Richard Hamlin
About Richard N. Hamlin
Independent director of The Hackett Group, Inc. (HCKT), age 77, serving since 2003 with current term expiring at the 2027 annual meeting. He is designated independent under Nasdaq rules and is an Audit Committee financial expert; he chairs the Audit Committee and also serves on the Compensation and Nominating & Corporate Governance Committees . Background includes 30+ years at KPMG (21 years as partner; served on KPMG’s board 1994–1998), CFO of CommerceQuest (2002–2003), former director and Audit Chair at eTelecare Global Solutions, and Chairman/Trustee of Dakota Minnesota Eastern Railroad (2007–2008) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Partner; member of KPMG’s Board of Directors | Partner for 21 years; Board 1994–1998 | Financial/accounting expertise; board governance experience |
| KPMG Consulting | Partner | Not specified | Consulting leadership; professional services perspective |
| CommerceQuest, Inc. | Chief Financial Officer | Jul 2002–Aug 2003 | Operational finance leadership |
| eTelecare Global Solutions | Director; Audit Committee Chair | Former | Public company board experience; audit oversight |
| Dakota Minnesota Eastern Railroad (subsidiary of Canadian Pacific) | Chairman and Trustee | Oct 2007–Nov 2008 | Operational perspective outside consulting; governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| eTelecare Global Solutions | Director; Audit Committee Chair | Former | Prior public company board; no current public boards disclosed |
Board Governance
- Board composition: 7 directors, 5 independent; no Lead Independent Director; all three standing committees are fully independent .
- Independent director executive sessions occur regularly; directors attended the 2024 annual meeting via video and are expected to attend 2025 (option for video) .
- 2024 meeting cadence: Board 6, Audit 5, Compensation 6, Nominating 5; no director attended fewer than 75% of applicable meetings .
| Item | Detail |
|---|---|
| Independence | Independent director under Nasdaq |
| Committees | Audit (Chair), Compensation (member), Nominating & Corporate Governance (member) |
| Financial Expert | Designated Audit Committee financial expert |
| Years on Board | Director since 2003; term expires 2027 |
| Attendance | No director <75% of Board/committee meetings in FY2024 |
Fixed Compensation
| Year | Cash Retainer ($) | Equity Grant (RSUs, grant-date value $) | Vesting | Total ($) |
|---|---|---|---|---|
| 2024 | 40,000 | 72,000 | Vests in full at 1-year; accelerates upon involuntary termination/change of control; optional deferral elections available | 112,000 |
| 2025 | 40,000 | 108,000 | 67% vests at 1-year; 33% vests one-third annually over three years; accelerates upon involuntary termination/change of control | 148,000 |
Notes:
- Outside directors may elect to defer receipt of shares for 3 years, 5 years, or until death/disability/termination .
- Outstanding unvested RSUs at 2024 fiscal year-end: 3,077 units (Hamlin) ; as of Mar 14, 2025 beneficial ownership disclosure excludes 3,441 unvested RSUs (reflecting 2025 grants) .
Performance Compensation
- No performance-linked director compensation metrics disclosed; director equity grants are time-based RSUs with standard acceleration on change in control/involuntary termination .
| Performance Metric | Disclosed? | Notes |
|---|---|---|
| TSR/Revenue/EBITDA-linked director pay | No | Director equity is time-based RSUs, not performance-conditioned |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company directorships | None disclosed |
| Prior public company board | eTelecare Global Solutions; Audit Committee Chair |
| Compensation Committee interlocks | None; no cross-committee employment relationships; all members independent |
Expertise & Qualifications
- Audit Committee financial expert designation; extensive audit/accounting background from KPMG, including board tenure .
- CFO experience (CommerceQuest), adding operational finance perspective .
- Prior public company board and audit chair experience (eTelecare), plus operational governance at Dakota Minnesota Eastern Railroad .
Equity Ownership
| Holder | Beneficial Ownership (# shares) | % of Shares Outstanding | Unvested RSUs (exclusion from beneficial count) | Notes |
|---|---|---|---|---|
| Richard N. Hamlin | 30,084 | <1% (Company table) ; approx. 0.11% based on 27,647,034 shares outstanding | 3,441 (outside director program grants as of 3/14/2025) | Includes 1,300 shares held by his wife’s IRA |
Policies affecting alignment:
- Hedging prohibited and pledging banned without prior Audit Committee approval for directors/officers; enhances alignment and risk control .
Insider Trades
| Date | Transaction | Shares | Price ($/share) | Program/Approval |
|---|---|---|---|---|
| Feb 23, 2024 | Company repurchase from director | 6,570 | 24.34 | Outside director repurchase program approved by Audit Committee; executed under existing share repurchase program |
No director transaction for Hamlin is disclosed in the Feb 19, 2025 batch; that date reflects repurchases from other directors and the CFO .
Related-Party & Conflicts
- Related-party share repurchases: company repurchased 6,570 shares from Hamlin on Feb 23, 2024 at $24.34 per share under an Audit Committee–approved outside director program; these were executed within the broader authorized share repurchase program .
- Audit Committee reviews and pre-approves related person transactions; the Audit Committee is fully independent .
- Hedging prohibited; pledging restricted—reduces alignment risks .
RED FLAGS (monitoring focus):
- Repurchase program involvement while serving as Audit Chair could raise perceived conflict risk; mitigants include committee independence and formal pre-approval process .
- No Lead Independent Director—places more oversight responsibility on committee chairs for independent governance .
Governance Assessment
- Board effectiveness: Hamlin’s audit chair role and financial expert designation strengthen oversight of financial reporting, controls, auditor independence, cybersecurity, and related-party transactions; Audit Committee met 5 times in 2024, with full independence .
- Independence/engagement: Independent director status, multi-committee service (Audit Chair, Compensation, Nominating), and board/committee attendance thresholds met indicate solid engagement .
- Compensation/ownership alignment: Director pay is modest cash retainer plus equity RSUs; 2025 shift increases equity grant value and introduces longer vesting tranche, enhancing alignment/retention; hedging/pledging restrictions support shareholder alignment .
- Conflicts/related-party exposure: Disclosed director share repurchases under an approved program; ongoing oversight and independence of the Audit Committee are critical mitigants; no compensation committee interlocks .