Ronald V. DaVella
About Ronald V. DaVella
Independent director of The Joint Corp. since the IPO in 2014; age 67. CPA-retired (Arizona), former Deloitte audit partner, and multi-time finance executive with deep franchise and public company experience; BS in Accounting (Queens College) and MBA in Finance (Pace University). Committee assignments: Audit Committee Chair; member, Nominating & Governance Committee. The Board has determined he is independent under Nasdaq and SEC rules, and Audit Committee members (including DaVella) are “audit committee financial experts.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Audit Partner | Jun 1989–Jul 2014 | Led audits; M&A, controls, SEC reporting for clients |
| NanoFlex Power Corp. (public) | Director; Chief Financial Officer | May 2017–Mar 2019 | Public company CFO and director experience |
| Amazing Lash Studio Franchise LLC | Chief Financial Officer | Mar 2016–May 2017 | Franchise finance leadership; later franchise owner |
| Amazing Lash Studio Franchise LLC | Franchise Owner | Aug 2015–Feb 2019 | Franchise operations experience |
| The Alkaline Water Company (public) | SVP Finance; Director | Apr 2019–Jan 2020 (SVP); Joined board Mar 2023; board service ended Feb 2024 | Public company finance; director service |
| Industrial Succession Corp | Partner; Financial Advisor | Current | Holdings company advisor (manufacturing) |
| Universal Health Group | Financial Advisor | Current | Home health roll-up advisor |
External Roles
| Organization | Role | Status |
|---|---|---|
| Delta Dental of Arizona | Chairman; Director | Current (private) |
| Industrial Succession Corp | Partner; Financial Advisor | Current (private) |
| Universal Health Group | Financial Advisor | Current (private) |
| The Alkaline Water Company Inc. | Director | Prior (Mar 2023–Feb 2024) |
| NanoFlex Power Corp. | Director | Prior |
Board Governance
- Independence: Independent under Nasdaq and SEC rules; all committee members (Audit, Compensation, Nominating) are independent .
- Committees: Audit (Chair); Nominating & Governance (Member) .
- Audit expertise: All Audit Committee members are “audit committee financial experts” (DaVella included) .
- Attendance: Board met 8 times in 2024; Audit met 4; Compensation met 5; Nominating & Governance met 3. All directors attended at least 75% of Board and applicable committee meetings .
- Lead Independent Director: Matthew E. Rubel; coordinates agendas and serves as independent stockholder contact .
- Executive sessions: Board holds sessions without management during each meeting .
- Board evaluation: Annual peer and committee evaluations led by Nominating & Governance Chair .
- Ownership guidelines: Directors must hold stock worth ≥2x annual cash retainer within 5 years .
- Policies: Related person transaction oversight (Audit Committee), anti-hedging/pledging policy prohibits short sales, derivatives, and pledging/margin accounts; Insider Trading Policy; Code of Ethics .
Fixed Compensation
| Component | Structure | 2024 Amount (DaVella) |
|---|---|---|
| Annual cash retainer | $50,000 for non-employee directors | Included in total cash |
| Committee chair stipend | Audit Chair $15,000; Compensation Chair $10,000; Nominating Chair $5,000 | Applicable: Audit Chair stipend |
| Committee member stipend | $2,000 per committee (non-chair) | Applicable: Nominating & Governance member stipend |
| Special committees | IT Committee $5,000; Finance Committee Chair $15,000; Finance Committee member $5,000 | If appointed; program terms disclosed (individual assignments not itemized) |
| Fees earned (cash) | Total cash compensation for 2024 | $74,000 |
Notes:
- The proxy discloses program stipends and total cash per director; it does not itemize DaVella’s stipend components beyond the total.
Performance Compensation
| Instrument | Grant terms | Vesting | 2024 Value / Balance |
|---|---|---|---|
| Restricted stock (RS) | Annual grant equal to $50,000 divided by closing price on election date | Vests on earlier of 1 year from grant or next annual meeting | $50,000 (2024 grant-date fair value) |
| Options | None for directors in 2024 | N/A | $0 |
| Performance metrics (directors) | Not used (no PSU/TSR hurdles for directors) | N/A | N/A (no metrics disclosed) |
Other Directorships & Interlocks
| Company | Type | Relationship/Interlock with JYNT |
|---|---|---|
| The Alkaline Water Company Inc. | Public | Prior director; no related-party transactions disclosed with JYNT |
| NanoFlex Power Corp. | Public | Prior director; no related-party transactions disclosed with JYNT |
| Delta Dental of Arizona | Private | Current chair; no related-party transactions disclosed with JYNT |
| Universal Health Group | Private | Advisor; no related-party transactions disclosed with JYNT |
| Industrial Succession Corp | Private | Partner/advisor; no related-party transactions disclosed with JYNT |
- Related party disclosure in 2025 proxy centers on Jefferson Gramm and Bandera Partners; no transactions involving DaVella are disclosed.
Expertise & Qualifications
- CPA-retired; extensive audit and financial reporting expertise from Deloitte .
- Public company finance executive and director experience (NanoFlex; Alkaline Water) .
- Franchise operations and small-box retail experience (Amazing Lash CFO and franchise owner) .
- Board-designated audit committee financial expert; risk oversight and controls experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Basis/Notes |
|---|---|---|---|
| Ronald V. DaVella | 12,534 | <1% | As of March 24, 2025; total outstanding shares: 15,322,532 |
| Unvested RS (director awards) | 3,306 | N/A | Aggregate unvested RS held at 12/31/2024 (per director) |
| Options | None | N/A | No option awards to directors in 2024 |
| Hedging/Pledging | Prohibited | N/A | Company anti-hedging/pledging policy for directors |
| Ownership Guidelines | ≥2x annual cash retainer | N/A | Director guideline within 5 years |
Election and Say‑on‑Pay Signals
| Item | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Election of Ronald V. DaVella (2025) | 10,202,947 | 956,548 | 24,523 | 2,064,465 |
| Say‑on‑Pay (NEO compensation) (2025) | 10,660,986 | 512,258 | 10,774 | 2,064,465 |
- Observation: DaVella received the highest “Against” votes among nominees, a potential engagement signal despite overall election by majority of votes cast. Say‑on‑Pay passed with strong support.
Governance Assessment
-
Strengths
- Long-tenured independent director with deep audit and finance expertise; Audit Committee Chair and designated financial expert support robust oversight of internal controls and risk.
- Formal governance practices: independent committees, executive sessions, annual board evaluations, clawback policy (2023), anti-hedging/pledging, and director ownership guidelines.
- Attendance threshold met; Board and committees were active in 2024.
- Director pay balanced cash and equity with time‑based RS vesting aligned to annual meeting cadence; no options or performance awards for directors (reduces pay‑for‑failure risk).
-
Watch items / potential red flags
- Elevated “Against” votes on DaVella’s 2025 election versus peers may indicate investor scrutiny of tenure, committee leadership, or overall board composition; merits proactive investor engagement.
- Low absolute ownership (<1%) despite guidelines; monitor progress toward stock ownership targets (2x annual cash retainer within five years).
- Multiple external roles (private companies) create time‑commitment considerations; no related‑party transactions disclosed, but ongoing monitoring is prudent.
-
Context
- All non‑employee directors are independent; committee charters codify oversight responsibilities; Korn Ferry engaged in 2023 to review executive compensation peer benchmarking, with next review expected in 2025.