Linda Johnson Rice
Enova InternationalAbout Linda Johnson Rice
Linda Johnson Rice, 66, has served as an independent director of Enova International since September 10, 2020 and currently chairs the Nominating and Corporate Governance Committee . She is CEO of Johnson Publishing Company, LLC, and serves on the board of Omnicom Group Inc.; her prior public company board service includes Grubhub Inc., Tesla, Inc., Kimberly‑Clark Corporation, Bausch & Lomb, Continental Bank, Dial Corporation, MoneyGram International, Inc., Quaker Oats Company and Viad Corp . Rice holds a B.A. in Journalism from USC’s Annenberg School and an MBA from Northwestern University’s Kellogg School of Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tesla, Inc. | Director | Previously served (dates not disclosed) | — |
| Kimberly‑Clark Corporation | Director | Previously served | — |
| Bausch & Lomb | Director | Previously served | — |
| Continental Bank | Director | Previously served | — |
| Dial Corporation | Director | Previously served | — |
| MoneyGram International, Inc. | Director | Previously served | — |
| Quaker Oats Company | Director | Previously served | — |
| Viad Corp | Director | Previously served | — |
| Grubhub Inc. | Director | Previously served | — |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Omnicom Group Inc. (NYSE: OMC) | Director | Current | Public company board service |
| Art Institute of Chicago | Trustee | Current | Non‑profit governance |
| Northwestern Memorial Hospital | Board member | Current | Non‑profit governance |
| Chicago Public Library | President, Board of Directors | Current | Civic leadership |
| National Museum of African American History and Culture | Founding Council member | Current | Advisory role |
| Adweek Diversity & Inclusion Council | Founding member | Current | DEI advisory |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board affirmed Rice is independent under NYSE standards; 9 of 10 directors are independent |
| Committee assignments | Nominating & Corporate Governance Committee – Chair; Members: Linda Johnson Rice*, Daniel R. Feehan, James A. Gray |
| Committee activity (2024) | Nominating & Corporate Governance met 3 times; all members independent |
| Committee remit | Director selection/independence assessment; related person transactions oversight; Corporate Governance Guidelines; ESG strategy oversight; annual Board/committee evaluations |
| Board meeting attendance (2024) | Board held 5 meetings; each director attended at least 75% of Board and respective committee meetings; all directors attended 2024 annual meeting |
| Lead Independent Director | James A. Gray; responsibilities include presiding over sessions without management, agenda review, liaison duties |
| Election results (2025) | Votes For Linda Johnson Rice: 18,788,951; Votes Against: 513,381; Broker Non‑Votes: 2,229,971 |
Fixed Compensation
| Metric (FY 2024) | Amount |
|---|---|
| Cash fees earned | $105,000 |
| Cash retainer policy (structure) | $100,000 annual retainer for non‑employee directors; additional annual retainers: $30,000 for Lead Independent Director and Audit Chair; $25,000 for Compensation Chair and Nominating & Corporate Governance Chair; paid quarterly in cash |
Performance Compensation
| Equity Award | Grant Date | Number of RSUs | Valuation Basis | Reported Fair Value | Vesting | CIC Treatment |
|---|---|---|---|---|---|---|
| Annual RSU | May 8, 2024 | 2,754 | 45‑day avg price $61.71 | $172,400 | Fully vests 12 months from grant | Unvested RSUs automatically vest upon change‑in‑control |
No stock options, PSUs, or performance‑contingent equity are disclosed for directors; RSUs are time‑based with 12‑month vesting .
Other Directorships & Interlocks
| Company | Current/Prior | Potential Interlock/Conflict Note |
|---|---|---|
| Omnicom Group Inc. | Current | Marketing services; no related party transactions with Enova disclosed since Jan 1, 2024 |
| Grubhub Inc.; Tesla, Inc.; Kimberly‑Clark; Bausch & Lomb; Continental Bank; Dial; MoneyGram; Quaker Oats; Viad | Prior | No interlocks disclosed with Enova’s current directors; no related party transactions disclosed |
Expertise & Qualifications
- CEO experience at Johnson Publishing Company; deep board governance across financial services and technology; civic/non‑profit leadership; diversity and inclusion advocacy .
- Education: B.A. Journalism (USC Annenberg) and MBA (Northwestern Kellogg) .
- As Nominating & Corporate Governance Chair, oversees related person transaction policy and ESG strategy, signaling governance expertise and risk oversight .
Equity Ownership
| Holder | Beneficial Ownership (as of Mar 21, 2025) | % of Class | Notes |
|---|---|---|---|
| Linda Johnson Rice | 2,754 shares/units | <1% | Includes 2,754 unvested RSUs scheduled to vest within 60 days; none of directors’/officers’ reported shares are pledged or held in margin accounts |
| Shares Outstanding (reference) | 25,612,639 | — | Basis for ownership percentages |
Stock ownership guidelines require directors to hold 5x annual retainer; executives/directors must retain 50% of net shares until thresholds are met, and the company states directors comply or are within the timeframe . Insider Trading Policy prohibits hedging, short sales, derivatives, margin accounts, and pledging of company securities .
Insider Filings Compliance
| Filing Topic | FY 2024 Status | Note |
|---|---|---|
| Section 16(a) compliance – Linda Johnson Rice | Timely | Company reported late Form 4s only for Steven Cunningham and Lindsay Corby; all other reporting persons timely |
Governance Assessment
- Board effectiveness and independence: Rice is one of nine independent directors, with demonstrated engagement (≥75% attendance; chairing a key committee) .
- Governance leadership: As Nominating & Corporate Governance Chair, she oversees director selection/independence, related person transactions, governance guidelines, and ESG—key levers for board quality and investor confidence .
- Alignment and incentives: Director pay mix is cash plus time‑vested RSUs; annual RSU grant aligns interests but lacks performance conditions; automatic vesting on change‑in‑control is shareholder‑sensitive but may reduce retention hurdles in a sale context .
- Ownership and policies: Beneficial ownership is modest (<1%), but strong ownership/retention guidelines and anti‑hedging/anti‑pledging policy mitigate alignment concerns .
- Conflicts/related parties: No related party transactions since Jan 1, 2024; policy requires committee review and director recusal if involved, reducing conflict risk .
- Shareholder support: Strong with 18.79M votes for Rice’s 2025 election; say‑on‑pay also passed (19.44M for), indicating overall governance credibility .
RED FLAGS
- None disclosed regarding related party transactions, hedging/pledging, or attendance; equity awards accelerate on change‑in‑control, which is common but merits monitoring for potential windfall if transaction timing coincides with vest dates .
Signals to watch
- Any changes to director compensation structure (e.g., increased guaranteed cash vs. equity) or addition of performance‑linked director equity would alter alignment; committee charter and ESG oversight updates could signal governance priorities .