Bianca A. Rhodes
About Bianca A. Rhodes
Independent director since 2021; age 66. President & CEO of Knight Aerospace Medical Systems, LLC (since 2014) with prior CFO roles at Intelogic Trace (NYSE:IT) and Kinetic Concepts Inc. (NASDAQ:KNCI); BBA from the McCombs School of Business, University of Texas at Austin. The Board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Knight Aerospace Medical Systems, LLC | President & CEO | 2014–present | Leads global air medical transport solutions |
| Intelogic Trace (NYSE:IT) | Chief Financial Officer | Not disclosed | Led finance at computer leasing company (via TexCom sale) |
| Kinetic Concepts Inc. (NASDAQ:KNCI) | Chief Financial Officer | Not disclosed | Engineered turnaround before going private |
| CrossRhodes Consulting | Founder | Not disclosed | Advised private enterprises on finance and operations |
| National Bank of Commerce (San Antonio) | Commercial Banker | Not disclosed | Early-career credit/finance experience |
| TexCom Management Services | Finance/Operating Leader | Not disclosed | Instrumental in sale to Intelogic Trace |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dura Software | Director | Not disclosed | Board service; private software consolidator |
| Various non-profits | Director/Trustee | Not disclosed | “A number of non-profit organizations” |
Board Governance
- Current committee roles: Compensation Committee Chair; Audit Committee member .
- 2024 attendance: Board 15/16; Audit 8/8; Nominating & Corporate Governance 3/3; average director attendance 93.2% at Board, 100% at committees served; independent directors held 16 executive sessions in 2024 .
- Independence: Board determined Rhodes is independent; Lead Independent Director is Lee S. Hillman .
- Years of service: First elected 2021; term to 2026 annual meeting if re-elected .
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $75,000 | Non-employee director quarterly-paid retainer |
| Audit Committee member retainer | $10,000 | Additional cash retainer for committee members |
| Nominating & Corporate Governance Committee member retainer | $5,000 | Additional cash retainer for committee members |
| Total cash received (2024) | $90,000 | Matches fees reported for Rhodes |
Performance Compensation
| Equity Element | Grant Value | Quantity | Vesting |
|---|---|---|---|
| Annual RSU grant (regular cycle) | $125,000 | 3,465 unvested RSUs (as of 12/31/2024) | Cliff-vests one year after grant |
Directors do not receive options or performance share units; RSUs are time-based and intended to align with shareholder value without specified operating performance metrics .
Other Directorships & Interlocks
- No disclosed public-company directorships beyond DSGR; current roles at private Dura Software and non-profits .
- Potential interlocks at DSGR are concentrated around LKCM affiliates and certain executives/directors; no related-party transactions disclosed involving Rhodes personally .
Expertise & Qualifications
- Finance and operational leadership, including multiple CFO roles and turnaround experience; current operating CEO within aerospace medical systems .
- Audit committee experience; Board confirms committee members meet Nasdaq independence and financial sophistication requirements .
- Education: BBA, McCombs School of Business, UT Austin .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Bianca A. Rhodes | 16,105 | * | “*” denotes below threshold shown; total shares outstanding 46,570,343 as of April 2, 2025 |
| Unvested RSUs (director grant) | 3,465 | N/A | RSUs unvested at 12/31/2024; vest one year from grant |
- Anti-hedging: Directors prohibited from hedging DSG stock .
- Clawback: Company adopted Nasdaq Rule 10D-1 compliant clawback; applies to executive officers (not directors) .
Governance Assessment
- Strengths:
- Independent director with strong finance/CEO background; active committee roles (Compensation Chair; Audit member) supporting oversight of pay design and financial controls .
- High engagement and attendance in 2024; independent directors met in executive session 16 times, enhancing board independence .
- Shareholder-friendly policies (anti-hedging; clawback; no CIC tax gross-ups; no single-trigger parachutes) underpin pay governance; 2024 Say-on-Pay passed with 99.96% support, signaling investor confidence in compensation framework .
- Watch items / potential red flags:
- Concentrated control: LKCM and CEO/Chair J. Bryan King beneficially own ~77–78% of shares, able to exercise significant influence over director elections and matters submitted to a vote; places added importance on independent directors (including Rhodes) to oversee related-party transactions and auditor independence .
- Related-party exposure environment: Office space leased from LKCM at no charge; $1.2M consulting services from LKCM Headwater Operations LLC in 2024; Audit Committee (with Rhodes as member) oversees related-party approvals—ongoing rigor and documentation remain key .
- Committee transition: Compensation Chair shifted from Hillman (through 2024) to Rhodes; continuity and retention of an independent compensation consultant (FGMK) mitigates transition risk .
Overall, Rhodes’ independence, committee leadership, and attendance support board effectiveness. The LKCM-controlled ownership structure and related-party transactions increase reliance on Audit and Compensation Committee oversight; her roles are central to maintaining investor confidence .