L’Quentus Thomas
About L’Quentus Thomas
L’Quentus Thomas, age 50, is an independent director of Diamond Hill Investment Group, Inc. (DHIL) since 2021, serving as Audit Committee Chair since 2024; he is designated as an SEC “audit committee financial expert.” He is Senior Managing Director at Stonehenge Capital and manages Stonehenge Community Development; he holds a BA from Amherst College, an MBA from NYU Stern, and a 2024 Certificate in Cybersecurity Oversight from CMU’s Software Engineering Institute. His beneficial ownership in DHIL is 1,858 shares (<1% of outstanding), with no options or pledged shares disclosed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stonehenge Growth Capital (principal investing division of Stonehenge Capital) | Focused on providing debt and equity capital solutions to privately held firms | 2005–2009 | Principal investing experience across private companies and capital solutions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stonehenge Capital | Senior Managing Director; manages Stonehenge Community Development (community banking subsidiary) | 2021–Present | Operational leadership of community banking subsidiary; finance and governance oversight |
| Kenyon College | Trustee | Not disclosed | Non-profit governance; education sector exposure |
| Various non-profit organizations | Board member (numerous) | Not disclosed | Broader civic and governance experience |
Board Governance
- Committee assignments: Audit Committee Chair; member of Compensation Committee and Nominating & Governance Committee.
- Independence: Board determined Mr. Thomas is independent under Nasdaq and SEC rules; no family relationships among directors/officers.
- Attendance: Board held 5 meetings in 2024; each director attended at least 75% of applicable Board and committee meetings; directors met in executive session at each regularly scheduled Board meeting; all directors attended the 2024 Annual Meeting.
- Committee activity levels: Audit Committee met 4 times (all independent; Thomas/Cooley/Fowler designated financial experts); Compensation Committee met 2 times; Nominating & Governance Committee met 4 times.
- Board leadership: Chair and CEO roles are separated (independent Board Chair Richard S. Cooley); five of six nominees are independent.
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $40,000 (paid quarterly) | For non-employee directors |
| Equity retainer | ~$115,000 grant-date fair value in restricted stock; one-year vest | Granted around the Annual Meeting; aligns with shareholder interests |
| Chair fees | Audit Chair: $15,000; Compensation Chair: $10,000; Nominating Chair: $10,000; Board Chair: $30,000 | Annual cash fees for chair roles |
| 2024 fees earned (Thomas) | $51,250 | Reflects retainer and chair fees for the year |
| 2024 stock awards (Thomas) | $115,000 | Annual director RS grant |
| 2024 total (Thomas) | $166,250 | Fees + stock awards |
| Director stock sale restrictions | Shares granted as director compensation cannot be sold while serving (except to cover taxes); 3-year $200k at-cost ownership guideline | Vested and unvested restricted stock counts toward guideline |
Performance Compensation
- Directors receive time-based restricted stock; no performance-conditioned director awards are disclosed.
- Change-in-control: All outstanding awards under equity plans vest immediately upon a change in control; committee may cash out or substitute awards.
| Performance Metric | Applies to Director Awards? | Detail |
|---|---|---|
| Revenue growth / EBITDA / TSR | Not disclosed for director awards | Director equity is time-based RS; performance metrics are used for executive programs |
Other Directorships & Interlocks
| Company/Institution | Role | Public Company? | Interlocks / Potential Conflicts |
|---|---|---|---|
| Stonehenge Capital / Stonehenge Community Development | Senior Managing Director / Subsidiary operational lead | Private | No DHIL related-party transactions disclosed since start of FY2024; Audit Committee reviews related person transactions. |
| Kenyon College | Trustee | Non-profit | None disclosed. |
Expertise & Qualifications
- Audit committee financial expert; >20 years of financial services experience; accounting/finance oversight competency.
- Senior operating leadership in private equity/venture capital (Stonehenge) and community banking operations.
- Education: BA (Amherst); MBA (NYU Stern); Cybersecurity Oversight certificate (2024).
Equity Ownership
| Item | Amount/Status | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 1,858 shares; <1% of outstanding | As of March 3, 2025; no options; no pledges. |
| Outstanding unvested RS | 723 shares | Grant date 5/10/2024; vests 5/10/2025; grant-date fair value $115,000. |
| Hedging/derivatives policy | Prohibited for directors, officers, employees | Insider Trading Policy bans short-selling, hedging, derivative arrangements. |
| Director ownership guideline | Must hold ≥$200,000 at cost within 3 years | Compliance reviewed by Nominating & Governance Committee. |
Governance Assessment
- Strengths: Independent director and Audit Chair; SEC financial expert designation; robust committee cadence; separation of Chair/CEO with majority-independent board; regular executive sessions; stringent insider trading/hedging prohibitions. These support board effectiveness and oversight quality.
- Alignment: Director pay mixes cash ($51,250 in 2024) and equity ($115,000 RS), with sale restrictions and a $200k at-cost ownership guideline fostering long-term alignment; RS grants vest annually to maintain skin-in-the-game.
- Conflicts and related-party exposure: No related person transactions required to be disclosed since start of FY2024; Audit Committee actively reviews any such transactions; none reported for Thomas.
- Shareholder signals: 2024 Say-on-Pay approval was 96%, indicating broad investor support for compensation governance (while focused on executives, it reflects overall governance credibility).
- RED FLAGS: None disclosed—no pledging, no hedging, no related-party transactions, and adequate attendance. Ongoing monitoring warranted for any future Stonehenge-related dealings, but no issues reported.