C. Richard Vermillion
About C. Richard Vermillion
C. Richard Vermillion (age 79) has served on DTI’s Board since 2016; he is Chair of the Nominating and Corporate Governance Committee and a member of the Compensation Committee, and is considered an independent director under Nasdaq rules . His background spans investment banking (Managing Director at Donaldson, Lufkin & Jenrette), banking (Chairman & CEO of MBank Houston), oilfield services and manufacturing board roles, and private equity leadership at MV Partners; he holds a BBA and MBA from the University of Texas at Austin and completed Harvard’s Advanced Management Program . The Board met five times in 2024, and each director attended at least 75% of board and committee meetings; Vermillion’s biography notes his oversight of cybersecurity risk management via review of staff reports .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Donaldson, Lufkin & Jenrette | Managing Director | Not disclosed | Investment banking leadership |
| MBank Houston (formerly Bank One; now JPMorgan Chase & Co.) | Chairman and CEO | Not disclosed | Executive leadership experience in financial services |
| Varel Manufacturing | Director; Audit Committee member (prior service) | Not disclosed | Audit committee experience in oilfield manufacturing |
| Triton Energy (NYSE: OIL) | Director; Audit Committee member (prior service) | Not disclosed | Public company audit oversight in E&P |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MV Partners, Inc. | Chairman & CEO; Board Member | Since 1996 | Private investment vehicle; Vermillion’s director fees are paid through MV Partners |
| Fulcrum Analytics | Director | Since Dec 2014 | Data analytics company |
| GRM Custom Products | Director | Since Dec 2012 | Manufacturer of construction products |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; Member, Compensation Committee .
- Independence: The Board determined all directors other than R. Wayne Prejean and Thomas O. Hicks are independent; Vermillion is independent under SEC/Nasdaq rules .
- Attendance: Board held five meetings in FY2024; each director attended at least 75% of board and committee meetings during their service period .
- Committee activity (FY2024): Audit Committee met 5 times; Compensation Committee met 4 times; Nominating & Corporate Governance met 1 time .
- Governance policies: Nominating & Governance oversees board self-evaluation and ESG; Compensation Committee sets non-employee director pay and stock ownership guidelines; Audit Committee reviews related-party transactions and risk (including cybersecurity) .
| Committee | Role | Independence Status | Meetings in FY2024 |
|---|---|---|---|
| Nominating & Corporate Governance | Chair (Vermillion) | Independent | 1 |
| Compensation | Member (Vermillion) | Independent | 4 |
| Audit | Not a member | Independent directors only | 5 |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2024 | 85,000 | 3,410 | Fees include meeting and committee retainers; expenses reimbursed |
- Program terms for independent directors: $15,000 per in‑person meeting; $5,000 per virtual meeting; annual chair retainers: Audit $25,000, Compensation $20,000, Nominating & Governance $20,000; annual member retainers: Audit $20,000, Compensation $15,000, Nominating & Governance $15,000 .
- Vermillion’s director fees are paid through MV Partners .
Performance Compensation
| Award Type | Tranche | Shares (#) | Grant Date | Vesting | Grant-Date Fair Value Basis | Stock Awards ($) |
|---|---|---|---|---|---|---|
| RSU | Service year 2023 | 18,610 | May 14, 2024 | Vested at grant | $5.47 (May 13, 2024 close) | Included in total below |
| RSU | Service year 2024 | 13,712 | May 14, 2024 | Vests one year from grant | $5.47 (May 13, 2024 close) | Included in total below |
| Total Stock Awards (FY2024) | — | — | — | — | — | 176,802 |
- No performance-conditioned metrics for director equity disclosed; RSUs vest time‑based (retention), not tied to revenue, EBITDA, TSR or ESG metrics .
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|---|
| Fulcrum Analytics | Private | Director | Not disclosed | Current role since Dec 2014 |
| GRM Custom Products | Private | Director | Not disclosed | Current role since Dec 2012 |
| Triton Energy (NYSE: OIL) | Public (prior) | Director | Audit Committee (prior) | Historical public board experience |
Expertise & Qualifications
- Deep experience across banking (regional bank CEO), investment banking (DLJ), private equity (MV Partners), oilfield services/manufacturing boards; skills in operations, finance, accounting, HR, and cybersecurity oversight via board reports .
- Education: BBA and MBA (University of Texas at Austin); Harvard Advanced Management Program .
Equity Ownership
| Holder | Beneficial Ownership (#) | % of Class | Components |
|---|---|---|---|
| C. Richard Vermillion | 396,266 | 1.1% | 18,610 vested RSUs; 13,712 unvested RSUs vest within 60 days of record date; 363,944 shares owned by MV Partners I, LP (Vermillion disclaims beneficial ownership except pecuniary interest) |
- Stock ownership guidelines: Directors must own shares equal to at least 5x annual cash received from meeting attendance fees; as of record date, covered directors were either compliant or within the five‑year phase‑in period .
- Hedging/pledging: Company policy prohibits hedging and pledging of DTI securities by directors and insiders .
Compensation Structure Analysis
| Metric | FY2023 | FY2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 65,000 | 85,000 |
| Stock Awards ($) | — (no RSU grants recorded for 2023 service until 2024 grant) | 176,802 |
| All Other Compensation ($) | 4,498 | 3,410 |
| Total ($) | 69,498 | 265,212 |
- Shift toward equity: 2024 introduced RSUs covering service years 2023 and 2024, increasing equity mix and alignment; RSUs are time‑based (no performance metrics) .
- Director compensation program formalized post‑Merger with defined meeting fees and annual equity grants ($75,000 value at grant) .
Insider Trades and Section 16 Compliance
| Date | Filer | Form/Event | Details |
|---|---|---|---|
| Nov 20, 2024 (aware Nov 27, 2024) | MV Partners I, LP | Late Form 4 | Distribution of common shares to an MV Partners limited partner; Company filed Form 4 on Nov 27, 2024; noted as the only late Section 16(a) filing for FY2024 |
Related-Party Exposure and Policies
- Related-party review: Audit Committee must review/approve related‑party transactions using defined criteria (relationship, value, independence impact, comparability, benefits) and approve only those in stockholders’ best interests .
- Disclosed related-party payments involve Hicks Holdings Operating LLC management fees; no material related‑party transactions disclosed involving Vermillion beyond his fees being paid through MV Partners and beneficial ownership via MV Partners .
Governance Assessment
- Strengths: Independent status; Chair of Nominating & Governance; active compensation oversight; attendance threshold met; explicit prohibition on hedging/pledging; stock ownership guidelines; meaningful equity holdings via MV Partners and RSUs that enhance alignment .
- Potential watch items: Director fees paid through MV Partners (ensure clear disclosure and arm’s‑length terms); one late Form 4 tied to MV Partners distribution (minor compliance lapse, corrected promptly) .
- Overall: Governance roles and independence, combined with equity exposure and formal oversight policies (RPT review, ESG oversight), support investor confidence; continued monitoring of related‑party disclosures and Section 16 timeliness is prudent .