Rasool Rayani
DAILY JOURNALAbout Rasool Rayani
Independent director of Daily Journal Corporation (DJCO) since June 2024; age 49. Background spans 23 years leading software, healthcare, and retail enterprises; President of Heart Pharmacy Group since 2011, venture investor at iNovia Capital since 2013, and advisory role with British Columbia Investment Management Corp’s Venture & Growth team in 2023. Co‑founded Metalogix Software (acquired by Permira in 2014, integrated with Quest Software). Determined independent under NASDAQ Listing Rule 5605(a)(2) by DJCO’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Metalogix Software | Co‑founder; led compliance/migration/archiving solutions; acquired by Permira and integrated with Quest Software | Founded 2001; acquisition 2014 | Built enterprise software capability; M&A experience |
| Heart Pharmacy Group (Victoria, BC) | President | Since 2011 | Led family-owned retail pharmacy operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| iNovia Capital (venture capital) | Investment Committee member | Since 2013 | Venture investing oversight |
| British Columbia Investment Management Corporation (BCI) | Advisory role, Venture & Growth team | 2023 | Focus on VC firms and direct investments |
| Community Foundations of Canada | Board member; past Chair | Not specified | National non-profit governance |
Board Governance
- Independence and committee service: Independent director; member of Audit and Compensation Committees with Mary Conlin and John B. Frank. Audit committee meets SEC Rule 10A‑3 and NASDAQ 5605(c)(2)(A); Frank designated “audit committee financial expert.” No separate nominating committee; independent directors handle nominations .
- Attendance: FY2024—Board held 10 meetings; Audit 1; Compensation 4. “Each director serving at the time of an applicable meeting attended such meeting.” DJCO does not require director attendance at annual meetings; directors other than Frank attended the 2024 Annual Meeting (held prior to Rayani’s appointment) .
- Board leadership and risk oversight: Chairman/CEO combined (Myhill‑Jones); risk oversight by full Board with committee delegation; anti‑hedging policy prohibiting hedging by directors and officers .
Fixed Compensation
| Fiscal Year | Cash Retainer | Committee/Meeting Fees | Equity Grant (RSUs) | RSU Vesting | Settlement |
|---|---|---|---|---|---|
| 2024 (pro‑rated) | $8,333 | None disclosed | 21 RSUs valued $8,172 | 50% at 1‑year; 50% at 2‑years, contingent on continued service | Cash unless shareholders approve stock settlement for up to 2,000 director RSUs |
| Program (effective June 1, 2024) | $25,000 annual cash | None disclosed | Annual RSUs valued ≈$25,000 | 50% at 1‑year; 50% at 2‑years | Cash by default; stock settlement subject to shareholder approval |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Fair Value | Performance Metrics | Vesting/Acceleration |
|---|---|---|---|---|---|
| Director RSUs (annual program) | May 23, 2024 (pro‑rated) | 21 RSUs | $8,172 | None disclosed (time-based vesting) | 50% vests at 1 year; 50% at 2 years; vesting accelerates on change in control; settlement in cash unless stock settlement authorized |
| Program capacity and approvals | FY2024–FY2025 | 195 director RSUs outstanding (63 FY2024; 132 FY2025); ≈$110,758 value at 12/31/24 | N/A | N/A | Proposal to allow stock settlement of up to 2,000 director RSUs on 2025 ballot |
DJCO does not disclose performance conditions for director equity; RSUs are service‑based with change‑in‑control acceleration .
Other Directorships & Interlocks
| Type | Company | Role | Public/Private | Potential Interlock/Conflict |
|---|---|---|---|---|
| Corporate board | None disclosed | — | — | None disclosed |
| Investment/VC | iNovia Capital | Investment Committee member | Private | No DJCO-related dealings disclosed |
| Non-profit | Community Foundations of Canada | Board member; past Chair | Non-profit | No DJCO-related dealings disclosed |
Expertise & Qualifications
- Software entrepreneur with compliance/migration domain experience (Metalogix, sale to Permira/Quest) .
- Healthcare/retail operator (Heart Pharmacy Group President) .
- Venture and institutional investing exposure (iNovia Investment Committee; BCI advisory) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Rasool Rayani | None | — | DJCO outstanding shares: 1,377,426 as of 12/16/2024 record date . Director RSUs do not count toward beneficial ownership until settled/issued . |
Governance Assessment
- Committee assignments and independence: Strong governance posture—independent director serving on both Audit and Compensation; committee independence affirmed; audit committee includes a designated financial expert (Frank) .
- Attendance and engagement: Perfect attendance by directors at meetings held during FY2024 indicates engagement; annual meeting attendance not required (and 2024 meeting pre‑dates Rayani’s tenure) .
