Richard H. Osgood III
About Richard H. Osgood III
Richard H. Osgood III (age 70) has served on the GNSS Board since July 2013 and has been Chairman since November 2021. He retired in 2012 after serving as Head of Equity Capital Markets at Wedbush Securities (joined in 2009 via acquisition of Pacific Growth Equities, which he founded in 1991). He holds a B.S. in Psychology from the University of the South. His core credentials are capital markets leadership, securities industry expertise, and public company governance experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wedbush Securities | Head of Equity Capital Markets | Jan 2009–2012 (retired) | Led ECM; joined via acquisition of Pacific Growth Equities |
| Pacific Growth Equities | Founder; President, CEO, COO, Chairman, Executive Chairman | 1991–2009 (acquired by Wedbush) | Built and ran a growth-focused broker-dealer |
| Volpe, Welty and Company | Co‑founder; Head of Capital Markets, Sales & Trading | From 1986 (pre‑1991) | Co‑founded firm; senior capital markets leadership |
| Montgomery Securities; Rotan Mosely; Smith Barney | Senior institutional sales roles | Pre‑1986 | Senior sell‑side sales experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed in GNSS proxy | — | — | No other public company boards listed in past five years for Osgood |
Board Governance
- Independence: Board affirmatively determined Osgood is independent under NASDAQ standards.
- Roles: Chairman of the Board; member, Compensation Committee; Chair, Nominating & Corporate Governance Committee.
- Attendance and engagement:
- Board meetings in FY2024: 5; all directors attended ≥75% of Board and committee meetings during their service period.
- Compensation Committee meetings: 4 in FY2024 (members: Culhane—Chair; Dodd; Osgood).
- Nominating & Corporate Governance Committee meetings: 3 in FY2024 (members: Osgood—Chair; Schmeiser; Fugate).
- Executive sessions: Independent directors met at least twice in calendar 2024.
- Risk oversight: Committees oversee financial reporting (Audit), compensation risk (Compensation), and governance/nominations (Nominating).
- Hedging policy: Company has not adopted a practice/policy regarding directors’ ability to hedge GNSS stock.
- Clawback: Nasdaq‑compliant compensation recovery policy for executive officers (restatements).
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $30,000 | Paid in equal quarterly installments; prorated for partial year service |
| Committee/meeting fees | $0 | No additional amounts payable for committee participation or meeting fees |
| Annual RSU grant | 30,000 RSUs | Standard annual grant to each non‑employee director on annual meeting date |
| Stock awards (grant‑date fair value) | $53,700 | Osgood’s FY2024 RSU grant value per ASC 718 |
Year-over-year director compensation for Osgood:
| Metric | FY2023 | FY2024 |
|---|---|---|
| Cash fees | $30,000 | $30,000 |
| Stock awards (grant‑date fair value) | $104,400 | $53,700 |
| Total | $134,400 | $83,700 |
Director compensation cap: Cash plus grant‑date value of awards to any non‑employee director may not exceed $500,000 in a calendar year (exceptions for additional roles).
Performance Compensation
| Performance‑linked elements | Details |
|---|---|
| None disclosed for directors | GNSS compensates directors via fixed cash retainer and annual time‑based RSU grants; no committee/meeting fees; no disclosed director performance metrics or PSU awards |
Change‑in‑control treatment for equity: If awards are not continued/assumed/replaced in a change‑in‑control, they become fully vested and exercisable; otherwise subject to plan terms. Repricing of options/SARs requires stockholder approval.
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| None disclosed for Osgood | — | No external public boards listed for Osgood in the proxy; Compensation Committee interlocks report notes no interlocks involving GNSS executives in FY2024 |
Activism context: GNSS entered a cooperation agreement with Nicoya in Jan 2025, adding R. Rimmy Malhotra to the Board and Audit Committee; Osgood (Chairman) engaged in discussions with Nicoya prior to agreement.
Expertise & Qualifications
- Capital markets and securities industry expert; senior leadership across ECM, sales & trading, and broker‑dealer operations.
- Governance leader: Chairman of the Board; Chair of Nominating & Corporate Governance Committee.
- Board determined independent under NASDAQ rules.
- Education: B.S., Psychology, University of the South.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 507,883 | As of Jan 28, 2025 |
| Ownership (% of shares outstanding) | 1.1% | Based on 44,929,634 shares outstanding |
| Derivatives/within 60 days | 30,000 | Shares issuable upon exercise of options or settlement of RSUs within 60 days |
| Pledged shares | Not disclosed | No pledging disclosure found in proxy; related‑party transactions indicate none above thresholds in FY2024 |
| Ownership guidelines | Not disclosed | No director ownership guideline disclosure found in proxy |
Governance Assessment
-
Positives:
- Independent Chairman since 2021; clear segregation of CEO and Chair roles.
- Active governance leadership as Chair of Nominating & Corporate Governance; consistent committee engagement (Compensation member).
- Strong attendance and functioning Board/committees; independent directors hold executive sessions.
- Transparent and disciplined director pay structure (modest $30k cash retainer; annual RSUs; no committee/meeting fees); $500k annual cap.
- No related‑party transactions reported for FY2024; no compensation committee interlocks.
- Shareholder support: Say‑on‑pay received 94.3% support at 2024 annual meeting (management advisory).
-
Watch items / potential red flags:
- Hedging policy gap: Company has not adopted a policy restricting directors’ hedging transactions, which can impair alignment if used.
- Section 16 compliance: A delinquent Form 4 filing was noted for Osgood (reported Oct 10, 2023), a minor compliance lapse.
- Activist cooperation: Nicoya agreement increased Board size and added a shareholder‑nominated director; constructive engagement but indicates active governance dynamics to monitor.
Shareholder Voting Context
| Vote | 2023 Result | 2024 Result |
|---|---|---|
| Say‑on‑pay | For: 14,009,773; Against: 679,081; Abstain: 245,676; Broker non‑votes: 11,278,878 | For: 14,788,662; Against: 885,602; Abstain: 787,995; Broker non‑votes: 13,057,287 |
| Frequency (advisory) | — | One year: 14,803,597; Two years: 78,673; Three years: 457,599; Abstain: 1,122,390 |
| 2024 say‑on‑pay support (proxy) | — | 94.3% approval per proxy disclosure |
Overall, Osgood’s independent leadership, committee roles, and straightforward director pay support investor confidence; the absence of a hedging policy and the noted late Form 4 filing are governance gaps to monitor.