Pamela J. Royal, M.D.

About Pamela J. Royal, M.D.

Independent director since 2013 (age 62 as of March 1, 2025). Dr. Royal is President and owner of Royal Dermatology and Aesthetic Skin Care, Inc. (since 1990) and a practicing physician; she holds a B.A. from Hampton University and an M.D. from Eastern Virginia Medical School . The Board has determined she is independent under NYSE and company standards and designated her an “audit committee financial expert” .

Past Roles

External Roles

Board Governance

• Committees: Audit Committee member (9 meetings in 2024) and Chair of the Nominating, Governance and Sustainability (NGS) Committee (4 meetings in 2024) .
• Independence: Board affirmed Dr. Royal’s independence; all Board committees are 100% independent .
• Attendance and engagement: The Board met nine times in 2024; each director attended at least 75% of Board and committee meetings; directors attended the 2024 Annual Meeting; independent directors meet in executive session at each regular Board meeting .
• Lead Independent Director structure: Robust LID role with defined duties; LID does not chair committees to focus on governance; indicates strong independent oversight framework .
• Committee mandates: NGS oversees board refreshment, committee composition, annual board/committee self-evaluations, sustainability governance, stakeholder engagement, and Corporate Governance Guidelines compliance .

Fixed Compensation (Non‑Employee Director)

Performance Compensation (Equity/Deferral)

• Plan features: Directors may defer cash retainers/meeting fees and/or stock retainers into stock unit accounts; stock units credited with dividend equivalents; distributions upon Board departure; departure stock grant of 1,000 shares (plus 1,000 for each position held—Lead Director or committee chair—in the year before departure) if ≥5 years of service; no stock options or restricted stock granted in 2024 and none outstanding .
• Ownership guidelines: Within 4 years, hold the lesser of 12,000 shares or 5x combined cash+stock retainers; all directors with ≥4 years on the Board have met requirements; hedging, margin accounts, and pledging are prohibited .

Other Directorships & Interlocks

• Public company boards: None disclosed for Dr. Royal in the last five years; her roles are civic/non‑profit .
• Compensation committee interlocks: Company discloses none across CTD membership and officer boards; supports independence of compensation oversight (context) .

Expertise & Qualifications

• Governance, risk, and financial literacy: Designated “audit committee financial expert”; brings regulatory, privacy/cybersecurity and insurance experience from medical industry; leadership and talent management from operating a business >30 years; strong community/customer perspective aligned with D’s service territories .

Equity Ownership

• Ownership concentration: No individual director/officer (nor the group) owns >1% of outstanding shares (as of Mar 14, 2025) .
• Insider trades: Dr. Royal purchased 3,246 shares on May 8, 2025 for $177,491 (open-market Form 4), a positive alignment signal .

Governance Assessment

• Strengths

  • Independence and role clarity: Independent director; Audit financial expert; chairs NGS (board refreshment, sustainability oversight, governance evaluations) .
  • Attendance/engagement: Meets attendance expectations; executive sessions at every regular meeting; directors attend annual meetings .
  • Ownership alignment: Meets director ownership guidelines; recent insider purchase enhances skin‑in‑the‑game; hedging/pledging prohibited .
  • Compensation structure: Balanced cash+equity; independent consultant review (FW Cook); no options/restricted stock for directors in 2024; departure grant policy promotes tenure .

• Potential Conflicts/Red Flags

  • Related‑party transactions: None disclosed for Dr. Royal; company reported only (i) employment of a former director’s son and (ii) ordinary‑course asset management services by 5% holders Vanguard/BlackRock under arm’s‑length terms—no issues tied to Dr. Royal .
  • Pledging/hedging: Explicitly prohibited for directors—reduces alignment risk .
  • Attendance: No low‑attendance flags—Board reported all directors ≥75% .

• Broader governance context relevant to investor confidence

  • 100% independent committees; strengthened committee architecture in 2024; clear LID duties; annual evaluations with individual director interviews; proxy access and special meeting rights .

Director Compensation Summary

Committee Assignments (2024 Activity)

Say‑On‑Pay & Shareholder Feedback (context for board oversight of pay)

• Shareholder outreach: Reached out to holders of ~56% of shares; met with ~44% in 2024; topics included governance, pay metrics, and sustainability .
• Say‑on‑pay support: 95.1% approval in 2024 (up from 91.7% in 2023) .
• Pay practice evolution: LTIP moved to PSUs; sustainability metric (Non‑Carbon Emitting Generation Capacity) retained; peers use similar metrics; Board recommended voting against a proposal to eliminate non‑carbon generation metric .

Notes on Related‑Party Exposure and Policies

• Related‑party transaction guidelines require NGS prior review of transactions >$120,000; only specified items in 2024 (former director’s son; 5% shareholders Vanguard/BlackRock service fees) were approved; no Dr. Royal RPTs disclosed .
• Directors prohibited from hedging/pledging/margin accounts to protect alignment; expense reimbursements available; no tax gross‑ups for directors .

Overall Implication for Investors

• Dr. Royal’s governance profile reflects strong independence, committee leadership in NGS, and financial literacy suitable for Audit oversight—supportive of board effectiveness. Her recent open‑market share purchase and compliance with ownership guidelines further align incentives, with no disclosed conflicts or attendance concerns—net positive for investor confidence in D’s governance .