Jim R. Ruth
About Jim R. Ruth
Independent director since January 17, 2017; age 61. Former CEO of OppMetrix (SaaS teaming platform for small federal contractors) until retirement in 2020; holds a BS from the University of Michigan and an MBA from SMU Cox School of Business. Designated independent by the Board; serves as Lead Independent Director (role created June 11, 2014) with responsibilities to set agendas with the Chair, preside over executive sessions, and act as liaison between independent directors and the Chair/CEO.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OppMetrix | Chief Executive Officer | Until retirement in 2020 | Led SaaS teaming platform for small federal contractors |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public-company directorships disclosed in Envela’s proxy biographies |
Board Governance
- Independence: Board determined Jim R. Ruth is independent under SEC and Exchange standards.
- Lead Independent Director: Elected to the role on June 11, 2014; consults on agendas, presides executive sessions of independents, liaison to Chair/CEO.
- Committee assignments:
- Audit Committee member (chair: Alexandra C. Griffin; Griffin designated “financial expert”).
- Compensation Committee member (chair: Richard D. Schepp).
- Compliance, Governance & Nominating Committee chair.
- Attendance: Board met 4 times in Fiscal 2024; all directors attended all meetings and the 2024 annual meeting.
- Board leadership: Chair is combined Chair/CEO per bylaws; Jim’s Lead Independent Director role provides counterbalance.
| Governance Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board meetings held | 4 | 4 |
| Jim Ruth attendance | 100% | 100% |
| Committee roles | Audit/Comp/CGN member & CGN Chair | Audit/Comp member & CGN Chair |
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash retainer | $10,000 | $10,000 |
| Committee chair/member fees | None disclosed | None disclosed |
| Meeting fees | None disclosed | None disclosed |
| Equity grants | None | None |
Policy: Independent directors are paid $10,000 per year, in $2,500 quarterly increments; no other forms of director compensation.
Performance Compensation
| Element | Status | Notes |
|---|---|---|
| Stock awards (RSUs/PSUs) | None outstanding | No director equity awards in FY 2023–2024; 2004 and 2016 plans terminated; 2025 Plan newly proposed. |
| Option awards | None outstanding | No options outstanding at FY 2024 year-end. |
| Performance metrics | Not applicable | No disclosed performance-linked director pay. |
| Clawback/forfeiture | Plan-level recoupment provisions | 2025 Equity Incentive Plan includes forfeiture/recoupment triggers (e.g., conduct detrimental, breach of covenants). |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public-company boards | None disclosed in proxy biographies |
| Private/non-profit boards | Not disclosed |
| Shared directorships with competitors/suppliers/customers | Not disclosed |
| Family relationships | None among directors/executives |
| Related-party transactions | None material in FY 2023–2024 |
Expertise & Qualifications
- Executive experience leading a SaaS platform serving small federal contractors (OppMetrix).
- Academic credentials: BS (University of Michigan), MBA (SMU Cox).
- Governance expertise reflected in chairing Compliance, Governance & Nominating and serving as Lead Independent Director.
- Audit oversight experience as Audit Committee member alongside an audit committee financial expert Chair.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Jim R. Ruth | 12,000 | < 1% (calc. 12,000 / 25,995,201 ≈ 0.046%)* | Company table shows “<1%”; outstanding shares at record date were 25,995,201. |
| Pledged as collateral | Not disclosed | — | No pledging policy disclosed; Anti-Hedging policy prohibits hedging/derivatives and short sales. |
| Options/RSUs (vested/unvested) | None outstanding | — | No director equity awards outstanding at FY 2024 year-end. |
*Percentage calculated using disclosed beneficial shares and shares outstanding.
Compensation Committee Analysis
- Committee composition: independent directors; chaired by Richard D. Schepp.
- Use of independent compensation consultants: Condon Tobin provided 2022 peer analysis; Egan Nelson retained for 2025 review.
- Findings (2022): Executive and director comp philosophy/policies consistent with industry practice; pay within peer ranges.
Insider Trades
| Date | Form | Type | Shares | Price | Source |
|---|---|---|---|---|---|
| — | — | — | — | — | No Form 4 transactions disclosed in proxy filings; Form 4 data not included in DEF 14A. |
Governance Assessment
- Strengths: Independent status, Lead Independent Director role, strong attendance, and multi-committee engagement (including chairing governance) support board effectiveness. Anti-Hedging policy enhances alignment by prohibiting hedging/shorts; no related-party transactions reported in FY 2023–2024.
- Concerns:
- Combined Chair/CEO structure may concentrate power; Lead Independent Director partially mitigates.
- Minimal director compensation and absence of annual equity grants could limit direct market-aligned incentives for independent directors.
- Controlling shareholder ownership (John R. Loftus ~73.78%) is a governance overhang impacting minority investor influence.
- Signals to monitor:
- Implementation of the 2025 Equity Incentive Plan (authorizing 1,100,000 shares for options; eligible non-employee directors) and whether director equity begins to be granted; plan anti-repricing and minimum 1-year vesting are positive features.
- Say-on-pay frequency recommendation (“three years”) and upcoming advisory votes.
- Amended bylaws set Board size to 5–7 and clarify vacancy filling by remaining directors—implications for refreshment.
RED FLAGS: Combined Chair/CEO; controlling shareholder with ~74% ownership.
Notes on Recent Filings Relevant to Governance
- 2025 Amended & Restated Bylaws: Board size 5–7; vacancies filled by majority of remaining directors; indemnification and liability limitation provisions detailed.
- 2025 Share Repurchase Authorization: Increased to total 1,100,000 shares through March 31, 2026; corporate discretion on retirement.
Appendix References
- Director compensation policy and FY 2023–2024 director compensation tables.
- Committee charters and composition (Audit, Compensation, Compliance/Governance/Nominating).
- Beneficial ownership tables.
- Anti-Hedging policy and Code of Business Conduct & Ethics.
- 2025 Equity Incentive Plan summary terms and restrictions.