Leroy C. Richie
DGLYAbout Leroy C. Richie
Leroy C. Richie is the Lead Outside Director of Digital Ally (DGLY), serving on the board since 2005. He is 83 years old, holds a B.A. from City College of New York (valedictorian), and a J.D. from NYU School of Law (Arthur Garfield Hays Civil Liberties Fellow), and has extensive legal and public company board experience, including as former Vice President and General Counsel for automotive legal affairs at Chrysler Corporation (1986–1997) . He currently chairs DGLY’s Compensation and Nominating & Governance committees, serves on the Audit Committee, and acts as lead independent director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chrysler Corporation | Vice President; General Counsel for automotive legal affairs | 1986–1997 | Directed all legal affairs for automotive operations |
| Federal Trade Commission (NY Office) | Director | 1978–1983 | Led NY office operations |
| White & Case | Associate | 1973–1978 | Corporate/legal practice |
| Lewis & Munday, P.C. (Detroit) | Of Counsel | 2004–2015 | Legal advisory role |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Infinity Energy Resources, Inc. (public) | Director | Since 1999 | Public company directorship; interlock with DGLY leadership (see assessment) |
| Columbia Mutual Funds (Ameriprise family) | Director | Until 2017 | Director of mutual fund family |
| OGE Energy Corp. (public) | Director | 2007–2014 | Public company directorship |
| Henry Ford Health System | Vice-Chairman of Board; Chair, Compensation Committee | Until 2019 | Chaired board compensation oversight |
Board Governance
- Independence and roles: Richie is independent under SEC/Nasdaq rules; he chairs Compensation and Nominating & Governance and serves on Audit (which consists entirely of independent directors). He is the board’s Lead Outside Director .
- Lead independent director responsibilities include calling and chairing executive sessions, serving as principal liaison between independent directors and the Chair/management, and influencing board agendas and performance evaluations .
- Attendance: The board held four meetings in 2023, and each director attended at least 75% of board and committee meetings; directors are expected to attend all meetings and the annual meeting .
- Executive sessions: Independent directors met regularly in executive sessions without management in 2023 and YTD 2024 .
Fixed Compensation
| Item | FY2023 |
|---|---|
| Annual cash retainer/fees | $60,000 |
Notes:
- No director stock awards or option awards were paid to Richie in FY2023 per the Director Compensation table (cash-only) .
- The proxy states non-employee directors received option grants “noted in the Director Compensation table,” but the table shows $0 for stock/option awards for 2023; rely on the tabular values .
Performance Compensation
Outstanding director option awards (as of 12/31/2023):
| Grant (Leroy C. Richie) | Options Exercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|
| Jul 8, 2031 | 5,000 | 33.40 | 7/8/2031 |
| May 1, 2030 | 3,750 | 41.80 | 5/1/2030 |
| May 24, 2029 | 3,000 | 60.20 | 5/24/2029 |
| Jul 5, 2028 | 2,500 | 44.00 | 7/5/2028 |
| Aug 14, 2027 | 1,500 | 60.00 | 8/14/2027 |
| May 11, 2026 | 500 | 78.40 | 5/11/2026 |
- Vested/exercisable options included in beneficial ownership total: 16,250 shares via vested options .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Notes |
|---|---|---|---|
| Infinity Energy Resources, Inc. | Public | Director (since 1999) | Digital Ally CEO/Chair Stanton E. Ross also has served as Infinity’s Chairman/President (historical), creating a board-level interlock; no related-party transactions with Infinity disclosed by DGLY |
| OGE Energy Corp. | Public | Former Director (2007–2014) | Past role |
| Columbia Mutual Funds | Funds | Former Director (until 2017) | Past role |
| Henry Ford Health System | Non-profit | Vice-Chair; Comp Chair (until 2019) | Past role |
Expertise & Qualifications
- Legal/regulatory: Former Chrysler VP and automotive GC; prior FTC NY Office Director; White & Case associate—deep legal, compliance, and governance background .
- Board leadership: Longstanding lead independent director with defined responsibilities enhancing independent oversight and board effectiveness .
- Education: B.A. (valedictorian), City College of New York; J.D., NYU School of Law (Hays Fellow) .
- Financial expertise designation: Audit Committee “financial expert” is D. Duke Daughtery, not Richie .
Equity Ownership
| As-of Date | Beneficial Ownership | % of Shares Outstanding | Notes |
|---|---|---|---|
| Nov 14, 2024 | 18,211 shares (incl. 16,250 via vested options) | <1% | Based on 4,884,541 shares outstanding |
| Feb 18, 2025 | 18,211 shares (incl. 16,250 via vested options) | <1% | Based on 79,251,318 shares outstanding (post capital actions between dates) |
- Pledging/hedging: No pledging disclosed in the proxy materials reviewed .
- Section 16(a) compliance: The company reported all insider ownership reports were filed on a timely basis for FY2023 .
Insider Trades
| Metric | Disclosure |
|---|---|
| Section 16(a) reporting timeliness | Company states all required insider reports were filed timely for FY2023 |
| Form 4 transaction detail in proxy | Not provided in the 2024 annual proxy; no individual Form 4 tables for directors |
Governance Assessment
- Positives
- Strong independence and oversight: Lead Outside Director with clear responsibilities, independent committee leadership (Compensation; Nominating & Governance) and Audit Committee membership; all committees comprised of independent directors per SEC/Nasdaq rules .
- Legal/governance depth: Former Chrysler VP/GC and FTC regional director provide regulatory and governance rigor that is valuable for audit, compensation, and nomination oversight .
- Engagement: Met attendance threshold (≥75%) across board/committee meetings; regular executive sessions without management .
- Watch items / Red flags
- Ownership alignment: Very low direct economic stake (<1%); director compensation in 2023 was cash-only ($60k) with no new equity grants that year; equity linkage rests on legacy options with high exercise prices and long-dated expirations .
- Board interlock: Overlapping service with DGLY CEO/Chair at Infinity Energy Resources may create perceived network interlock risk; no related-party transactions with Infinity disclosed by DGLY, but continued monitoring advisable .
- Share structure/dilution context: The board (including Richie as an incumbent independent leader) recommended approvals for a large increase in authorized shares (to 5.01B total) and broad reverse-split authority (1:5 to 1:100) to support financing flexibility and Nasdaq compliance—necessary for listing but signaling significant dilution risk and governance sensitivity around capital structure .
Overall: Richie brings deep legal and governance expertise and has long served in key independent leadership roles at DGLY. Alignment could be strengthened through regular, meaningful equity grants with appropriate holding/ownership policies; investors should monitor interlock risks and capital actions given the board’s recent share authorization and reverse-split initiatives .