Rimmy Malhotra
About R. Rimmy Malhotra
R. Rimmy Malhotra, age 49, has served on HireQuest’s board since April 6, 2016 and is currently Vice-Chairman of the Board . He is designated an “audit committee financial expert” by the Board and meets Nasdaq independence standards through his committee service . Malhotra is Managing Member and Portfolio Manager of Nicoya Fund LP; prior roles include portfolio manager of Gratio Values Fund and investment analyst at a New York hedge fund . He holds undergraduate degrees in Computer Science and Economics (Johns Hopkins), an MBA in Finance (Wharton), and an M.A. in International Relations (UPenn/Lauder) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nicoya Fund LP | Managing Member & Portfolio Manager | Since 2013 | Public equities investor; governance exposure via multiple public boards |
| Gratio Values Fund | Portfolio Manager | 2008–2013 | Mutual fund PM (’40 Act) |
| Hedge fund (NY) | Investment Analyst | Prior to 2008 | Public markets analysis |
| Scott’s Liquid Gold-Inc. (OTCBB: SLGD) | Director; Chair, Audit Committee | Jan 2021–acquisition in 2024 | Led audit oversight until company acquisition |
External Roles
| Company | Ticker | Role | Committees | Start | Status |
|---|---|---|---|---|---|
| Optex Systems Holdings, Inc. | OPXS | Director | Chair, Nominating & Corporate Governance; Member, Audit and Compensation | Nov 2019 | Current |
| FRMO Corp. | OTC Pink: FRMO | Director | Not specified | Nov 2024 | Current |
| Genasys Inc. | GNSS | Director | Not specified | Jan 2025 | Current |
Board Governance
- Current HQI roles: Vice-Chairman; Member, Audit Committee; Member, Compensation Committee; designated Audit Committee Financial Expert .
- Independence: The Board determined all members of the Audit and Compensation Committees meet SEC and Nasdaq independence requirements; Malhotra serves on both committees .
- 2024 meeting cadence and attendance: Board (6 meetings), Audit (5), Compensation (3), Nominating & Governance (1); each director attended at least 75% of meetings of the Board and their committees; all directors attended the 2024 annual meeting .
HQI Committee Matrix (current)
| Director | Audit | Compensation | Nominating & Gov |
|---|---|---|---|
| R. Rimmy Malhotra | Member; Financial Expert | Member | — |
Fixed Compensation
Director Compensation Plan – Cash Retainers
| Role | Annual Retainer ($) |
|---|---|
| Board Annual Retainer | 36,000 |
| Audit Committee Member | 5,500 |
| Compensation Committee Member | 3,500 |
| Nominating & Governance Committee Member | 3,500 |
| Audit Committee Chair | 8,500 |
| Compensation Committee Chair | 5,500 |
| Nominating & Governance Committee Chair | 5,500 |
| Vice Chairman Annual Retainer | 12,500 |
- Retainers are payable in cash quarterly, but directors may elect to receive stock in-lieu of cash .
2024 Non-Employee Director Compensation (Malhotra)
| Name | Fees Earned or Paid in Cash | Stock Awards (Grant-Date Fair Value) | Option Awards | Total |
|---|---|---|---|---|
| R. Rimmy Malhotra | $0 | $182,491 (stock elected in-lieu of cash retainers) | $0 | $182,491 |
Footnote: At year-end, Malhotra held options to purchase 8,750 shares at an average strike of $5.50; 100% of these options were vested .
Performance Compensation
| Equity Program | Key Terms |
|---|---|
| Initial Restricted Shares (2019 launch grant) | 15,000 restricted shares granted 9/23/2019; vested in three equal annual installments on June 14, 2020, 2021, and 2022; unvested forfeited upon separation |
| Annual Restricted Shares | 4,000 restricted shares granted at each annual meeting (from 2020), vest in full three months after grant |
| Stock Purchase Matching Program | Company matches 20% of director’s open-market purchases with restricted shares (cap: $25,000 value per director per year); matched shares vest on the second anniversary, subject to continued service and holding at least the matched share count |
- No use of compensation consultants in 2024; the Compensation Committee did not engage an advisor to determine executive compensation .
Other Directorships & Interlocks
- Current public boards: Optex Systems (Chair, Nominating & Governance; member, Audit and Compensation), FRMO Corp., and Genasys Inc. .
- Prior public board: Scott’s Liquid Gold-Inc. (Director; Chair, Audit Committee) through 2024 acquisition .
Expertise & Qualifications
- Audit Committee Financial Expert designation (SEC Reg S-K Item 407(d)(5)(ii)) .
- Public company governance across multiple issuers and committees (audit, compensation, nom/gov) .
- Formal education in finance and international relations (Wharton MBA; UPenn/Lauder M.A.) and technical/economic undergrad training (CS/Economics, Johns Hopkins) .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| R. Rimmy Malhotra | 219,798 | 1.6% | As of April 28, 2025 (record date) |
| Stock Options | 8,750 options | — | Avg strike $5.50; 100% vested at FY-end 2024 |
- Stock ownership requirement: Non-employee directors must own, by the second anniversary of initial election/appointment, shares (excluding Initial/Annual Restricted Shares) equal in value to one Board Annual Retainer .
- Hedging/derivatives/margin: Prohibited without advance approval; includes short sales, options trading, margin accounts, and hedging/monetization arrangements .
- Pledging: Holding Company securities in a margin account is prohibited absent approval .
- Compliance status vs. ownership guidelines: Not specifically disclosed for individual directors .
Governance Assessment
- Strengths: Independent director and Vice-Chairman with deep capital markets experience; recognized as an Audit Committee Financial Expert; active roles on Audit and Compensation at HQI; board and committee attendance met at least 75% threshold in 2024; elected to receive equity in lieu of cash, signaling alignment .
- Alignment: Meaningful personal stake (219,798 shares, 1.6% of shares outstanding) and fully vested legacy options (8,750 @ $5.50) enhance skin-in-the-game; director ownership requirements and a stock-purchase matching program further reinforce alignment .
- Process/controls: Audit Committee oversees related-party transaction policy; all audit and tax services are pre-approved to preserve auditor independence; committee independence affirmed by Board .
- Potential watch items: Multiple concurrent public company directorships (OPXS, FRMO, GNSS) can elevate time-commitment considerations, though no attendance shortfalls are disclosed; no third-party arrangements connected to director service/candidacy were identified by the Company .
No specific related-party transactions involving Malhotra are disclosed in the referenced DEF 14A; the company’s policy and audit oversight are described, but without director-specific exceptions noted .