Richard Prins

About Richard Prins

Richard Prins (age 68) is the independent Chairman of IGC’s Board, serving since May 2007; his current Class B term runs through the 2027 annual meeting . He chairs the Audit and Compensation Committees (since 2012) and also serves as Chair of the Board’s Disclosure Committee; the Board designates him (and fellow member James Moran) as an audit committee financial expert under SEC rules . Prins’ background spans investment banking (Director of Investment Banking at Ferris, Baker Watts, 1996–2008; consulting at RBC until Jan 2009), and he holds a B.A. from Colgate University and an M.B.A. from Oral Roberts University .

Past Roles

External Roles

Board Governance

• Independence and structure: The Board (small-cap listing on NYSE American) deems Prins independent; the Board separates the Chair and CEO roles, with Prins as independent Chair .
• Committee leadership and expertise:
  • Audit Committee: Members Richard Prins (Chair) and James Moran; both designated “audit committee financial experts” .
  • Compensation Committee: Members Richard Prins and James Moran; Prins serves as Chair per company disclosure of his committee chairmanship since 2012 .
  • Disclosure Committee: Prins is the appointed Chair; committee oversees internal controls and public disclosures and meets at least quarterly .
  • Nominating/Governance: Not yet established; company intends to form this committee in the future (current director nominations handled by majority of independent directors) .
• Attendance and engagement:
  • FY2025 meetings: Board (6), Audit (5), Compensation (2) – all directors and committee members attended all meetings (implies 100% attendance for Prins) .
  • FY2024 meetings: Board (12), Audit (5), Compensation (2), Investment (1) – all attended (implies 100% attendance for Prins) .

Additional policies and governance signals:

• Director stock ownership guidelines require directors to retain 35% of stock received during service (transfers to trusts/gifts excluded) .
• Hedging prohibitions: Officers and non-employee directors are prohibited from hedging company stock (e.g., swaps, collars) .
• Indemnification agreements in place for directors .

Fixed Compensation

• FY2025: “No compensation was awarded to, earned by, or paid to non-employee directors” (i.e., zero director pay in FY2025) .
• The company states it has a “standard compensation arrangement” for non-employee directors (e.g., fees for committee service, chair roles, meeting attendance), but specific cash retainer/fee amounts were not disclosed in FY2024/FY2025 proxies .

Performance Compensation

Director equity compensation (non-employee directors):

• FY2024 director compensation table shows equity-only compensation for Prins (927 stock awards; total grant-date fair value $259k) .
• FY2025: company disclosed no director compensation awards during the fiscal year (i.e., no equity granted) .
• Award types include performance-based (milestone) and market-price-based stock awards per proxy narrative .

Note: Unvested awards at year-end are detailed under Equity Ownership; award categories include performance- and market-price-based grants .

Other Directorships & Interlocks

• Related party transactions: Company reports none involving directors in FY2024–FY2025; a March 22, 2024 private placement involved Bradbury Strategic Investment Fund A, not connected to Prins per disclosure .

Expertise & Qualifications

• Capital markets and finance: Former Director of Investment Banking (FBW), with extensive private equity/investment banking experience; strong knowledge of U.S. capital markets .
• Audit expertise: Designated “audit committee financial expert” (with James Moran) under SEC rules; significant experience in finance, accounting, and internal controls .
• Education: B.A. Colgate University; M.B.A. Oral Roberts University .

Equity Ownership

Beneficial ownership and unvested awards:

• Stock ownership guideline: Directors must retain 35% of stock received while on the Board .
• Hedging policy: Directors are prohibited from hedging company stock .
• Pledging: No pledging disclosures identified in the proxy; not discussed in the cited sections .

Governance Assessment

Key findings:

• Strengths

  • Independent Chair with deep capital markets experience; separation of Chair/CEO supports oversight .
  • Prins chairs Audit and Compensation Committees and is designated an audit committee financial expert; committees comprised solely of independent directors .
  • Strong engagement: 100% attendance reported for Board and committees in FY2024 and FY2025 .
  • Equity alignment: Material personal stake (1.40% of shares), unvested equity, and retention guideline support alignment with shareholders .

• Watch items / potential red flags

  • Nominating/Governance Committee not yet established; director nominations handled by independent directors without a formal committee/charter (common for smaller issuers, but below best practice) .
  • Section 16(a) timeliness: late Form 5 filings noted for RSU vesting as of March 31, 2025, including for Richard Prins (administrative compliance lapse) .
  • FY2025 disclosed no director compensation (cash or equity). While not inherently a red flag, it is atypical and may indicate grant timing shifts or compensation deferral; investors should watch for clarity in future filings .

• Conflicts/related-party

  • Company reports no related-party transactions involving directors in the last two fiscal years; Bradbury private placement involved no disclosed connection to Prins .

Overall implication:

• Prins’ long-tenured, independent leadership, committee chair roles, and audit expertise are positives for board effectiveness and control oversight. The absence of a formal nominating/governance committee and the late Section 16(a) Form 5 filing are governance gaps to monitor, though not indicative of material conflicts; equity ownership and retention policies support shareholder alignment .