Sherman K. Edmiston III
About Sherman K. Edmiston III
Sherman K. Edmiston III (age 62) is an independent director at ARKO, serving since the closing of the Business Combination and currently chairing the Nominating and Corporate Governance Committee and serving on the Compensation Committee . He has a B.S. in Mechanical Engineering from Arizona State University and an M.B.A. from the University of Michigan, and his background emphasizes strategic planning, financial leadership, and operational advisory in complex transitions . ARKO’s Business Combination closed on December 22, 2020, and Edmiston has served on the Board since that closing; his current nominated term expires at the 2026 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HI CapM Advisors, Ltd | Managing Member | Aug 2016–present | Strategic and financial advice to corporations, PE, hedge funds |
| Zolfo Cooper LLC (now AlixPartners) | Managing Director | Nov 2009–Dec 2015 | Financial and operational advisory to corporations and investment firms |
External Roles
| Organization | Role | Status | Sector/Notes |
|---|---|---|---|
| GTT Communications, Inc. | Director | Current | Telecom/internet services |
| Key Energy Services, Inc. | Director | Current | Oilfield services (Permian Basin, California) |
| Real Alloy | Director | Current | Aluminum recycling/specification alloys (packaging/auto/aerospace) |
| Aludyne | Director | Current | Aluminum/iron automotive components supplier |
| Arch Resources, Inc. (NYSE: ARCH) | Director | Former | Metallurgical products for steel industry |
| Continental Global Material Handling | Director | Former | Material handling/conveyor equipment |
| Centric Brands | Director | Former | Lifestyle brand collective |
| Mallinckrodt SpecGX LLC (NYSE: MNK) | Director | Former | Specialty generic drugs |
Board Governance
| Name | Audit Committee | Compensation Committee | Nominating & Corporate Governance Committee | Meetings Held (FY 2024) |
|---|---|---|---|---|
| Sherman K. Edmiston III | Member | Chair | Audit 7; Compensation 13; Nominating 6 |
- Independence: Board determined Edmiston (and the named directors) are independent under Nasdaq standards .
- Attendance: In 2024, each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Committee oversight: Nominating & Corporate Governance also oversees ESG policy and external ESG reporting; Edmiston chairs this committee .
- Lead Independent Director: Andrew R. Heyer serves as LID, providing stockholder engagement and advisor-retention authority .
- Voting standard context: A stockholder proposal sought majority voting; the Board made no recommendation and noted plurality voting’s avoidance of “failed elections” while inviting stockholder input .
Fixed Compensation
| Element | Amount/Policy | Notes |
|---|---|---|
| Annual Board Cash Retainer | $75,000 | Cash or RSUs at director’s election; paid quarterly |
| Annual Equity Retainer | $125,000 in RSUs | Timing aligned to Annual Meeting; transition 50% of prior $100,000 award in Jan 2024; then $125,000 beginning at 2024 Annual Meeting |
| Committee Member Retainers | Audit $15,000; Compensation $10,000; Nominating $10,000 | Cash or RSUs; paid quarterly |
| Committee Chair Retainers | Audit Chair $25,000; Compensation Chair $20,000; Nominating Chair $15,000 | Cash or RSUs; paid quarterly |
| Lead Independent Director | $25,000 | Supplemental retainer |
| Meeting Fees | Extraordinary meetings only | For special committees/extraordinary sessions |
| Stock Ownership Policy | 5x cash retainer | Target within five years of election |
| RSU Vesting/Settlement | Immediately vested; settled on Board departure or change in control | Applies to non-employee director RSUs |
2024 Non-Employee Director Compensation (Sherman K. Edmiston III):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Sherman K. Edmiston III | 110,008 | 174,992 | 285,000 |
RSU Grant Fair Values per Share (2024):
| Grant Month | Fair Value per Share ($) |
|---|---|
| January 2024 | 8.25 |
| April 2024 | 5.77 |
| June 2024 | 6.18 |
| July 2024 | 5.77 |
| October 2024 | 6.90 |
Notes:
- Fractional RSUs are paid in cash in lieu; directors may elect RSUs for cash fees .
Performance Compensation
| Director Performance Metrics | Use in Director Pay |
|---|---|
| Financial/operational metrics (e.g., EBITDA, TSR) | None disclosed for non-employee directors; director equity is time-based RSUs immediately vested and deferred for settlement |
Edmiston’s director pay is fixed retainer plus immediately vested RSUs; no PSU/option structure or director performance gates are disclosed .
Other Directorships & Interlocks
- Compensation Committee Interlocks: No interlocking relationships existed in 2024; none of the Compensation Committee members (including Edmiston) were ARKO officers/employees in the prior three years .
- Sponsor/Willner voting agreements from the Business Combination may entrench CEO Arie Kotler’s board seat for up to seven years; not tied to Edmiston personally but relevant to board independence dynamics .
Expertise & Qualifications
- Education: B.S. Mechanical Engineering (Arizona State University); M.B.A. (University of Michigan) .
- Core competencies: Strategic planning, financial and board leadership; experience with companies undergoing major transitions; principal investor/investment banker/advisor background .
- ESG oversight: As Nominating & Corporate Governance chair, Edmiston oversees ESG policy implementation and external reporting, coordinating with management and external experts .
Equity Ownership
| Holder | Beneficially Owned Shares | % of Outstanding | Notes |
|---|---|---|---|
| Sherman K. Edmiston III | 68,258 | <1% | Represents RSUs fully vested but deferred for settlement until departure or change in control (see footnote and policy) |
| Vested RSUs Outstanding (12/31/24) | 67,259 | — | Aggregate vested RSUs recorded at year-end |
- Outstanding shares basis: 114,680,085 shares as of April 11, 2025 .
- Settlement mechanics: Director RSUs are immediately vested and settled upon departure or change of control; footnote confirms RSUs counted in beneficial ownership are fully vested with deferred settlement .
- Pledging/Hedging: No pledging or hedging disclosures identified for Edmiston; RSU settlement deferral may promote long-term alignment .
Governance Assessment
- Independence and roles: Edmiston is affirmatively independent under Nasdaq rules and chairs Nominating & Corporate Governance while serving on Compensation—central positions for board refreshment, succession planning, ESG oversight, and pay governance .
- Attendance and engagement: At least 75% meeting attendance and full annual meeting attendance in 2024 support baseline engagement; committee cadence (Compensation 13; Nominating 6; Audit 7) indicates active governance processes .
- Pay structure alignment: Director compensation emphasizes equity via immediately vested RSUs with deferred settlement, plus cash retainers and chair fees; ownership guideline (5x cash retainer) is robust, though individual compliance status is not disclosed .
- Other boards: Multiple current directorships in operationally intensive/distressed contexts can enhance oversight rigor but pose time-allocation risks; no specific interlocks or related-party transactions tied to Edmiston disclosed .
- RED FLAGS and signals:
- Board voting standard: ARKO maintains plurality voting (advisory vote to gauge shareholder preference for majority voting), which can reduce accountability in uncontested elections—governance investors may view this as a risk until addressed .
- Business Combination voting agreements: Legacy agreements obligating certain holders to vote for the CEO’s board seat for up to seven years may constrain independence dynamics; although not associated with Edmiston, this is a broader board-level entrenchment concern .
- Director equity design: Absence of performance-based equity for directors is common market practice, but investors focused on pay-for-performance may note the lack of performance gates; deferral of settlement partially mitigates short-termism .
- Shareholder feedback: Say-on-pay support exceeded 80% in 2024, signaling general investor acceptance of compensation governance; Compensation Committee uses Mercer as independent consultant with no conflicts identified .