Ronald Tillett
About Ronald L. Tillett
Age 69; independent director since 2003 and current Chair of the Board. Managing Director and Head of Mid-Atlantic Public Finance at Raymond James & Associates since 2001; former Virginia Secretary of Finance (1996–2001) and State Treasurer (1991–1996). Holds extensive FINRA licenses (Series 7, 50, 52, 53, 54, 63, 79, 99) and has passed the SEC Securities Industry Examination; B.S. from VCU. Board determined he is independent under NYSE standards; he presides over quarterly executive sessions of independent directors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Commonwealth of Virginia | Secretary of Finance | 1996–2001 | Led statewide financial functions; governance and public finance expertise |
| Commonwealth of Virginia | State Treasurer | 1991–1996 | Managed debt issuance and state investment practices |
| Raymond James & Associates | Managing Director & Head, Mid-Atlantic Public Finance | 2001–present | Public finance leadership; capital markets expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Christopher Newport University (CNU) | Board of Visitors member | Not disclosed | Higher-education governance |
| CNU Foundation | Investment Committee Chair | Not disclosed | Oversight of investment policy |
| Wason Center for Civic Leadership | Board of Trustees member | Not disclosed | Civic leadership governance |
| Commonwealth Debt Capacity Advisory Committee | Member | Since 2010 | State debt capacity oversight |
| National Institute of Public Finance, Pepperdine University | Board of Trustees member | Since 2014 | Public finance thought leadership |
Board Governance
- Chair of the Board; Executive Committee Chair; independent director. Committee assignment: Executive Committee (Chair).
- Board independence: all directors except the CEO (Asbury) were affirmed independent in early 2025, including Tillett.
- Attendance and engagement: 2024 had nine regular and two special Board meetings; each director attended ≥75% of Board and committee meetings; all 14 directors attended the 2024 annual meeting.
- Executive sessions: independent directors meet at least quarterly; Tillett presides.
- Committee operations: Executive Committee met twice in 2024; includes authority between Board meetings (except matters reserved by law).
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (2024) | $50,000 | Non-employee directors |
| Chair of the Board additional fee (2024) | $80,000 | Paid to Board Chair (Tillett) |
| Executive Committee meeting fees (2024) | $1,000 per meeting ≥1 hour; $500 if <1 hour (telephonic) | Applies to members other than CEO |
| Committee member fees (2024) | Audit member $11,000; other committees $8,000 | Not applicable to Executive Committee |
| 2025 changes (effective Jan 1, 2025) | Cash retainer $60,000; Audit member $15,000; other committees $10,000 | Chair/vice chair and chair fees unchanged |
| Director-specific (2024) | Fees Earned or Paid in Cash | Stock Awards (Grant-date fair value) | Total |
|---|---|---|---|
| Ronald L. Tillett | $133,500 | $64,999 | $198,499 |
Performance Compensation
| Component | 2024 | 2025 |
|---|---|---|
| Equity retainer (unrestricted shares) | $65,000 issued in common stock | $80,000 issued in common stock |
- Director equity is granted as unrestricted shares; no performance-based metrics apply to non-employee director equity.
- Equity awards are subject to Company clawback and recoupment policies under the Stock and Incentive Plan framework; non-employee director awards are administered by the independent Compensation Committee.
Other Directorships & Interlocks
- No other U.S.-listed public company directorships disclosed for Tillett in the proxy; current external roles are civic/academic.
- Executive Committee includes the CEO as a member; all other Executive Committee members, including Tillett, are independent.
Expertise & Qualifications
- Public finance, debt issuance, and investment policies; former Virginia Treasurer and Secretary of Finance.
- Regulatory and governance expertise; presides over independent executive sessions.
- Extensive capital markets licensure (FINRA Series 7, 50, 52, 53, 54, 63, 79, 99); SEC Securities Industry Examination.
Equity Ownership
| Holder | Common Shares | % of Class | Notes |
|---|---|---|---|
| Ronald L. Tillett | 42,475 | <1% | Includes 7,611 phantom shares in VBA nonqualified deferred comp plan (not common stock) |
| Pledging/Hedging | None disclosed | — | Company prohibits pledging and hedging for directors/officers. |
| Ownership guidelines | 5× annual cash retainer (directors) | Compliance | All directors comply; 5-year window for new directors. |
- Beneficial ownership data as of March 3, 2025; no rights to acquire shares within 60 days and no pledged shares.
Governance Assessment
- Board effectiveness: Independent Chair with deep public finance experience; presides over executive sessions; strong committee structure and clear charters; robust annual self-evaluation.
- Independence and conflicts: Board affirmed independence; Conflicts of Interest Policy requires Audit Committee review; Related-party transactions (e.g., director/customer relationships) occur in ordinary course, market terms, normal risk; no unfavorable features disclosed.
- Alignment and incentives: Director ownership requirement (5× cash retainer) and prohibition on hedging/pledging support alignment; director equity retainer is modest and transparent.
- Attendance and engagement: High meeting frequency; ≥75% attendance; all directors attended the annual meeting, signaling engagement.
- Shareholder feedback: Strong say-on-pay support (~93% in 2024), indicating investor confidence in compensation governance.
RED FLAGS
- None identified specific to Tillett: no pledging/hedging, no related-party transactions flagged, independence affirmed, and ownership guideline compliance.
SAY-ON-PAY & SHAREHOLDER FEEDBACK
- 2024 advisory vote on executive compensation received approximately 93% support; Compensation Committee considers vote outcomes in program design.
Committee Snapshot
| Committee | Role | Meetings (2024) | Notes |
|---|---|---|---|
| Executive | Chair (Tillett) | 2 | Acts on delegated authority between Board meetings; independence except CEO |
Director Compensation Detail (Context for Pay-for-Performance Analysis)
| Fee Type (2024) | Amount |
|---|---|
| Board cash retainer | $50,000 |
| Chair additional fee | $80,000 |
| Executive Committee per meeting | $1,000 (≥1 hour) / $500 (<1 hour, telephonic) |
| Director equity retainer | $65,000 (unrestricted shares) |
| 2025 updates | Cash retainer $60,000; equity $80,000; audit member $15,000; other committee member $10,000 |
Related Party and Risk Policies
- Conflicts of Interest Policy requires disclosure to General Counsel and Audit Committee review.
- Insider Trading Policy governs transactions; annual certifications required.
- Related-party transactions during 2024 (e.g., director/officer banking relationships) were ordinary course, market terms, normal risk.