Judith Giacin
About Judith A. Giacin
Founding member of Horvath & Giacin, P.C., a Certified Public Accounting firm, with 40+ years as a CPA; MBA from Rutgers University; age 78; director since 2007. The board has designated her an “audit committee financial expert.” She is an independent director under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Horvath & Giacin, P.C. | Founding member; Certified Public Accountant | 40+ years (noted as career length) | Deep accounting/finance expertise; audit committee financial expert designation |
| Rutgers University | MBA (Education) | Not disclosed (degree earned) | Advanced finance/management training |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| New Jersey Society of Certified Accountants | Member | Not disclosed | Professional standards and continuing education |
| American Institute of Certified Public Accountants (AICPA) | Member | Not disclosed | National CPA professional body |
Board Governance
- Committees and chair roles: Audit Committee chair; member of Compensation/HR Committee; both committees comprised of independent directors; Giacin is the board-designated audit committee financial expert .
- Independence: Independent under Nasdaq standards (2025: all directors except Distler, Dietzler, Barrett; 2024/2023: all except Distler, Dietzler) .
- Attendance and engagement: In 2024, board held 11 meetings; Audit 4; Compensation/HR 6; Nominating 1; each director attended at least 75% of aggregate meetings; board encourages annual meeting attendance (all directors attended in 2024 except Barrett who joined later) . Similar cadence and 75%+ attendance in 2023 (board 11; Audit 4; Compensation/HR 4; Nominating 1) and 2022 (board 11; Audit 4; Compensation/HR 4; Nominating 1) .
- Board leadership: Independent chair (Richard J. Gillespie); CEO separate (Edward J. Dietzler) .
Fixed Compensation
Annual director compensation mix (cash retainer and RSUs):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Cash fees ($) | $40,000 | $80,000 | $80,000 |
| RSU grant-date fair value ($) | $20,228 | $32,490 | $55,522 |
| All other comp ($) | $0 | $0 | $0 |
| Total ($) | $100,228 | $112,490 | $135,522 |
Observations:
- RSU grant values increased year-over-year (2022→2024) while cash fees held steady at $80k in 2023–2024, indicating a growing equity component to director pay .
Performance Compensation
- Directors receive RSUs with one-year cliff vesting (each RSU represents a contingent right to one share or cash upon vesting); no performance metrics tied to director RSU vesting were disclosed .
- Unvested RSUs outstanding (as of year-end):
| Metric | 12/31/2022 | 12/31/2023 | 12/31/2024 |
|---|---|---|---|
| Unvested RSUs (count) | 650 | 1,000 | 1,250 |
| Vesting term | One-year cliff | One-year cliff | One-year cliff |
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | Aside from Martin Tuchman’s role at FTAI Aviation Ltd., the proxy states no other directors (including Giacin) serve on registrant boards; implies no public-company interlocks for Giacin . |
Board-level related party exposures (context for governance risk, not tied to Giacin):
- Headquarters leased from JAT Holdings (owned by director Stephen Distler); ~$275,000 rent in 2024 (and ~$315,000 in 2023); approved by disinterested independent directors .
- Branch lease with Princeton International Properties (owned by director Martin Tuchman); $34,968 rent in 2024 .
- Change-in-control payment to Susan Barrett ($320,362) upon Cornerstone acquisition .
- Loans to certain directors/affiliates made on market terms, ordinary course, approved by board; no adverse features noted .
Expertise & Qualifications
- CPA (40+ years), founding member of an accounting firm; MBA (Rutgers) .
- Audit committee financial expert per SEC regulations .
- Professional memberships: NJ Society of Certified Accountants; AICPA .
Equity Ownership
Beneficial ownership and instruments:
| Metric | As of 3/3/2023 (Record Date) | As of 3/4/2024 (Record Date) | As of 3/7/2025 (Record Date) |
|---|---|---|---|
| Shares beneficially owned (count) | 52,187 | 49,687 | 43,937 |
| Ownership % | <1% (“*”) | <1% (“*”) | <1% (“*”) |
| Options included (exercisable within 60 days) | 20,500 | 17,000 | 10,000 |
| Director option position (summary) | 20,500 options outstanding (various strikes/expirations) | 17,000 options outstanding | 10,000 fully vested options @ $18.17 expiring 7/15/2025 |
| Unvested RSUs outstanding | 650 | 1,000 | 1,250 |
Note: 2025 director option disclosure indicates fully vested options at $18.17 strike expiring July 15, 2025 .
Governance Assessment
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Strengths:
- Long-tenured independent director with deep accounting expertise; designated audit committee financial expert; chairs Audit Committee—critical for financial reporting integrity .
- Consistent committee service (Audit chair; Compensation/HR member) with strong attendance culture (>75% across board/committees annually) .
- Increasing equity component in director pay enhances alignment, complemented by modest cash retainer .
- No disclosed related-party transactions tied to Giacin; no external public-company board interlocks, lowering conflict risk .
-
Watch items / RED FLAGS:
- Late Section 16 filing in 2023 (reported in 2024 proxy): Ms. Giacin inadvertently filed one Form 4 late (one transaction). While minor, late filings can signal process rigor issues; monitor future compliance .
- Board-level related party transactions (leases with companies owned by other directors) require continued independent oversight and fair-market validation to protect minority shareholders .
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Overall: Giacin’s audit leadership, independence, and professional credentials support board effectiveness and investor confidence. The single late Form 4 is a modest compliance blemish; continued vigilance on board-related party transactions (not involving Giacin) remains prudent .
Additional context: Independent chair structure and separated CEO/Chair roles strengthen risk oversight; all audit/compensation/nomination committees are fully independent .