Richard Kerley
About Richard Kerley
Independent director since February 2019; age 75. Kerley is Audit Committee Chair and the Board-designated audit committee financial expert, and also serves on the Corporate Governance & Nominating and Legal & Compliance Oversight committees. He is independent under Nasdaq and SEC rules, and the Board maintains a separated Chair and CEO structure. In FY2025, the Board met four times and each director attended at least 75% of combined Board and applicable committee meetings; independent directors met in regular executive sessions.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Audit Partner | 1981–2005 | 30+ years audit experience; foundational to “audit committee financial expert” designation at CVCO |
| Fender Musical Instruments Corp. | Chief Financial Officer | 2005–2008 | Led finance for privately held global manufacturer |
| Peter Piper, Inc. | Chief Financial Officer; Director | 2008–2014 | CFO and director through sale to CEC Entertainment |
External Roles
| Company | Exchange/Ticker | Role | Tenure | Committee Roles |
|---|---|---|---|---|
| ModivCare Inc. | Nasdaq: MODV | Director | 2010 – Apr 2025 | Audit Committee Chair; Compensation Committee Chair |
| The Joint Corp. | Nasdaq: JYNT | Director | 2014 – May 31, 2019 | Compensation Committee Chair; Audit Committee Member |
Board Governance
| Dimension | Details |
|---|---|
| Independence | Independent (Board majority independent; only CEO is non-independent) |
| Current CVCO Committee Assignments | Audit Committee (Chair, Audit Committee Financial Expert); Corporate Governance & Nominating (Member); Legal & Compliance Oversight (Member) |
| Committee Meeting Counts (FY2025) | Audit: 5 meetings; Legal & Compliance Oversight: 4; Corporate Governance & Nominating: 4 |
| Board Meetings/Attendance | Board met 4 times; each director attended ≥75% of Board+committee meetings; all directors attended 2024 annual meeting |
| Related-Party Oversight | Audit Committee reviews/approves related-party transactions; none reportable in FY2025 |
| Risk/Cyber Oversight | Cyber risk oversight allocated to Legal & Compliance Oversight (Board) and Audit (materiality review) |
Fixed Compensation
| Component (FY2025) | Amount |
|---|---|
| Annual cash retainer (non-employee director) | $75,000 |
| Audit Committee Chair fee | $20,000 |
| Corporate Governance & Nominating Committee Member fee | $7,500 |
| Legal & Compliance Oversight Committee Member fee | $7,500 |
| Total cash fees earned (Kerley) | $110,000 |
Notes: No per-meeting fees; non-employee Chairman receives an additional $50,000 (not applicable to Kerley).
Performance Compensation
| Equity Type | Grant date | Shares/Units | Grant date fair value | Vesting |
|---|---|---|---|---|
| Annual RSU award (non-employee directors) | Jul 30, 2024 | 286 RSUs (unvested at FY-end) | $120,114 | 100% on 1-year anniversary (or next annual meeting, if earlier) |
Policy: Except for the Chairman (who receives ~$170,000 in RSUs), all non-employee directors receive ~$120,000 in time-based RSUs; no options as part of director equity in FY2025.
Other Directorships & Interlocks
- Current public boards: None disclosed after ModivCare term ended April 2025.
- Potential interlocks: None disclosed between Kerley’s outside boards and CVCO’s executive/compensation committees; CVCO confirms no compensation committee interlocks in FY2025.
- Related-party transactions: None reportable in FY2025.
Expertise & Qualifications
- Audit committee financial expert under SEC rules; possesses accounting and financial management expertise required by Nasdaq.
- Deep audit/finance background (Deloitte audit partner; CFO at Fender and Peter Piper), bringing extensive audit, financial and operational expertise to CVCO.
- Committee leadership experience across audit, compensation, and governance at other public companies.
Equity Ownership
| Holder/Type | Shares | Notes |
|---|---|---|
| Total beneficial ownership (Kerley) | 7,669 | <1% of outstanding shares |
| Of which: Kerley Family Trust | 7,383 | Included in beneficial ownership |
| RSUs vesting within 60 days (included in beneficial) | 286 | Included per SEC beneficial ownership rules |
| Options | — | No options disclosed for Kerley; only Blount holds options among directors |
| Anti-hedging/pledging policy | Prohibits hedging, pledging, short sales, derivatives; no hardship exemption for directors/officers | |
| Director ownership guideline | ≥5x annual cash retainer within five full fiscal years; individual compliance status not disclosed |
Ownership base: 8,001,491 shares outstanding as of June 2, 2025 (net of treasury) for percentage calculations in proxy.
Governance Assessment
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Strengths
- Audit Committee Chair with SEC-designated “financial expert” credentials; strong oversight of financial reporting, internal controls, and related-party transactions.
- Independent director with multi-decade audit/CFO background; sits on governance and compliance committees, supporting board effectiveness and risk oversight.
- Solid alignment via director equity: ~$120,000 in RSUs, vesting after one year; combined with cash of $110,000 implies a balanced cash/equity mix.
- Robust governance policies: anti-hedging/pledging; stock ownership guidelines; regular executive sessions; separated Chair/CEO.
- No related-party transactions disclosed; no compensation committee interlocks; Section 16 filings compliant in FY2025.
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Watch items
- Attendance detail is aggregated company-wide (≥75% standard met), but individual attendance percentages are not disclosed.
- Ownership guideline compliance for individual directors is not disclosed; monitoring progression to 5x retainer recommended.
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Market confidence indicators
- Say-on-pay support exceeded 98% at the 2024 annual meeting, indicating strong shareholder support for CVCO’s compensation governance.