Richard Diaz
About Richard Diaz
Richard Diaz, age 50, is an independent director nominee to the HFFG Board, with nearly 30 years of human capital leadership across manufacturing, production, food, and distribution sectors; he is President & CEO of Advanced Resources and emphasizes people strategy ROI and ethical leadership . The Board has determined he will be “independent” under Nasdaq Listing Rules if elected . As of April 7, 2025, he reported no beneficial ownership of HFFG shares (less than 1%) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advanced Resources | President & CEO | Not disclosed | Led consulting best practices; firm achieved “Best of Staffing” awards for client and consultant satisfaction |
External Roles
| Organization/Board | Role | Public/Private | Notes |
|---|---|---|---|
| Public company boards | — | Public | None disclosed; nominees are not directors of any company registered under Sections 12/15(d) or investment companies |
| Chicago Public Library | Community initiatives | Non-profit | Community commitment cited; specific role not disclosed |
| Startups (advisory roles) | Advisor | Private | Advisory roles noted; specific entities not disclosed |
Board Governance
- Independence: Board determined Diaz will be independent if elected; current independent directors are Westfall, Lim, Ross, and Wang .
- Board leadership: CEO and Chair roles are separated; currently no Board Chair; Charlotte Westfall serves as Lead Independent Director .
- Committee structures (current): Audit (Chair: Lisa Lim; members: Westfall, Ross, Wang; 10 meetings in 2024) ; Compensation (Chair: Maria Ross; members: Westfall, Wang; 7 meetings in 2024) ; Nominating & Governance (Chair: Charlotte Westfall; members: Lim, Ross; 6 meetings in 2024) ; Special Transactions Review (Chair: Dr. Yujie Wang; members: Westfall, Lim; 2 meetings in 2024) . Diaz’s post‑election committee assignments are not disclosed .
- Attendance: In 2024, the Board held 15 meetings; directors had an 87% attendance rate overall and 100% for committees; 100% attended the 2024 annual meeting .
- Insider trading policy: Prohibits derivatives; directors and officers may not margin or offer to margin Company securities, but may use Company securities they beneficially own as collateral for bona fide loans; Company has no formal hedging policy .
Fixed Compensation
Current independent director cash fee program (as disclosed for 2024; Diaz was not yet on the Board):
| Component | Amount (USD) | Notes |
|---|---|---|
| Quarterly retainer (independent director) | $7,500 per quarter | Newly appointed independent directors (Westfall, Lim, Ross, Wang) |
| Lead Independent Director premium | $2,500 per quarter | Paid to Westfall |
| Audit Chair fee | $5,000 per quarter | Paid to Lim (2024) |
| Compensation Chair fee | $3,750 per quarter | Paid to Ross (2024) |
| Nominating & Governance Chair fee | $2,500 per quarter | Paid to Westfall (2024) |
| Special Transactions Chair fee | $2,500 per quarter | Paid to Wang (2024) |
| Reimbursement of expenses | At cost | Travel/meeting expenses reimbursed |
Performance Compensation
Director equity is time-based (no performance metrics disclosed):
| Grant Type | Grant Date | Shares | Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (annual for independent directors) | 2024-08-07 | 9,709 per director | $30,000 | Vest on 2025-08-07, subject to continuous service |
No performance‑based equity (PSUs) for directors is disclosed; director equity consists of time‑vested RSUs only .
Other Directorships & Interlocks
| Person | Public Company Boards | Interlocks/Conflicts |
|---|---|---|
| Richard Diaz | None disclosed | None disclosed; nominees are not current directors of other public registrants |
Expertise & Qualifications
- Human capital expertise with manufacturing/production/food distribution orientation; leadership across private, public, and PE‑backed environments; emphasis on people strategy ROI and governance insights .
- Community engagement with Chicago Public Library and startup advisory roles; ethical leadership emphasis .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Richard Diaz | — | <1% |
As of April 7, 2025 record date; table prepared on 52,737,650 shares outstanding .
Governance Assessment
- Board effectiveness: Diaz adds deep human capital and operations relevance to a distribution business; independence affirmed if elected, with strong committee infrastructure (Audit, Compensation, Nominating, Special Transactions) to oversee risks and related‑party transactions .
- Ownership alignment: Diaz has no disclosed share ownership; HFFG uses annual RSUs for directors (time‑vested), which provides some alignment but lacks performance linkage for directors .
- Conflicts/related party: No Diaz‑specific related‑party transactions disclosed; Company has material related‑party dealings overseen by Special Transactions Review Committee—key mitigant but still a monitoring area for investor confidence .
- Shareholder signals: 2024 say‑on‑pay approval was ~80%, below typical peer medians, indicating room for improved investor alignment; Compensation Committee uses independent consultant (Pay Governance), which supports governance quality .
RED FLAGS
- No personal share ownership disclosed (less than 1%); monitor future Form 3/4 filings post‑election for ownership alignment .
- Board‑level attendance in 2024 at 87% (not perfect), though committee attendance was 100%—continued monitoring warranted .
- Insider trading policy permits pledging Company securities as loan collateral by directors/executives, a potential alignment risk if used; no Diaz pledge disclosed .
- Company’s ongoing related‑party transactions require robust independent oversight; none involve Diaz, but sustained vigilance is necessary .