Richard D. Schepp
About Richard D. Schepp
Richard D. Schepp (age 64) is an Independent Director at Envela Corporation and has served since December 1, 2021. He chairs the Compensation Committee and serves on the Audit Committee and the Compliance, Governance, and Nominating Committee. Previously, Mr. Schepp was Chief Administrative Officer at Kohl’s Corporation until 2018, overseeing human resources, legal, risk management and compliance, real estate, business development, and store construction and design. He holds a BBA from the University of Wisconsin–Eau Claire and a JD from the University of Wisconsin Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kohl’s Corporation | Chief Administrative Officer | Retired 2018 | Led HR, legal, risk management/compliance, real estate, BD, store construction/design |
| Retail industry | Various senior roles | Since 1992 | Extensive retail operations and leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in Envela’s proxy biographies |
Board Governance
- Independence: Board determined Richard D. Schepp is independent under SEC and Exchange standards .
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee; Member, Compliance, Governance, and Nominating Committee .
- Board leadership: CEO serves as Chairman; Lead Independent Director role created in 2014 (held by Jim R. Ruth) to preside over executive sessions and liaise with independent directors .
- Anti-hedging policy: Prohibits hedging and short sales by directors, officers, employees, and certain family members .
- Related-party transactions: None material reported for Fiscal 2024 and Fiscal 2023 .
Board and Committee Attendance
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Board Meetings Held (count) | 4 | 4 | 4 |
| Attendance (Schepp) | 100% (all directors attended all meetings) | 100% (all directors attended all meetings) | 100% (all directors attended all meetings) |
| Annual Stockholder Meeting Attendance | All directors attended | All directors attended | All directors attended |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Annual Cash Retainer ($) | 10,000 | 10,000 | 10,000 |
| Committee Chair Fees ($) | None disclosed | None disclosed | None disclosed |
| Other Compensation | None disclosed | None disclosed | None disclosed |
Director pay structure has been a flat $10,000 cash annually since January 2017, paid $2,500 quarterly, with no other compensation forms for independent directors .
Performance Compensation
| Equity Awards Outstanding at Year-End | 2022 | 2023 | 2024 |
|---|---|---|---|
| Options/RSUs/Other | None | None | None |
- Historical plans: 2004 Stock Option Plan fully inactive (no options outstanding as of 2024); 2016 Equity Incentive Plan never utilized and formally terminated in 2024 .
- 2025 Equity Incentive Plan (proposed): Share reserve 1,100,000; option awards only; minimum exercise price the greater of $10.00, fair market value, or 110% FMV for 10% holders; 10-year term (5-year limit for 10% holders); minimum 1-year vesting (up to 5% pool exempt); no option repricing without shareholder approval .
- Eligibility references include non-employee directors in the summary; however, the plan’s detailed eligibility section limits participation to full-time, permanent employees, creating an inconsistency to monitor post-approval .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| — | — | — | No current public company boards or disclosed interlocks; biography focuses on prior Kohl’s executive role |
Expertise & Qualifications
- Retail leadership spanning HR, legal, risk management/compliance, and operations; suitable for compensation oversight and enterprise risk discussions .
- Legal and business credentials (JD and BBA) provide governance and regulatory depth .
- Independent status and multi-committee service (Audit; Compensation as Chair; Compliance/Governance/Nominating) .
Equity Ownership
| As-of Date | Shares Beneficially Owned | Percent of Class | Vested vs. Unvested | Options (Exercisable/Unexercisable) | Pledged as Collateral |
|---|---|---|---|---|---|
| Apr 23, 2023 | 15,000 | <1% | Not disclosed; no outstanding awards | None | Not disclosed |
| Apr 30, 2024 | 15,000 | <1% | Not disclosed; no outstanding awards | None | Not disclosed |
| Apr 30, 2025 | 15,000 | <1% | Not disclosed; no outstanding awards | None | Not disclosed |
Shares outstanding: 26,924,631 (2023), 26,276,427 (2024), 25,995,201 (2025) .
Governance Assessment
- Strengths
- Independent director with legal and multi-functional retail leadership experience; chairs Compensation and serves on Audit and Compliance/Nominating, enhancing oversight breadth .
- Consistent attendance (100%) at board meetings and annual meetings across 2022–2024, indicating engagement .
- Anti-hedging policy and no material related-party transactions in 2023–2024 support alignment and reduced conflict risk .
- Use of independent compensation consultants (Condon 2022; Egan Nelson engaged for 2025 review) signals attention to pay governance .
- Potential risks and monitoring items
- Combined CEO/Chair structure concentrates authority; mitigation via Lead Independent Director (Jim R. Ruth) and executive sessions should be monitored for efficacy .
- Controlling shareholder: CEO John R. Loftus beneficially owns ~73.78% (2025) which can impact minority shareholder protections and board dynamics .
- Independent director equity alignment historically minimal (no equity awards outstanding; $10,000 flat cash retainer), which may limit long-term alignment; watch implementation details and eligibility of the 2025 Plan for non-employee directors given plan text inconsistencies .
- Ensure the 2025 Plan’s guardrails (minimum vesting; no repricing without shareholder approval) are preserved in any director grants to avoid shareholder-unfriendly practices .
No disclosed employment agreements for executives as of 2024; customary indemnification applies, limiting contractual conflicts. Director compensation remains simple cash with no meeting or chair fees beyond retainer .