Derica W. Rice
Carlyle GroupAbout Derica W. Rice
Independent director at The Carlyle Group Inc. (CG); age 60; director since March 8, 2021; currently serves on the Audit and Compensation Committees and has been designated an “audit committee financial expert.” Education: B.S. in Electrical and Electronics Engineering (Kettering University) and MBA (Indiana University). Background includes EVP, Global Services and CFO at Eli Lilly (2006–2017) and EVP of CVS Health and President of CVS Caremark (2018–2020). He is affirmatively determined independent by the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CVS Health | EVP of CVS Health; President, CVS Caremark | Mar 2018 – Feb 2020 | Led pharmacy benefits management business operations |
| Eli Lilly and Company | EVP, Global Services; Chief Financial Officer | 2006 – 2017 | Extensive finance and global operations oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bristol-Meyers Squibb Company | Director | Current | Audit Committee; Compensation and Management Development Committee |
| Target Corporation | Director | Current | Audit and Finance Committee; Infrastructure and Investment Committee |
| The Walt Disney Company | Director | Current | Audit Committee |
Board Governance
- Committees: Audit Committee member; Compensation Committee member; designated audit committee financial expert. Audit Committee chaired by William J. Shaw; Compensation Committee chaired by Anthony Welters.
- Independence: Board affirmed Rice’s independence under Nasdaq, SEC, and CG Governance Policy.
- Attendance: In 2024, Board met 7 times; Audit 10; Compensation 6; each incumbent director attended at least 75% of meetings of the Board and committees on which they served. All incumbent directors attended the 2024 Annual Meeting except one due to a conflict.
- Board term and election: Nominated for election to serve a one‑year term; Board recommends FOR all nominees.
- Governance practices: Prohibition on short sales/derivative transactions and hedging of CG stock; pledging generally prohibited absent prior approval; directors have stock ownership requirements; executive officer clawback policies in place.
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual Cash Retainer (2024) | $140,000 | Cash-based portion of non‑employee director retainer; 2024 increase approved by Board |
| Committee Chair Fees | $0 | Not applicable; Rice is not a committee chair (Audit Chair $40,000; Compensation Chair $25,000; Nominating Chair $25,000) |
| Lead Independent Director Fee | $0 | Not applicable; Lead Independent Director additional $65,000 applies to Mark S. Ordan |
| Fees Earned or Paid in Cash (2024, reported) | $140,000 | As disclosed in Director Compensation Table |
- Deferral election program available to non‑employee directors (cash or RSUs can be deferred into deferred RSUs or shares).
Performance Compensation
| Equity Award | Grant Date | Grant-Date Fair Value | Units/Status | Vesting |
|---|---|---|---|---|
| Annual RSU grant (retainer equity) | May 1, 2024 | $198,859 | 5,004 RSUs unvested as of 12/31/2024 | Time‑vesting; scheduled to vest May 1, 2025 |
- Director equity is time‑based RSUs tied to service; no option awards or performance‑vesting metrics disclosed for directors.
- Under stock ownership guidelines, unvested time‑based RSUs count toward ownership requirements.
Performance Metric Table (Director Equity)
| Metric | Applies to Director Awards | Disclosure |
|---|---|---|
| Stock price/appreciation hurdles | No | Director RSUs are time‑vesting; no stock price hurdles disclosed |
| TSR relative performance | No | Not applicable to director grants; applies to certain executive PSUs only |
| ESG/revenue/EBITDA targets | No | Not disclosed for director compensation |
Other Directorships & Interlocks
| Company | Overlapping/Interlock Considerations |
|---|---|
| Bristol-Meyers Squibb Company | Healthcare; no related‑party transactions with CG disclosed |
| Target Corporation | Consumer retail; no related‑party transactions with CG disclosed |
| The Walt Disney Company | Media/entertainment; no related‑party transactions with CG disclosed |
- Compensation Committee Interlocks: CG discloses interlocks generally and directs to “Certain Relationships and Related Transactions”; no Rice‑specific interlock concerns disclosed.
Expertise & Qualifications
- Skills: Accounting and Finance; Branding and Marketing; Global Perspective; Government/Public Policy/Regulatory Affairs; Risk Management and Compliance; Senior Executive and Corporate Governance; Succession Planning and Human Capital Management; Sustainability.
- Audit committee financial expert designation.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Derica W. Rice | 24,656 | <1% | Includes 4,193 shares held indirectly by spouse; includes 5,004 RSUs vesting within 60 days of April 4, 2025 |
- Stock ownership guidelines: Non‑employee directors must own ≥5x base annual cash retainer within 5 years; Rice is in compliance.
- Pledging/Hedging: Company prohibits short sales/derivatives and hedging, and generally prohibits pledging absent prior approval; no pledging by Rice disclosed (contrast: Rubenstein disclosed pledge of 7,000,000 shares).
Governance Assessment
- Board effectiveness: Rice brings CFO‑level financial rigor and large‑cap governance experience, serving as audit committee financial expert and on CG’s Audit and Compensation Committees—supportive of risk oversight and pay governance.
- Independence and attendance: Affirmed independent; committee workloads are significant (Audit 10; Compensation 6 meetings in 2024); attendance threshold met by all incumbents.
- Ownership alignment: Compliant with 5x retainer guideline; ongoing RSU grants and deferral options support long‑term alignment; beneficial ownership <1% is typical for non‑employee directors at CG given founder concentration.
- Compensation structure: Mix of cash retainer and time‑vesting RSUs ($140,000 cash; ~$205,000 RSU retainer grant with 2024 grant FV $198,859) is standard; no options or performance metrics tied to director pay—reduces conflict risk but limits pay‑for‑performance signaling at the director level.
- Potential conflicts/RED FLAGS:
- No CG‑related party transactions disclosed for Rice; independence reaffirmed.
- Multiple external board commitments (BMS, Target, Disney) increase workload; however, service on audit/comp/finance committees evidences high expertise rather than conflict; monitor time commitment.
- Hedging/pledging policy mitigates alignment risks; no Rice pledges disclosed.
Net view: Rice’s deep finance background, audit expertise, and compliance with ownership guidelines support investor confidence in CG’s board oversight of financial reporting and compensation. No related‑party or pledging concerns disclosed; director compensation and attendance are within governance norms.