Joseph DeAngelo
About Joseph J. DeAngelo
Independent director since September 17, 2024; age 63. Currently Audit Committee Chair and member of the Nominating & Corporate Governance Committee. Prior CEO/Chairman of HD Supply and current director at Vertiv; brings extensive operating and audit oversight experience. The Board has affirmatively determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HD Supply Holdings, Inc. | Chairman, President & CEO | Began March 2015; served until acquisition by The Home Depot in 2020 | Led large industrial distributor; prior President & CEO since Jan 2005; board member since Aug 2007 |
| The Home Depot | EVP & COO | 2007 | Large-scale retail operations leadership |
| HD Supply | EVP | 2005–2006 | Senior operating leadership |
External Roles
| Company | Role | Since/Through |
|---|---|---|
| Vertiv Holdings Co (NYSE: VRT) | Director | Since October 2022 |
Interlock note: CompoSecure Executive Chairman David M. Cote is also Executive Chairman of Vertiv’s board, creating an external network interlock with DeAngelo at Vertiv .
Board Governance
| Item | Detail |
|---|---|
| Board Class | Class II director (term expiring at 2026 annual meeting) |
| Committee Assignments | Audit Committee Chair; Nominating & Corporate Governance Committee member |
| Current Audit Committee Composition | DeAngelo (Chair), Brian Hughes, Dr. Krishna Mikkilineni (per Audit Committee report) |
| Independence | Board determined DeAngelo independent (Nasdaq) |
| Attendance | In FY2024, no director attended fewer than 75% of Board/committee meetings during service |
| Meetings (FY2024) | Board: 11; Audit: 6; Compensation: 6; Nominating & Corporate Governance: 2 |
| Controlled Company Status | CMPO is a “controlled company” (≈50.5% voting power held by Resolute affiliates); relies on certain Nasdaq exemptions though maintains majority independent board |
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| 2024 Fees Earned (DeAngelo) | $21,429 | Prorated for partial year service |
| Annual Board Cash Retainer | $50,000 | Policy in effect; unchanged in Oct 2024 amendments |
| Audit Chair Retainer | $25,000 | Increased from $20,000 in Sept/Oct 2024 |
| Committee Member Retainers | Eliminated (non-chair) | Eliminated under Oct 1, 2024 policy change |
Performance Compensation
| Grant Type | 2024 Detail | Vesting/Terms |
|---|---|---|
| Option Awards (DeAngelo) | $333,333 grant-date fair value; 46,490 options outstanding at 12/31/2024; exercise price $7.17 | Options vest in four equal annual installments; exercise price at FMV on grant date |
| Equity Policy (Non-Employee Directors) | Initial Option Award $200,000; Annual Option Award $200,000 (prorated if mid-cycle); “Continuing Director Uplift” $50,000 options for prior RSU recipients in 2024 | Amended Director Compensation Policy effective Oct 1, 2024; vest over 4 years |
| Cash-to-Option Conversion | May elect to convert 25–100% of annual cash compensation into options (Option Conversion Program) | Deferral component discontinued |
No performance metrics apply to director equity; options are time-vested and at-risk with stock price .
Other Directorships & Interlocks
| Entity | Overlap/Interlock | Implication |
|---|---|---|
| Vertiv Holdings Co | DeAngelo (Director) and David M. Cote (Exec Chairman) | External governance network link; potential information flow channel; monitor for related-party or competitive overlaps (none disclosed) |
Expertise & Qualifications
- Financial literacy, accounting/audit/capital allocation, risk management, corporate governance, global operations, M&A, C‑suite leadership, compensation/talent, HR, manufacturing/quality, retail, compliance/ethics, marketing/sales; public company CEO/board experience .
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial Ownership (Class A shares) | 45,045 shares; <1% of outstanding (as of Apr 3, 2025) |
| Director Equity Outstanding | 46,490 options (no stock awards outstanding at 12/31/2024) |
| Stock Ownership Guidelines | Non‑employee directors: 5x annual cash retainer; expected to meet within 5 years; includes RSUs (vested/unvested) and vested PSUs, excludes options |
| Hedging/Shorting Policy | Prohibits derivatives, short sales, and hedging transactions by officers/directors and covered persons |
Governance Assessment
-
Strengths
- Independent Audit Committee Chair with deep operating and audit oversight experience; Audit Committee explicitly oversees financial reporting, related-party transactions, and cybersecurity risk .
- Clean Section 16(a) disclosure for DeAngelo (proxy lists late filings only for two other directors) .
- Director equity shifted to options (time-vested, FMV strike) and optional cash-to-option conversion, improving pay-for-alignment versus RSUs used earlier in 2024 .
- Stock ownership guidelines for directors and clawback policy adopted and applied beyond SEC/Nasdaq minimums to broader senior leadership .
-
Watch items / RED FLAGS
- Controlled company: Resolute affiliates hold ~50.5% voting power; board maintains majority independence but relies on certain Nasdaq exemptions .
- Compensation Committee includes a non‑independent member (Thomas R. Knott) due to employment ties, permitted under controlled company exemptions; monitor for potential influence on executive pay .
- Delegation of authority under Letter Agreement allows Resolute Holdings to approve/issue equity for M&A and awards, concentrating capital allocation influence; governance risk if not transparently overseen by independent directors .
- External interlock at Vertiv with Executive Chairman David M. Cote; not a disclosed related‑party transaction, but increases network influence—appropriate to monitor for conflicts or preferential dealings (none disclosed) .
- Board family relationship (John D. Cote is son of Executive Chairman David M. Cote), raising broader board independence optics (not specific to DeAngelo but relevant to board effectiveness context) .
Additional Notes
- Audit Committee reported on auditor independence and recommended inclusion of FY2024 audited financials in the 10‑K (members: DeAngelo (Chair), Hughes, Mikkilineni) .
- Emerging Growth Company: CMPO is not required to hold a say‑on‑pay vote at this time; will do so when required .
- Meeting participation: FY2024 Board 11 meetings; no director under 75% attendance threshold; indicates baseline engagement .