Richard Baalmann
About Richard F. Baalmann, Jr.
Independent director at Escalade, Incorporated since 2006; age 65. President of Bramm Inc., operator of ACE Hardware stores in the St. Louis area since 1988. Considered an Audit Committee financial expert under SEC rules and currently chairs Escalade’s Audit Committee; also serves on the Compensation and Nominating & Corporate Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ace Hardware Corporation | Director; Chairman of Audit and Supply Committees | 1999–2008 | Served on Nominating & Corporate Governance, Executive, and Compensation Committees; experience in GAAP/SEC compliance, compensation policies, and strategic planning |
| Bramm Inc. (ACE Hardware stores operator) | President | 1988–present | Retail marketing leadership over 30+ years; operational oversight in consumer retail |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bramm Inc. | President | 1988–present | Operates ACE Hardware stores in St. Louis area |
Board Governance
- Independence: Independent (NASDAQ Rule 5605) .
- Years on Board: Director since 2006 .
- Committee Assignments: Audit (Chair; financial expert), Compensation (Member), Nominating & Corporate Governance (Member) .
- Attendance: 100% of regular Board and committee meetings in 2024; Board met 10 times; independent directors held executive sessions at 4 meetings (Lead Independent Director: Edward E. Williams) .
- Risk Oversight: Audit Committee oversees key financial, regulatory, and cybersecurity risks; reports to full Board; meets quarterly in executive session with CFO .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Board Retainer | 56,000 | Standard non-employee director retainer |
| Audit Committee Chair Fee | 15,000 | Chair premium |
| Compensation Committee Member Fee | 3,000 | Member fee |
| Nominating & Corporate Governance Member Fee | 3,000 | Member fee |
| Total Fees Earned (Cash) | 77,000 | Matches reported fees for Baalmann |
| Equity Awards (RSUs) – Fair Value | 56,803 | ASC 718 grant-date value for 2024 |
| Mix (Cash vs Equity) | ~58% cash / 42% equity | Based on $77,000 cash and $56,803 equity |
| Announced Changes (2025) | Amount ($) | Notes |
|---|---|---|
| Annual Board Retainer | 58,000 | Increase from $56,000 |
| Audit Committee Chair Fee | 20,000 | Increase from $15,000 |
| Lead Independent Director Fee | Eliminated | Policy change; not applicable to Baalmann |
| Chairman of the Board Fee | 60,000 | Not applicable to Baalmann |
Performance Compensation
| RSU Grant | Shares | Fair Value ($) | Vesting | Grant Date |
|---|---|---|---|---|
| 2024 Director RSUs | 4,300 | 56,803 | 50% at 1 year; 50% at 2 years; service-based | Not disclosed |
| 2025 Director RSUs (planned) | 4,500 | N/A | 50% at 1 year; 50% at 2 years; service-based | Not disclosed |
Performance metric framework for director equity: No performance metrics (e.g., revenue, EBITDA, TSR) disclosed for director RSUs; vesting is time-based . Change-in-control: all outstanding RSUs accelerate if awards are not assumed or substituted by the acquirer under the 2017 Incentive Plan .
Other Directorships & Interlocks
| Company | Type | Role | Status |
|---|---|---|---|
| Ace Hardware Corporation | Private/cooperative | Director; Committee Chair | Prior service (1999–2008) |
- Compensation Committee Interlocks: None; all members independent and no cross-compensating board relationships disclosed for Baalmann, Franklin, Williams .
- Current public company boards: None disclosed .
Expertise & Qualifications
- Audit committee financial expert under SEC rules; extensive committee leadership (Audit, Supply, Compensation, Nominating & Governance, Executive) .
- 30+ years in retail marketing and operations; deep consumer products and multi-store management experience .
- Current Escalade committee roles: Audit Chair; member of Compensation and Nominating & Corporate Governance .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Unvested RSUs (excluded from total) |
|---|---|---|---|
| Richard F. Baalmann, Jr. | 110,394 | 0.81% | 6,950 |
- Beneficial ownership base: 13,663,778 shares outstanding as of Feb 25, 2025 .
- Pledging/Hedging: Hedging, margin purchases, and options transactions prohibited by insider trading policy; pledging not specifically disclosed .
- Ownership guidelines: Not disclosed for directors .
Governance Assessment
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Strengths
- Independent director with 19+ years of service; 100% attendance in 2024; active participation across key committees .
- Audit Chair and SEC-defined audit committee financial expert; leads risk oversight, internal control, and auditor independence processes .
- No related-party transactions with directors or executive officers; clean Section 16 compliance reported for 2024 .
- Clawback policy updated in Nov 2023; strong prohibitions on hedging and certain derivatives promote alignment .
- Balanced director pay structure with meaningful equity component; clear committee fee transparency .
-
Watch Items / Potential Red Flags
- Auditor transition (FORVIS to Grant Thornton) in May 2024 occurred after previously disclosed material weaknesses in internal control; while no disagreements were reported, continued vigilance by Audit Committee is warranted given prior control issues .
- External role as ACE Hardware stores operator introduces theoretical channel overlap in consumer products; however, company discloses no director-related transactions or agreements (mitigates conflict risk) .
-
Compensation Structure Signals
- 2025 increases to retainer and Audit Chair fee may reflect expanded oversight demands; elimination of Lead Independent Director fee suggests rebalancing of governance pay structure; director equity remains service-based (no disclosed performance metrics) .
-
Shareholder Feedback
- Company cites consistently high say-on-pay support historically, but specific percentages are not disclosed; Board continues annual say-on-pay and recommends annual frequency .
Overall, Baalmann’s audit oversight leadership, independence, and full attendance support board effectiveness. The prior control weaknesses and auditor change heighten the importance of his continued rigor as Audit Chair; disclosure of no related-party transactions and hedging prohibitions bolster investor confidence .