supply chain |
| School Specialty, Inc. | President, Educational Resources | 2010–2013 | P&L leadership in education distribution |
| INgageHub | President & Chief Executive Officer | Jan 2015–early 2016 | Cloud Marketing SaaS expansion |
| INgageHub | Senior Advisor | 2016–2019 | Continued advisory role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Software Secure, Inc. (private) | Director | 2007–2016 | Secure online testing tech; board service until acquisition |
| Codman Academy Charter Public School | Director; President | Director since 2012; President since 2024 | Focus on experiential education; governance leadership since 2024 |
Board Governance
- Independence: Determined “independent” under NYSE American rules .
- Committees and chair roles:
- Executive Committee: Chair .
- Compensation Committee: Chair .
- Nominating Committee: Chair .
- Audit Committee: Member ; named on Audit Committee report .
- Attendance: Board met 7 times in 2024; each Director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: CEO also serves as Chairman; company has no Lead Independent Director (governance risk) .
- Risk oversight: Active board role via annual two‑day strategic planning meeting covering cybersecurity, supply chain, labor, and financial risks .
Fixed Compensation
- Director fee schedule (2024):
- Annual retainer: $47,790; Board meeting fee: $2,735; Committee meeting fee: $1,245; Committee chair fee per meeting: $2,370; Audit Chair annual fee: $5,765 .
- Holden’s 2024 cash compensation:
- Fees earned: $84,130; Additional cash paid in lieu of options (partial): $50,250; Total cash components reflected below .
| Component | 2024 Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $84,130 |
| Additional Cash Paid (in lieu of options portion) | $50,250 |
| Total Cash Components (subset of total) | $134,380 |
In 2023 directors received full cash in lieu of annual options; in 2024 ACU resumed partial option grants (2,500 options) plus cash equal to the fair value of 2,500 options, shifting the mix back modestly toward equity .
Performance Compensation
- 2024 Option grant: Fair value $42,900; 2,500 options granted with exercise price $38.26; became fully exercisable one day after grant (grant date July 31, 2024) .
- Aggregate director options outstanding as of 12/31/2024: 19,000 (Holden) .
| Grant Detail | Metrics |
|---|---|
| Grant date | July 31, 2024 |
| Options granted | 2,500 |
| Exercise price | $38.26 per share |
| Vesting | Fully exercisable one day after grant |
| Option awards (grant‑date fair value) | $42,900 |
| Aggregate options outstanding (12/31/2024) | 19,000 |
Annual director options under the 2017 Non‑Salaried Director Stock Option Plan vest immediately upon grant; initial new‑director options (e.g., Conway) vest 25% on grant, then annually over three years .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| ACU | Public | Independent Director; Committee Chair (Exec/Comp/Nom); Audit Member | N/A |
| Software Secure, Inc. | Private | Director (2007–2016) | None disclosed with ACU |
| Codman Academy Charter Public School | Non‑profit | Director; President (since 2024) | None disclosed with ACU |
- Related‑party transactions: None since January 1, 2023; Audit Committee pre‑approves any such transactions and is fully independent .
- Hedging/Pledging: Company has not adopted practices restricting hedging transactions by employees or directors (potential alignment risk) .
Expertise & Qualifications
- Senior executive experience across education distribution, SaaS, supply chain, pricing, and operations, including P&L leadership at School Specialty and CEO roles at J.L. Hammett and INgageHub .
- Committee leadership breadth signals governance and compensation oversight depth; long board tenure enhances institutional knowledge .
Equity Ownership
- Beneficial ownership (as of March 5, 2025): 34,250 shares, including 19,000 shares issuable upon exercise of options; 0.9% of class (outstanding shares: 3,754,498) .
- 2024 reference point: 31,750 shares, including 16,500 options; 0.9% of class (outstanding: 3,645,200) .
| Date | Shares Beneficially Owned | Options Included | % of Class |
|---|---|---|---|
| Mar 5, 2025 | 34,250 | 19,000 | 0.9% |
| Mar 6, 2024 | 31,750 | 16,500 | 0.9% |
Director options typically are non‑incentive options with 10‑year terms; annual director grants vest immediately, supporting liquidity but reducing long‑term retention features versus RSUs/DSUs .
Governance Assessment
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Strengths:
- Independence affirmed; extensive committee leadership (Exec/Comp/Nom) and Audit membership provide robust oversight coverage .
- Attendance thresholds met; annual meeting participation; active risk oversight with structured strategic planning .
- No related‑party transactions; Audit Committee independence and pre‑approval policy reduce conflict risk .
- Ownership alignment: meaningful holdings and options indicate “skin in the game” within a small‑cap float .
-
Concerns and RED FLAGS:
- Combined CEO/Chair and absence of a Lead Independent Director weakens independent board leadership; raises oversight risk, especially with management on the board .
- Lack of an anti‑hedging policy for directors/employees can undermine alignment with long‑term shareholders; consider adopting explicit hedging/pledging prohibitions .
- Director pay mix: elevated cash components in 2023 and partial cash substitution in 2024 reduces equity intensity; options vest immediately, offering less retention effect than RSUs/DSUs and could dilute alignment if used without performance conditions .
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Implications:
- Holden’s broad committee leadership suggests high engagement and influence on compensation, nominations, and interim board actions; his education‑market expertise aligns with ACU’s revenue mix and recent acquisitions focus .
- Enhancements to board independence (Lead Independent Director), adoption of anti‑hedging policies, and rebalancing director equity toward longer‑vesting stock units could strengthen investor confidence in governance practices .