Ruth Person
About Ruth J. Person
Independent director at Biglari Holdings Inc. (BH-A) since 2002; age 79 as of the 2025 proxy. Former Chancellor of the University of Michigan–Flint (2008–2014) and Professor of Management (2008–January 2024). Designated “audit committee financial expert” by the Board and determined independent under NYSE standards; attended the 2024 Annual Meeting and has consistently met or exceeded attendance thresholds in recent years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Michigan–Flint | Chancellor | 2008–2014 | Led academic and administrative functions . |
| University of Michigan–Flint | Professor of Management | 2008–Jan 2024 | Management faculty role . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Michigan–Flint | Professor of Management | 2008–Jan 2024 | Academic leadership experience . |
Board Governance
- Committee assignments: Audit Committee member (audit committee financial expert); Compensation Committee member. Both committees comprised solely of independent directors; BH-A is a “controlled company” and does not maintain a governance and nominating committee .
- Independence and engagement: Board determined Person is independent (NYSE); attended all Board and committee meetings in 2024 and 2023; met “≥75% attendance” thresholds in 2022 and 2021; attended the 2024 and 2018 Annual Meetings .
| Metric | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|---|---|
| Board meetings held (#) | 3 (plus 2 consents) | 7 | 5 | 6 (incl. 2 consents) | 4 | 5 | 4 |
| Director attendance | All | All | ≥75% | ≥75% | ≥75% | All | All |
| Audit Committee meetings (#) | 4 (+1 consent) | 5 | 5 | 6 (+1 consent) | 5 | 5 | 5 |
| Compensation Committee meetings (#) | 1 (+2 consents) | 1 | 1 consent | 1 | 1 | 1 | 2 |
| Non‑management director sessions (#) | 2 | 1 | 1 | 1 | 1 | 1 | 2 |
Fixed Compensation
- Structure: Directors receive cash only (no stock grants/options); BH-A eliminated meeting attendance fees beginning in 2021. Current non-employee director annual cash retainer $90,000; committee chair (Audit/Compensation) additional $10,000. BH-A does not provide D&O insurance to directors .
- Historical meeting fee schedule (pre-2021): $3,500 per in‑person Board meeting; $1,250 in‑person committee (not in conjunction with Board); $500 committee with Board; $500 phone participation .
| Fees Earned or Paid in Cash ($) | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|---|---|
| Ruth J. Person | $70,000 | $72,500 | $67,500 | $70,000 | $76,667 | $88,750 | $90,000 |
Performance Compensation
| Component | Disclosed Terms |
|---|---|
| Stock awards (RSUs/PSUs) | None; BH-A does not grant stock to directors . |
| Stock options | None; BH-A does not issue options to directors . |
| Performance metrics tied to director pay | None disclosed (director pay is fixed cash retainer structure) . |
| Clawbacks/COC for directors | Not disclosed for directors. |
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Other public company boards | Not mentioned in BH-A director biographies for Person; biography cites academic roles (U-M Flint) . |
| Compensation Committee interlocks (2019) | No interlocks: none of BH executive officers served on boards/comp committees of entities where BH Compensation Committee members (incl. Person) served as executive officers . |
Expertise & Qualifications
- Audit committee financial expert designation; extensive leadership experience in academic institutions .
- Board-declared independence under NYSE standards .
Equity Ownership
| Metric | 2019 | 2020 | 2021 | 2022 | 2023 | 2025 |
|---|---|---|---|---|---|---|
| Class A shares (Person) | 51 | 51 | 51 | 51 | 51 | 51 |
| Class B shares (Person) | 511 | 511 | 511 | 511 | 511 | 511 |
| Ownership % | <1% of voting Class A; <1% aggregate economic interest (each year) |
Governance Assessment
- Strengths:
- Independence and “audit committee financial expert” designation provide oversight credibility on financial reporting and controls .
- Consistent attendance: “all meetings” in 2024 and 2023; ≥75% thresholds met in 2022 and 2021 .
- Structural risks:
- Controlled company status; no governance & nominating committee; no lead independent director (Board has explicitly not named one) .
- BH-A states it does not provide D&O insurance to directors, which may affect director recruitment/retention and perceived protection .
- Director compensation entirely cash without equity; Person holds minimal personal share ownership (<1%), limiting explicit pay-for-performance alignment at the Board level .
- Engagement signals:
- Member of both Audit and Compensation Committees; participates in executive sessions of non‑management directors (held regularly) .
RED FLAGS: Controlled company exemptions (reduced committee structure), absence of a governance & nominating committee, no lead independent director, no D&O insurance for directors, and low personal share ownership by Person (<1%) .