Joseph Mannes
About Joseph R. Mannes
Independent director since 2020; age 66; Audit Committee Chair and designated “audit committee financial expert.” President and board member of SAMCO Capital Markets, Inc. (since 2010); prior roles include COO/Managing Director (Corporate Finance) at SAMCO, CFO of Clearwire Technologies and E‑Certify, and former Chairman of the Board of Tandy Leather Factory. Education: AB from Dartmouth College and MBA from The Wharton School; Chartered Financial Analyst (CFA). Independent under NASDAQ standards; attended 100% of Board and committee meetings in 2024; chairs executive sessions of non‑management directors as Audit Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SAMCO Capital Markets, Inc. | President; Board member | Since 2010 | Capital markets, underwriting, advisory; executive leadership |
| SAMCO Capital Markets, Inc. | COO; Managing Director (Corporate Finance) | Prior to 2010 (dates not disclosed) | Corporate finance execution |
| Clearwire Technologies | Chief Financial Officer | Not disclosed | Finance leadership |
| E‑Certify | Chief Financial Officer | Not disclosed | Finance leadership |
| Tandy Leather Factory | Chairman of the Board (former) | Prior role (dates not disclosed) | Board leadership |
External Roles
| Organization | Role | Status |
|---|---|---|
| Provincial Foundation | President | Current |
| Various private companies | Director | Current |
| Public company boards | — | None currently |
Board Governance
- Committee assignments: Audit (Chair), Compensation (Member), Nominating & Governance (Member), IT & Cybersecurity (Member) .
- Attendance and engagement: Board met 4 times in 2024; Audit 4, Compensation 4, Nominating & Governance 4, IT & Cybersecurity 2; Mannes attended all meetings of the Board and his committees (100%) .
- Independence: Independent director under NASDAQ; all Board committees comprised solely of independent directors .
- Executive sessions: Non‑management directors meet at least quarterly; sessions are scheduled and chaired by the Audit Committee Chair (Mannes) .
- Board leadership: No lead independent director; CEO also serves as Chairman, with all committees fully independent and regular executive sessions as counterbalances .
| Committee | Role | 2024 Meetings | Attendance |
|---|---|---|---|
| Audit | Chair | 4 | 100% |
| Compensation | Member | 4 | 100% |
| Nominating & Governance | Member | 4 | 100% |
| IT & Cybersecurity | Member | 2 | 100% |
Fixed Compensation (Director)
| Item | Amount/Structure | Notes |
|---|---|---|
| Fees earned, FY2024 (cash) | $68,250 | Total cash compensation in 2024 |
| Annual Board fee (structure) | $55,000 | Effective structure in 2024 |
| Audit Committee Chair fee (structure) | $16,500 | Chair premium |
| Per‑meeting fee (independent directors) | $13,750 per quarterly Board meeting | Applied during 2024 |
| Compensation framework change | 10% increase to annual fee, chair fee, restricted stock awards (effective July 31, 2024) | Structure revision |
Additional items:
- Indemnification agreement in place for directors .
- Reasonable travel expense reimbursement .
Performance Compensation (Director equity)
| Grant Date | Type | Shares | Grant‑Date Fair Value | Vesting |
|---|---|---|---|---|
| July 1, 2024 | Restricted Stock Award (RSA) | 1,862 | $82,500 | 1‑year cliff vest (anniversary of grant) |
- RSAs outstanding (as of 12/31/2024): 14,547 .
- No options disclosed for directors; equity is time‑based RSAs (no performance metrics tied to director awards) .
Other Directorships & Interlocks
| Company | Role | Dates | Interlock/Transactions |
|---|---|---|---|
| Tandy Leather Factory | Chairman of the Board (former) | Not disclosed | None disclosed with DXP |
| SAMCO Capital Markets, Inc. | President; Board member | Since 2010 | No related‑party transactions disclosed with DXP |
| Current public company boards | — | — | None |
- Compensation Committee interlocks: None; Mannes and all committee members were non‑employees with no relationships requiring disclosure .
Expertise & Qualifications
- Skills matrix: CEO leadership, accounting & finance, risk management, strategic planning/business development, industry (oil & gas), corporate governance, M&A .
- Audit Committee financial expert per SEC Item 407(d)(5)(ii) .
Equity Ownership
| Item | Value |
|---|---|
| Common stock beneficially owned (as of April 21, 2025) | 14,547 shares; less than 1% of outstanding |
| RSAs outstanding (director) | 14,547 (as of 12/31/2024) |
| Hedging policy | Prohibited for directors and officers |
| Pledging policy | Restricted; CFO pre‑approval required; aggregate pledges by directors/executives capped at 10% of outstanding common shares |
| Ownership guidelines | Committee monitors director/executive stock ownership; specific multiples not disclosed |
Governance Assessment
- Strengths:
- Independent director; chairs Audit Committee; designated financial expert; chairs executive sessions of non‑management directors .
- Full attendance and broad committee participation across Audit, Compensation, Nominating & Governance, and IT & Cybersecurity .
- Director pay mix emphasizes equity alignment via annual RSAs; time‑based vesting fosters long‑term alignment; no options .
- No related‑party transactions or committee interlocks involving Mannes; Compensation Committee fully independent .
- Watch‑items / RED FLAGS:
- Late Section 16 filing (one late Form 5 for 2024) — minor compliance lapse; monitor for recurrence .
- Board lacks a lead independent director and combines CEO/Chair roles; independent committees and regular executive sessions partially mitigate .
- Broader company related‑party exposures (leases and family employment linked to CEO) heighten the importance of robust Audit Committee oversight; Mannes’ chair role is central here .
- Shareholder sentiment: Say‑on‑Pay support over 91% at 2024 annual meeting; no votes cast against any director nominees at 2024 meeting — supportive but continue engagement .
Implication: Mannes’ profile supports investor confidence—independent oversight, financial expertise, and strong attendance. Focus governance monitoring on timely Section 16 compliance and continued rigorous oversight of related‑party transactions and cyber/information risk through the committees he serves and chairs .