Robert Fries
About Robert H. Fries
Independent director since 2003; age 75 as of March 31, 2024. Founder and President of FinanceVision Services, Inc.; former finance executive at large public multinationals; CPA (inactive), MBA (St. John’s University), and JD (Jones School of Law). Board has repeatedly determined he is independent under NYSE/SEC criteria, notwithstanding consulting relationships disclosed below .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FinanceVision Services, Inc. | Founder & President | Ongoing (since at least 2000) | Provides finance & tax consulting (ECIA engagement disclosed below) |
| Large public multinationals (not individually named) | Finance executive | Prior career | Broad finance leadership; credentials cited for board service |
External Roles
No other public company directorships disclosed; no external committee roles disclosed .
Board Governance
- Committee assignments: member of Compensation and Nominating committees for multiple years; not on Audit committee (Audit comprised of Kornelsen and Pace; both designated financial experts) .
- Nominating Committee composition (most recent proxy): Fries, Kornelsen, Pace; all independent under NYSE standards .
- Independence: board affirms Fries’ independence under NYSE/SEC rules in every reviewed proxy .
- Attendance/engagement: each director attended at least 75% of board and committee meetings annually; board typically held 1–2 in-person and 3–4 telephonic meetings; Audit met 4 times; Compensation and Nominating typically 1 each per year .
- Board leadership: no Chair in recent years; structure emphasizes independent oversight; in 2019 there was a Chair separate from CEO .
Fixed Compensation
Annual director retainers (cash):
| Metric | FY 2016 | FY 2017 | FY 2018 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|---|---|
| Annual Retainer ($) | $6,250 | $5,000 | $5,000 | $5,000 | $5,000 | $5,000 | $4,583 |
- Note: 2025 proxy shows an FY 2024 annual retainer of $4,792 (apparent pro-rating) .
Performance Compensation
Director equity compensation and option status:
| Metric | FY 2016 | FY 2017 | FY 2018 | FY 2021 | FY 2022 | FY 2023 | FY 2024 (2024 proxy) | FY 2024 (2025 proxy) |
|---|---|---|---|---|---|---|---|---|
| Equity Compensation ($) | $3,071 | $3,196 | $3,325 | $3,369 | $19,944 | $3,773 | $0 | $22,186 |
| Options Exercisable (#) | 23,811 | 28,658 | 45,004 | 52,109 | 51,208 | 61,222 | 0 | 23,611 |
| Options Unexercisable (#) | — | — | — | 21,891 | 32,792 | 22,778 | 0 | 61,389 |
- Performance metrics tied to director compensation: none disclosed; equity grants to directors are at board discretion (no TSR/financial targets for directors) .
- Data note: FY 2024 reporting inconsistency—2024 proxy shows zero outstanding options for Fries; 2025 proxy’s FY 2024 table shows significant outstanding options. Treat as a disclosure discrepancy to monitor .
Other Directorships & Interlocks
No public company boards disclosed; no interlocks with competitors/customers/suppliers noted .
Expertise & Qualifications
- Credentials: CPA (inactive), MBA (St. John’s University), JD (Jones School of Law) .
- Domain: finance, accounting, tax, executive leadership across large public companies .
- Committee fit: compensation/nominating focus; audit financial expert designation reserved for other directors (Kornelsen, Pace) .
Equity Ownership
Beneficial ownership over time (as of proxy measurement dates):
| Metric | Jun 17, 2016 | Jun 11, 2018 | Jun 15, 2021 | Jun 16, 2023 | Jun 17, 2024 |
|---|---|---|---|---|---|
| Shares Beneficially Owned (#) | 149,121 | 267,991 | 596,731 | 644,347 | 555,000 |
| Percent of Class (%) | 1.39% | 2.50% | 5.13% | 5.44% | 4.67% |
- 60-day option inclusion per SEC rules disclosed in footnotes; no pledging/hedging disclosed .
Related-Party Transactions (Conflict Risk)
Annual payments to an entity controlled by Fries for financial/tax consulting services:
| Fiscal Year | Amount ($) | Source |
|---|---|---|
| 2016 | 85,504 | |
| 2017 | 79,167 | |
| 2018 | 73,195 | |
| 2019 | 67,105 | |
| 2020 | 69,189 | |
| 2021 | 66,003 | |
| 2022 | 71,908 | |
| 2023 | 55,715 | |
| 2024 | 32,032 |
- Board continues to designate Fries as independent under NYSE/SEC despite ongoing consulting payments—this is a potential independence/perception risk .
Director Compensation Mix
Total annual compensation (cash + equity + other):
| Metric | FY 2016 | FY 2017 | FY 2018 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|---|---|
| Fees Paid in Cash ($) | $6,250 | $5,000 | $5,000 | $5,000 | $5,000 | $5,000 | $4,583 |
| Equity Compensation ($) | $3,071 | $3,196 | $3,325 | $3,369 | $19,944 | $3,773 | $0 |
| All Other Compensation ($) | $85,504 | $79,167 | $73,195 | $66,003 | $71,908 | $55,715 | $32,032 |
| Total ($) | $94,825 | $87,363 | $81,520 | $74,372 | $96,852 | $64,488 | $36,615 |
- Alternative FY 2024 (per 2025 proxy): Fees $4,792; Equity $22,186; Other $40,727; Total $67,705 .
Independence, Attendance & Engagement
- Independence: affirmed annually; Audit, Compensation, and Nominating committees composed entirely of independent directors .
- Attendance: at least 75% at board/committee levels each year reviewed; directors encouraged to attend Annual Meeting; recent proxies report full attendance at prior Annual Meetings .
- Section 16 compliance: 2023 proxy lists several late filings including one late Form 4 for Fries (minor process flag) .
Governance Assessment
-
Strengths
- Deep finance/accounting credentials (CPA/MBA/JD) and long board tenure support Compensation/Nominating effectiveness .
- High insider ownership (4.67–5.44% over recent years) aligns interests with shareholders .
- Strong committee independence and regular meeting cadence indicate active oversight .
-
Red Flags
- Persistent related-party consulting payments to an entity controlled by Fries (2016–2024) present independence and conflict-of-interest concerns despite formal independence designation; investors typically view ongoing paid engagements to independent directors as governance risk .
- FY 2024 options disclosure inconsistency between 2024 and 2025 proxies warrants follow-up (could reflect late adjustments, reporting error, or subsequent grants) .
- Occasional late Section 16 filings including one by Fries (process discipline flag) .
-
Implications for investor confidence
- Monitoring is advised on: cessation/review of consulting arrangements; confirmation of FY 2024 equity award status; continued attendance and independence affirmations in future proxies. Adoption of explicit director stock ownership guidelines (none disclosed) would further strengthen alignment .