Bradley Radoff
About Bradley Radoff
Bradley L. Radoff (age 51) is an independent director of Harte Hanks (HHS), serving since May 2021; he is Principal of Fondren Management LP and previously held investment roles at Third Point, Lonestar Capital, and Citadel Investment Group; he graduated summa cum laude with a B.S. in Economics from The Wharton School, University of Pennsylvania . He beneficially owns 411,399 HHS shares (391,399 directly; 20,000 via IRA), representing 5.59% of shares outstanding as of March 25, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fondren Management LP | Principal | 2005–present | Private investment; governance/investor perspective |
| Third Point LLC | Portfolio Manager | 2006–2009 | Hedge fund investing; strategic oversight skills |
| Lonestar Capital Management LLC | Managing Director | 2003–2004 | Investment management leadership |
| Citadel Investment Group LLC | Director | 2000–2003 | Institutional investment experience |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Farmer Brothers Co. (NASDAQ: FARM) | Director | Oct 2022–present | Coffee roaster and equipment services |
| Enzo Biochem, Inc. (NYSE: ENZ) | Director | Jan 2022–present | Diagnostics/life sciences |
| VAALCO Energy Inc (NYSE: EGY) | Director (prior) | Jun 2020–Jan 2022 | Energy; former director |
| Support.com (formerly NASDAQ: SPRT) | Director (prior) | Jun 2016–Sep 2021 | Tech/services; until merger |
| Page Producing Company (formerly NYSE: PPP) | Director (prior) | Mar–Nov 2007 | Energy; board through sale |
Board Governance
- Committee assignments: Audit Committee (member; Chair: Genni Combes; Combes designated “audit committee financial expert”), Compensation Committee (member; Chair: Elizabeth Ross), and Nominating & Corporate Governance Committee (member; Chair: John H. Griffin, Jr.) .
- Independence: Board affirmatively determined Radoff is independent under NASDAQ and SEC rules (including Audit, Compensation, and Nominating committee standards) .
- Attendance: The Board met 8 times in 2024; Audit 7, Compensation 3, Nominating 2; all directors attended at least 99% of Board and applicable committee meetings, and virtually attended the 2024 annual meeting; all current directors plan to attend 2025 .
- Executive sessions: Non-management directors hold regular executive sessions; chaired by the independent Chairman (Griffin) in 2024 .
- Majority voting: Bylaws require incumbent directors to tender irrevocable resignations if they fail to receive a majority of votes cast in uncontested elections; Board must accept absent compelling reason (determination within 90 days) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $68,750 | Includes Board and any committee chair stipends paid in cash; Radoff was not a chair in 2024 . |
| Stock Awards (2024) | $90,000 | Restricted stock units (RSUs); vest on first anniversary of grant . |
| Total (2024) | $158,750 | Sum of cash and equity . |
Director program terms (2024):
- Annual retainer for general director: $60,000; Chairman retainer: $90,000; committee chair fees: $7,500–$20,000; annual equity awards: 12,048 shares equating to $90,000; “Project Elevate” fee for Chairman: $60,000 .
- Committee membership fees were eliminated in 2020 (chair stipends retained); practice continued in 2023–2024 .
Performance Compensation
| Equity Award Element | Detail | Notes |
|---|---|---|
| Annual equity award value (2024) | $90,000 | Granted as RSUs to non-employee directors . |
| Shares granted (indicative) | 12,048 | Annual equity award specified as 12,048 shares equaling $90,000 . |
| Vesting | One-year cliff | RSUs granted in 2024 vest on first anniversary of grant . |
| Performance metrics | Not disclosed for directors | No director-specific PSU/metric framework disclosed; awards are time-based RSUs . |
No change-of-control, severance, or clawback provisions are disclosed for non-employee directors; the NASDAQ-compliant clawback applies to Section 16 officers’ incentive compensation .
Other Directorships & Interlocks
| Relationship | Exposure | Notes |
|---|---|---|
| Related-party transactions | None disclosed | Board reviews/conflicts policy; no related transactions disclosed for 2024 . |
| Interlocks with HHS customers/suppliers | None disclosed | No interlock conflicts identified in proxy disclosures . |
Expertise & Qualifications
- Investor/financial expertise from leadership roles at Fondren, Third Point, Lonestar, and Citadel; relevant for capital allocation, strategic oversight, and shareholder perspective .
- Audit committee financial literacy affirmed by Board (all audit members meet NASDAQ/SEC standards); Audit Committee oversight includes cybersecurity risk since 2021 .
- Marketing/operations context via board-level exposure at multi-industry companies (diagnostics, energy, technology, consumer) .
Equity Ownership
| Holder | Shares | % of Class | Ownership Detail | As-of |
|---|---|---|---|---|
| Bradley Radoff | 411,399 | 5.59% | 391,399 direct; 20,000 via IRA; based on Schedule 13D amendment and subsequent transactions notified to the Company . | Mar 25, 2025 |
| Shares outstanding | 7,364,430 | — | Common shares outstanding on record date . | Mar 25, 2025 |
Alignment and policies:
- Director stock ownership guideline: encouraged to hold 5× annual cash retainer in Company stock; directors are in compliance or working toward compliance per policy statement .
- Hedging policy: Business Conduct Policy forbids employees and directors from engaging in hedging; management aware of no hedging by insiders .
Governance Assessment
- Strengths: Independent status; broad committee participation (Audit, Compensation, Nominating) with very high meeting attendance; majority voting standard enhances accountability; regular executive sessions under independent Chair; clear related-party review processes; hedging prohibited; robust ownership—Radoff holds 5.59% of HHS, aligning interests with shareholders .
- Compensation alignment: Director pay uses a balanced cash/equity mix with time-based RSUs vesting after one year; chair stipends reserved for committee leaders; no director-specific performance metrics disclosed, limiting potential pay-for-performance levers at the board level (common for small-caps) .
- Shareholder signals: Prior say‑on‑pay approval was 99.95%, indicating strong investor support for compensation governance more broadly .
- Potential risk indicators: None disclosed regarding related‑party transactions, pledging, or legal proceedings; continued monitoring warranted given activist‑investor background and significant ownership stake, which can be constructive but may drive assertive governance engagement during strategic transitions .