David Richards
About David P. Richards
David P. Richards (age 73) has served as an independent director of BGC Group, Inc. since December 2017. He is Chairman of Prodrive Holdings Ltd., a British motorsport and advanced engineering group he co-founded in 1984, and previously chaired Aston Martin Lagonda Ltd. (2007–2013). He is a U.K. CBE honoree with accountancy training (five years of articles with a Liverpool chartered accountancy firm) and holds honorary doctorates/fellowships from the Universities of Wales, Coventry, Warwick, and Cranfield .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aston Martin Lagonda Ltd. | Chairman | 2007–2013 | Led governance at a public luxury auto manufacturer |
| BGC European GP Limited | Non‑executive Director | May 2009–June 2017 | Affiliate experience prior to BGC board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Prodrive Holdings Ltd. | Chairman | 1984–present | Motorsport and advanced engineering leadership |
| U.K. governing body of the Motor Sports Association | Chairman | Current | National motorsport governance role |
| FIA Foundation | Chairman of the Board of Trustees | Appointed Dec 2023 | International automotive-related charity |
| Phytome Life Sciences | Director | 2019–2023 | U.K. plant-based medical research company |
Board Governance
- Committee assignments: Member of Audit, Compensation, and Corporate Responsibility Committees; not a chair. The Audit Committee chair is Arthur U. Mbanefo; Compensation Committee chair is Linda A. Bell; Corporate Responsibility Committee chair is Arthur U. Mbanefo .
- Independence: The Board determined Richards qualifies as an “independent director” under Nasdaq rules; he is also designated an “audit committee financial expert” .
- Attendance and engagement: In 2024, each independent director attended 100% of Board and committee meetings; Richards met this threshold. The Board held 15 meetings, Audit Committee held 14, and the independent directors held 38 joint/special project meetings .
- Executive sessions: Independent directors meet without non‑independent directors at least twice per year .
- Governance context: BGC is a controlled company (Cantor/CFGM) but currently maintains a majority‑independent Board and independent committees; the company may consider relying on controlled‑company exemptions in the future. Chairman of the Board is Stephen M. Merkel (General Counsel), not independent .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | For non‑employee directors |
| Meeting fees – Board | $2,000 per meeting | Cap: no more than $3,000 aggregate per day; one paid meeting per calendar day |
| Meeting fees – Committees | $1,000 per meeting | Per meeting attended in person or by phone |
| Chair stipends | $25,000 (Audit), $15,000 (Comp), $15,000 (Corporate Responsibility) | Not applicable to Richards (not a chair) |
| Additional per diem | $1,000/day (up to $5,000/matter) | For directed Board/Committee work (e.g., interviews) |
| Reimbursement | Out‑of‑pocket expenses | Standard policy |
2024 actual director compensation (cash vs. equity):
| Metric | 2024 |
|---|---|
| Fees earned/paid in cash ($) | $147,000 |
| Stock awards ($) | $50,000 (RSUs) |
| Options ($) | — (none granted) |
| Total ($) | $197,000 |
Performance Compensation
Policy and annual grants:
- Initial RSU grant at appointment: RSUs equal to $70,000 (rounded to whole shares), vesting equally over two years, contingent on continued Board service .
- Annual RSU grant at re‑election: RSUs equal to $50,000, vesting equally over two years, contingent on continued Board service .
- No stock options are currently granted to directors; none outstanding for Richards as of year‑end 2024 .
RSU detail and vesting:
| RSU Metric | Dec 31, 2024 | Sep 16, 2025 |
|---|---|---|
| RSUs outstanding (count) | 15,615 | 3,937 |
| Vesting schedule (policy) | Two equal annual tranches for director grants | Two equal annual tranches for director grants |
Performance metrics tied to director RSUs: None disclosed. Director equity is service‑based with time‑vesting; no TSR or operating targets are applied to non‑employee director grants .
Other Directorships & Interlocks
- Current public company boards: None disclosed (past public role at Aston Martin ended 2013) .
- Compensation committee interlocks: None disclosed; all Compensation Committee members in 2024 were independent and had no relationships requiring SEC disclosure .
Expertise & Qualifications
- Designated audit committee financial expert under SEC rules; member of Audit Committee .
- Board matrix attributes include Business Operations, Finance/Accounting, Global Business, Environmental, Innovation/Strategy, Ethics/Integrity, Senior Leadership/CEO experience .
- Distinguished motorsport executive with governance roles in national and international bodies; CBE recognition .
Equity Ownership
| Metric | Value |
|---|---|
| Class A shares held directly | 13,092 shares |
| RSUs currently outstanding (receivable as shares) | 3,937 shares |
| Total beneficial ownership (shares) | 17,029 shares (<1% of Class A outstanding) |
| Ownership as % of Class A outstanding | <1% |
Alignment and policies:
- Hedging of BGC equity by directors is prohibited absent Audit Committee approval; company maintains insider trading pre‑clearance and hedging restrictions .
- No pledging or related‑party holdings disclosed for Richards; Section 16(a) filings were timely per company review .
Governance Assessment
- Strengths: Independent director with “audit committee financial expert” designation; 100% attendance; broad committee participation (Audit, Compensation, Corporate Responsibility); modest, standard director pay structure with balanced cash/equity and time‑vesting promoting alignment .
- Potential red flags (contextual): Controlled‑company status with significant Cantor/CFGM influence; non‑independent Board chair (General Counsel); presence of controlling shareholder family member on Board. These are structural governance considerations rather than Richards‑specific issues; related‑party transactions are overseen by the independent Audit Committee .
- Alignment: Richards’ ownership is small (<1%), typical for outside directors, but annual RSUs and service‑based vesting provide ongoing alignment. No director‑specific ownership guideline disclosure is provided in the proxy .
- Engagement: Board and committee cadence is high; independent directors also convened 38 special/joint project sessions in 2024, indicating active oversight. Executive sessions without non‑independent directors occur at least twice annually .
Overall, Richards’ independence, committee workload, financial oversight credentials, and consistent attendance support board effectiveness. The broader controlled‑company environment and non‑independent chair warrant continued monitoring, but Richards’ role appears well‑aligned with investor interests and governance best practices as disclosed .