- Compensation mix and alignment: Transition from token $5,000 stipend to $25,000 cash plus ~$25,000 RSUs improves alignment; however, RSUs settle in cash unless shareholders approve stock settlement—cash settlement weakens equity alignment; management seeking approval to issue up to 2,000 shares for director RSUs is a positive signal .
- Ownership alignment: No DJCO share ownership disclosed for Rayani—a modest alignment gap; RSU vesting and potential stock settlement mitigate some concerns .
- Related‑party exposure: No related person transactions disclosed involving Rayani; company discloses CFO’s family employment separately, not involving Rayani .
- RED FLAGS:
- Nil beneficial share ownership as of 12/31/2024 (watch for future stock settlement approval outcome) .
- Director RSUs currently structured for cash settlement absent shareholder authorization—monitor dilution/settlement decision and vesting acceleration on change in control .
Director Compensation Details (FY2024)
| Name | Fees earned or paid in cash | Stock Awards | Total |
|---|---|---|---|
| Rasool Rayani | $8,333 | $8,172 (21 RSUs) | $16,505 |
Committee Memberships
| Committee | Members | Chair | Meetings (FY2024) | Notes |
|---|---|---|---|---|
| Audit | Conlin; Frank; Rayani | Not disclosed | 1 | Frank = audit committee financial expert; independence confirmed under SEC/NASDAQ |
| Compensation | Conlin; Frank; Rayani | Not disclosed | 4 | Determines CEO/CFO comp; no consultants used |
Director Equity Program Terms
| Element | Term |
|---|---|
| Annual RSU value | ≈$25,000 per non‑employee director (pro‑rated for FY2024 start) |
| Vesting | 50% at 1 year; 50% at 2 years; service‑based |
| Settlement | Cash by default; proposal to permit stock settlement up to 2,000 shares |
| Change in control | Vesting generally accelerates |
Related Person Transactions (FY2024 disclosure)
| Party | Relationship | Transaction | Amount |
|---|---|---|---|
| Hoa To; Ky To | Siblings of CFO Tu To | Employment | $412,000 aggregate compensation (FY2024) |
| — | — | None involving Rasool Rayani | — |
No hedging of DJCO stock permitted for directors under anti‑hedging policy . Equity Incentive Plan includes clawback provisions for equity awards; director RSUs reference substantially similar terms (clawback policy applicable to equity plans), though the Program’s specific clawback reference is not separately disclosed .
Compensation Structure Analysis
- Year‑over‑year change: Non‑employee director pay increased from $5,000 cash (FY2023) to $25,000 cash plus ~$25,000 RSUs (FY2024), indicating stronger market alignment and director recruitment focus .
- Mix shift: Introduction of RSUs for directors; settlement modality pending shareholder approval for stock—cash settlement reduces equity exposure relative to stock settlement .
- Repricing/modification: Equity Incentive Plan prohibits option repricing without shareholder approval; director RSUs are service‑based with standard vesting—no repricings disclosed .
Say‑on‑Pay & Shareholder Feedback
- Not applicable to director compensation; no say‑on‑pay percentages disclosed in proxy. Director equity settlement proposal subject to shareholder vote in 2025 .
Risk Indicators
- Legal/SEC issues: None disclosed related to Rayani; Section 16(a) filings timely in FY2024 per company; note: CEO Form 3 filing clarified timing of stock issuance; no issues noted for directors .
- Hedging/pledging: Hedging prohibited; no pledging disclosures for Rayani .
- Low attendance: None indicated—directors attended applicable meetings .
- Related party transactions: None for Rayani; monitor company‑wide familial employment disclosures for broader governance context .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (Rayani) | None | As of 12/31/2024 |
| DJCO total shares outstanding | 1,377,426 | Record date 12/16/2024 |
| Director RSUs outstanding (program aggregate) | 195 (63 FY2024; 132 FY2025) | ≈$110,758 value at 12/31/2024 |
Governance Assessment
- Board effectiveness: Independent oversight via Audit and Compensation committees with engaged attendance; addition of a director with operating and VC experience aligns with software/publishing transition challenges .
- Alignment signals: Move to incorporate director RSUs is positive; stock settlement approval would further strengthen alignment. Current lack of personal stock ownership by Rayani is a mild concern offset by RSU participation and anti‑hedging policy .
- Conflicts: No related‑party transactions or customer/supplier interlocks disclosed for Rayani; overall low conflict profile based on proxy disclosures .
Monitoring priorities: Outcome of stock settlement vote; future director ownership accumulation; continued committee independence and attendance; any emergent related‑party matters involving outside affiliations.