I. Robert Rudy
About I. Robert Rudy
Independent director of First United Corporation (FUNC), age 72, serving since May 1992. He holds a Bachelor of Business Administration from Ohio University. Core credentials include extensive retail industry leadership, governance experience, risk management, and strategic planning.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| I. R. Rudy’s, Inc. | Owner and Operator (retail apparel and sporting goods) | Since 1992 | Business management and operations |
| Oakland Volunteer Fire Department | Retired Chief; continues as apparatus driver | 49 years of service; retired | Public safety leadership and community engagement |
| Maryland Fire Prevention Commission | Commissioner | Not stated | Regulatory/public safety oversight |
| Maryland Fire & Rescue Institute | Certified Level II Instructor | 1978–1990 | Training, standards, operational expertise |
| Oakland Planning and Zoning Commission | Chairman | Since 1989 | Land use, governance, policy leadership |
External Roles
| Organization | Role | Tenure/Notes | Scope/Impact |
|---|---|---|---|
| Sports Specialists, Ltd. | Chairman of the Board | National retail buying group | Procurement, retail industry linkages |
| Ohio University Foundation | Trustee, Vice Chairman; Executive Committee member; Chair Real Estate Committee; Vice Chair Finance Committee | Active; represented Foundation at AGB National Leadership Conference (Jan 2020) | Governance, finance, real estate oversight |
| The Ohio University Inn & Conference Center | President of the Board | Athens, OH | Hospitality operations oversight |
| Russ Holdings LLC; Russ North Valley Road LLC; Russ Research Center LLC | Board associations | Dayton, OH | Asset oversight tied to Ohio University entities |
| Housing for Ohio/Courtyard Apartments | Board association | Athens, OH | Residential real estate |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Determined independent under Nasdaq Rule 5605; Audit, Compensation, and Nominating Committees comprised of independent directors |
| Board tenure | Director since May 1992 |
| Committee assignments | Strategic Planning; Compensation; Risk & Corporate Compliance |
| Committee chair roles | None disclosed for Rudy; Audit Chair: DiPietro; Nominating Chair & Lead Independent Director: Boal; Compensation Chair: Shockley (retired Dec 1, 2024) |
| Attendance | Board held 12 meetings in 2024; all directors met at least the 75% attendance expectation |
| Lead Independent Director | Brian R. Boal |
| Executive sessions | Regular executive sessions of independent directors led by the Lead Independent Director |
| Director age cap | Bylaws prohibit election at age ≥75 in the meeting year |
Fixed Compensation
| Year | Fees Earned/Paid (Cash) | Stock Awards (Fully-vested shares) | All Other Compensation | Total |
|---|---|---|---|---|
| 2024 | $36,400 | $21,940 (1,000 shares at $21.94) | $0 | $58,340 |
Director compensation program elements (non-employee directors): $15,000 cash retainer; $1,000 per Board meeting; $500 per committee meeting ($200 for short special meetings); annual grant of 1,000 fully-vested shares; certain committee chairs receive an extra $2,500 cash retainer; option to elect retainer in stock instead of cash.
Performance Compensation
Directors do not receive performance-based incentive compensation (no options or PSUs); equity awards are fully-vested shares granted annually.
Other Directorships & Interlocks
| External Board | Potential Interlock with FUNC | Notes |
|---|---|---|
| Sports Specialists, Ltd. | None disclosed | Retail buying group; no related-party transactions disclosed involving Rudy |
| Ohio University Foundation and affiliated entities | None disclosed | Governance roles; educational foundation entities |
| The Ohio University Inn & Conference Center | None disclosed | Hospitality |
No related-party transactions involving Rudy were disclosed in the last two fiscal years; related-party transactions disclosed involved services provided by a company owned by another director (Walls).
Expertise & Qualifications
- Extensive retail industry and business operations leadership through ownership/operator role since 1992.
- Governance and finance expertise via Ohio University Foundation leadership (Executive Committee; vice chair; real estate and finance committees).
- Public-sector/regulatory experience (Maryland Fire Prevention Commission; planning & zoning).
- Risk management and strategic planning experience; committee service spans Strategic Planning, Compensation, and Risk & Compliance.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Breakdown | % of Outstanding |
|---|---|---|---|
| I. Robert Rudy | 47,618 | Includes 1,500 shares owned by I. R Rudy Business Trust; 4,500 shares of phantom stock in deferred comp plan; 4,617 shares with investment/voting discretion via power of attorney | <1.0% |
| Shares outstanding (Record Date) | 6,473,375 | — | — |
Stock ownership guidelines for directors (excluding CEO): expected to hold shares worth at least $100,000; directors must retain 100% of net shares granted until guideline met. Compliance status by individual director not disclosed.
Policy notes:
- Insider Trading Policy adopted; Section 16 reporting generally timely for 2024 (late filings noted for two officers, not Rudy).
- No corporate policy restricting directors/employees from hedging company stock value (potential misalignment risk).
- Incentive Compensation Recovery (clawback) policy adopted.
Governance Assessment
- Board effectiveness: Rudy’s long tenure (since 1992) provides deep institutional knowledge; he serves on risk, compensation, and strategic committees, aligning with governance and risk oversight needs. The Board maintains regular executive sessions and an active Lead Independent Director structure.
- Independence and engagement: Board deems Rudy independent; directors met the ≥75% attendance threshold in 2024, supporting engagement.
- Ownership alignment: Significant beneficial holding disclosed (47,618 shares, including phantom stock), plus director ownership guidelines requiring at least $100,000 in value and 100% net-share retention until compliant—signals alignment, though individual compliance status for directors is not specified.
- Compensation mix: 2024 director pay was a balanced mix of cash ($36,400) and equity ($21,940 fully-vested shares), with no performance incentives—typical for independent directors and supports oversight independence.
- Potential conflicts/red flags: No related-party transactions disclosed for Rudy; however, absence of a hedging policy for directors/employees is a governance red flag for some investors, as it can undermine alignment with long-term shareholder value. Age cap at 75 provides a natural refresh mechanism; Board’s formal refresh plan emphasizes skills diversity.
Overall signal: Rudy’s committee roles and independence support board oversight quality; his disclosed ownership enhances alignment. Key watchpoint is the lack of hedging restrictions for directors/employees, which some investors may view unfavorably; continued board refresh and rotation mitigate entrenchment risk as he approaches the bylaw age cap.