Nicole Tzetzo
About Nicole R. Tzetzo
Independent director since 2021; age 51. Currently CFO of Tzetzo Companies LLC (real estate focused on senior care), previously first VP of Finance & Administration at the Ralph C. Wilson, Jr. Foundation (2016–2018) and tax attorney/partner at Hodgson Russ LLP (2019–March 2021) and Jaeckle Fleischmann & Mugel LLP (2006–2016). Legal, finance, and tax expertise; board states she is independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tzetzo Companies LLC | Chief Financial Officer | Current | Finance leadership in real estate/senior care |
| Ralph C. Wilson, Jr. Foundation | VP Finance & Administration | 2016–2018 | Led legal and financial operations for billion‑dollar foundation |
| Hodgson Russ LLP | Partner (Tax Attorney) | 2019–March 2021 | Advised for‑profit & non‑profit clients on tax/business matters |
| Jaeckle Fleischmann & Mugel LLP | Partner (Tax Attorney) | 2006–2016 | Tax/business counsel to diverse clients |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various private/non‑profit boards | Director/Trustee | Not specified | “Currently is and has been involved with numerous private and non‑profit boards” (no public boards disclosed) |
Board Governance
- Committees: Chair, Governance & Nominating Committee (2024 committee met 4 times; 2025 slate lists Tzetzo as Chair); Member, Human Capital & Compensation Committee (5 meetings in 2024).
- Independence: Board determined all nominees other than CEO/Chair are independent; Tzetzo is independent.
- Attendance: Board met 4 times in 2024; each director attended >75% of Board/committee meetings; all directors attended the 2024 annual meeting. Executive sessions of independent directors held 4 times in 2024.
- Board leadership: CEO also serves as Chair; Richard D. Federico is Lead Director with responsibilities for independent oversight and executive sessions.
Fixed Compensation
| Component | Program Terms (2024) | Nicole Tzetzo (2024) |
|---|---|---|
| Annual cash retainer | $66,000 per non‑employee director | Part of $83,050 cash fees |
| Audit Committee fees | Chair $19,000; member $10,000 | — |
| Compensation Committee fees | Chair $14,500; member $7,500 | Member (included in cash total) |
| Governance & Nominating Committee fees | Chair $12,600; member $6,500 | Member in 2024; Chair in 2025 slate |
| Lead Director add’l retainer | $32,400 | — |
| Total cash (2024) | — | $83,050 |
Performance Compensation
| Component | Grant Design (2024) | Nicole Tzetzo (2024) |
|---|---|---|
| Director equity awards | Quarterly stock awards; $22,110 value each quarter from annual meeting through next annual meeting | Stock awards grant date fair value: $67,715; Total compensation: $150,765 |
Executive incentive metrics (context for her Compensation Committee oversight): | Plan | Metric | Target/Range | Notes | |---|---|---|---| | Annual Cash Incentive | Economic Value Added (EVA) | Pays pro‑rata between threshold and target; >target pays >100% | EVA = NOPAT – cost of capital | | Performance Share Plan (PSP) | Adjusted EBITDA | Threshold 95% of target; High performance 105% → 100% earn; Pro‑rata between | 2024 PSP awards vest over 3 years; unearned forfeited | | XSIP (multi‑year) | Revenue growth | Company: +33.3% over 4 years (ending 12/31/2027); Orion Group: +26.7% | 2024 XSIP earned 0 shares due to goal shortfall |
Other Directorships & Interlocks
- Public company boards: None disclosed for Tzetzo.
- Compensation committee interlocks: Company discloses none; no member was an officer/employee; no interlocking relationships existed.
Expertise & Qualifications
- Finance and legal (tax) expertise; prior leadership of legal/financial operations at major foundation; CFO experience in real estate/senior care; qualifies for governance roles.
Equity Ownership
| Holder | Common Stock | Unvested Restricted Stock | Total Beneficial Ownership | Ownership % |
|---|---|---|---|---|
| Nicole R. Tzetzo | 12,331 | — | 12,331 | <1% |
- Ownership guidelines: Directors who have served ≥5 years should own ≥3x annual cash and stock retainer; Company states all director/officer ownership guideline requirements have been met.
- Hedging/pledging: Prohibited for directors/officers; no options hedging, no pledging or margin accounts permitted.
- Clawback: SEC/Nasdaq‑compliant clawback policy (mandatory recovery of erroneously awarded incentive compensation for covered officers upon restatement).
Governance Assessment
- Strengths
- Independent director with legal/finance background; chairs Governance & Nominating (oversight of ESG, compliance, related party transactions) and serves on Compensation—strong governance involvement.
- Solid attendance; active executive sessions; presence of Lead Director to counterbalance combined CEO/Chair structure.
- Transparent director pay structure with modest cash retainer plus equity; ownership guidelines in place and reported as met.
- Company policies: hedging/pledging prohibited; clawback adopted.
- Say‑on‑pay support 95.9% in 2024 (signal of investor alignment with compensation oversight).
- Potential risks/red flags to monitor
- Combined CEO/Chair role (structural governance risk mitigated by Lead Director and committee independence).
- Late Section 16 Form 4 filings due to company clerical delay (process control issue; company disclosed).
- Related‑party exposure exists at executive level (facility leases with entity partly owned by another executive), though not involving Tzetzo; Governance Committee oversees related‑party review.