Richard Cooley

About Richard S. Cooley

Richard S. Cooley, age 56, is an independent, non‑executive director of Diamond Hill Investment Group (DHIL) since 2020 and has served as Board Chair since 2024; he previously chaired the Audit Committee from 2020–2024 and is designated an SEC “audit committee financial expert.” His background includes CFO of Morningstar, Inc. (2007–2013), CEO of Morningstar Australia/New Zealand (2003–2007), establishment of Morningstar’s government affairs function, and an academic appointment as Collegiate Assistant Professor and Harper‑Schmidt Fellow at the University of Chicago since 2023. He holds BA and MA degrees from Illinois State University, an MA and PhD in Political Science from the University of Chicago, and a Certificate in Cybersecurity Oversight from Carnegie Mellon University (2023) .

Past Roles

External Roles

Board Governance

• Roles and independence: Independent director; Board Chair (separate from CEO role per Corporate Governance Guidelines); member of Audit, Compensation, and Nominating & Governance Committees; audit committee financial expert .
• Committee structure and chairs (as of Mar 3, 2025): Audit (Chair: L’Quentus Thomas), Compensation (Chair: Nicole R. St. Pierre), Nominating & Governance (Chair: Paula R. Meyer); Cooley is a member of all three .
• Meetings and attendance: Board held 5 meetings in 2024; each director attended at least 75% of applicable Board and committee meetings; executive sessions were held at each regularly scheduled Board meeting; all then‑serving directors attended the 2024 annual meeting .
• Committee activity levels (2024): Audit met 4x; Compensation met 2x; Nominating & Governance met 4x .
• Term limits and refresh: Non‑employee director term limit extended from 10 to 12 years (May 8, 2024); no exceptions made in last five years. A director (James F. Laird) will retire at the 2025 Annual Meeting due to the term limit .

Fixed Compensation

• Structure for non‑employee directors (target): $40,000 annual cash retainer; $115,000 annual restricted stock (1‑year vest); Chair fees: Board Chair $30,000; Audit Chair $15,000; Compensation Chair $10,000; Nominating & Governance Chair $10,000 .
• 2024 actuals (Cooley):

• Outstanding unvested director equity (as of Dec 31, 2024):

• Policy alignment: Directors must hold all granted shares while on the Board (sales only to cover taxes at vesting) and must reach $200,000 ownership at cost within three years; vested and unvested restricted stock count toward guidelines .

Performance Compensation

• Director pay is not performance‑based; annual equity is time‑vested restricted stock with a one‑year vest; no performance metrics are applied to director equity grants .

Other Directorships & Interlocks

• Current public company boards: None disclosed for Cooley .
• Compensation Committee interlocks: None; no member (including Cooley) was an officer/employee in 2024; no relationships requiring Item 404(a) disclosure. Note: One committee member (Laird) was DHIL CFO until 2014 (retired) .

Expertise & Qualifications

• Financial leadership: Former CFO of a global, publicly‑traded financial services firm (Morningstar) and prior regional CEO; extensive accounting/finance expertise .
• Audit committee financial expert designation (SEC definition) .
• Cybersecurity oversight credential (SEI/Carnegie Mellon, 2023) .
• Advanced academic credentials (MA, PhD) and current faculty role at University of Chicago .

Equity Ownership

Governance Assessment

• Strengths

  • Independent Board Chair; clear separation from CEO role, with independent committees comprised entirely of independent directors .
  • Strong financial stewardship credentials (audit committee financial expert) and prior CFO experience enhance oversight of reporting, controls, and capital allocation .
  • Director pay balanced toward equity with mandatory holding requirements; prohibitions on hedging/pledging support alignment with shareholders .
  • Regular executive sessions; active committees with defined charters; robust recoupment policies for incentive compensation at the company level (supportive overall governance environment) .
  • Say‑on‑pay support (96% approval in 2024) indicates positive shareholder sentiment toward compensation governance .

• Watch‑items/Red flags

  • Related‑party transactions: Company reports none since start of fiscal 2024; Audit Committee reviews any that may arise. However, the company notes it has no formal written related‑party transaction policy due to limited historical instances—some investors may prefer a codified policy (mitigated by Audit Committee’s ongoing review) .
  • Term limit extension from 10 to 12 years (May 2024) modestly relaxes refreshment cadence; the Board states no exceptions granted in last five years and is applying the limit (one director retiring at 2025 AGM) .

• Engagement and attendance

  • Each director (including Cooley) attended at least 75% of applicable meetings in 2024; all directors attended the 2024 annual meeting; executive sessions held at each regular Board meeting—supportive of engagement and independent oversight .

• Conflicts/interlocks

  • No compensation committee interlocks; no Item 404(a) related‑party transactions disclosed; no hedging/pledging by directors—no evident conflicts based on disclosures reviewed .