Curtis E. Stephens
About Curtis E. Stephens
Independent Director (age 59) serving since 2022 with ~3 years of board tenure. Background spans executive, entrepreneurial, and advisory roles in consumer services, transportation, real estate, manufacturing, technology, and sports/entertainment. Education: MBA (Virginia Commonwealth University) and BA in Economics (Rutgers University); additional certificates from Harvard Business School, Directors Chief Risk Officer Institute, and Private Directors Association .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NIL Metaverse Studios, Inc. | Co‑Founder | 2021–Present | Early-stage Web3 platform in collegiate NIL space |
| United Network for Collegiate Pantry Sharing, Inc. | Chief Operating Officer (fractional) | 2020–Present | Operational leadership addressing student food insecurity |
| StoneMor Partners, L.P. | Area VP – Administration, Mid‑Atlantic | 2019 | Managed and mitigated legal and regulatory compliance risks |
| Marketing Xchange Worldwide, LLC | Managing Director; NFLPA Certified Contract Advisor | 1997–2017 | Contract negotiation and venture management for NFL athletes |
| Stephens Transportation Corporation | VP, Administration & Operations | 2010–2018 | Administration and operations leadership |
External Roles
| Organization Type | Role | Public Company? | Notes |
|---|---|---|---|
| Various (as above) | Executive/Founder/Advisor | No public company directorships disclosed | Proxy does not list any other public company board seats |
Board Governance
- Independence: Classified as an Independent Director under Nasdaq/SEC standards .
- Committees: Member, Investment/Interest Rate Risk Committee and Enterprise Risk Management (ERM) Committee; not a chair .
- Attendance and engagement: Board met 18 times in 2024; all directors attended ≥75% of board plus committee meetings and attended the May 22, 2024 Annual Meeting .
- Board leadership: Chairman is not independent; Lead Independent Director (Gregory W. Feldmann) facilitates independent oversight and executive sessions of independent directors .
- Risk oversight: ERM Committee oversees multi‑category risk framework; Stephens’ ERM membership aligns with risk governance priorities .
Fixed Compensation
| Year | Cash Retainer ($) | Chair Fees ($) | Total Cash ($) |
|---|---|---|---|
| 2024 | 38,800 | 0 (not a chair) | 38,800 |
| 2025 (approved schedule) | 42,000 (standard director) | Not applicable to Stephens (only for chairs) | 42,000 (if role unchanged) |
- No per‑meeting fees; retainers payable monthly .
- Nonqualified deferred comp election available to directors, but none elected for 2024 .
Performance Compensation
| Year | Equity Type | Grant Value ($) | Shares/Units | Vesting |
|---|---|---|---|---|
| 2024 | Restricted Stock (Annual Stock Retainer) | 30,010 | Determined by 90‑day average price at grant; each non‑employee director held 2,330 unvested shares at 12/31/24 | 1‑year vest |
| 2025 (approved schedule) | Restricted Stock (Annual Stock Retainer) | 33,000 | Number of shares based on pricing mechanics | 1‑year vest |
- Director equity is time-based; no performance metrics tied to director awards disclosed .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict |
|---|---|---|
| None disclosed | — | No public company directorships or interlocks reported in proxy |
Expertise & Qualifications
- Finance/risk/operations/technology exposure through executive and advisory roles; formal risk credentials via Directors Chief Risk Officer Institute certificate .
- Board skills matrix reflects risk management and technology breadth across directors; Stephens contributes to ERM and investment/interest rate risk oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Curtis E. Stephens | 7,230 | <1% | Includes restricted shares not yet vested; no pledges disclosed for Stephens |
- As of 12/31/24, each non‑employee director held 2,330 restricted shares (1‑year vest) from 2024 stock retainer .
- Company insider trading policy prohibits shorting, margin accounts, and pledging (except grandfathered) and restricts hedging/speculative trading .
- Pledging red flag elsewhere: Chairman Haskins has 20,000 shares pledged; no such disclosure for Stephens .
Governance Assessment
-
Strengths:
- Independent director with risk governance footprint via ERM and Investment/Interest Rate Risk committees—positive for risk oversight .
- Solid engagement (≥75% attendance; present at annual meeting) supports board effectiveness .
- Director pay mix includes equity retainer, aligning with shareholders; modest cash level vs peers per consultant benchmarking framework .
- Robust clawback policies and hedging/pledging restrictions enhance governance posture .
-
Watch items / RED FLAGS:
- Discretionary bonuses to executives in 2024 increased total bonus payout to 139% of target despite non‑performing loan headwinds—monitor compensation discipline and rationale clarity; not directly about director pay but relevant to oversight of pay-for-performance .
- Related‑party legal payments to Chairman’s firm ($462k in 2024) underscore need for continuing independent oversight and rigorous related‑party controls; no Stephens-specific transactions disclosed .
- Prior non‑achievement of 2022–2024 executive performance units (0% earned) due to NPA and efficiency outcomes—comp committee raised 2024 PU targets to 67th percentile; oversight effectiveness is a focus area for ERM/Comp members .
-
Shareholder signals:
- 2024 Say‑on‑Pay approval at 86.1%—generally supportive but below ~90%+ best‑practice thresholds; continued engagement advisable .
Overall, Stephens’ independence, committee roles in risk oversight, and aligned director equity retainer support investor confidence. Governance risks reside more in company-level compensation discretion and related‑party payments to the Chairman’s law firm, not in Stephens’ own profile .