David Rhind
About David S. Rhind
David S. Rhind, 62, is an attorney-at-law and Class I director of Kewaunee Scientific Corporation, elected to the Board in April 2008. He previously served as Deputy General Counsel at Hudson Global, Inc. (2012–2015), General Counsel, North America at Hudson (2003–2012), and Associate General Counsel at Technology Solutions Company (1995–2003). The Board has determined Rhind is independent under NASDAQ rules, and he attended all Board and committee meetings in the last fiscal year .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hudson Global, Inc. | Deputy General Counsel | Jun 2012–Mar 2015 | Legal leadership at a global recruitment and talent solutions firm |
| Hudson Global, Inc. | General Counsel, North America | Jul 2003–Jun 2012 | Oversight of legal matters across North American operations |
| Technology Solutions Company | Associate General Counsel | Oct 1995–Jun 2003 | Legal counsel for technology consulting and systems integration |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in KEQU proxy for Rhind |
Board Governance
- Independence: Independent director (along with Gehl, Russell, Shaw, and Pyle) .
- Committees: Compensation Committee member; Nominating & Corporate Governance Committee member .
- Committee chairs: Not listed as chair (Compensation Chair: Russell; Nominating Chair: Pyle; Audit Chair: Gehl; Financial/Planning Chair: Shaw) .
- Attendance: Each director attended all Board and applicable committee meetings in the last fiscal year; all directors attended the 2024 Annual Meeting .
- Meetings held FY2025: Board (6), Audit (4), Compensation (3), Financial/Planning (4), Nominating & Corporate Governance (2) .
- Executive sessions: Policy to hold independent director sessions without management as necessary .
- Leadership structure: Board Chair and CEO roles are separated .
- Retirement policy: Directors reaching 75 during their term are expected to retire at end of term .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Annual Director Retainer ($) | $100,000 | $120,000 |
| Chair Fees – Audit ($) | $15,000 | $15,000 |
| Chair Fees – Compensation ($) | $10,000 | $10,000 |
| Chair Fees – Nominating & Corporate Gov ($) | $10,000 | $10,000 |
| Chair Fees – Financial/Planning ($) | $10,000 | $10,000 |
| Non-employee Chair of Board Fee ($) | $20,000 | $35,000 |
| David S. Rhind – Fees Earned/Paid in Cash ($) | $120,000 | $155,000 |
| David S. Rhind – Total ($) | $120,000 | $155,000 |
Notes:
- For FY2025, all non-employee directors elected to receive cash in lieu of equity under the program’s provisions (available to those meeting ownership guidelines) .
- Rhind is listed with total fees of $155,000 in FY2025; committee rosters do not identify him as a committee chair; the Board chair fee exists but the proxy does not explicitly name the Board chair .
Performance Compensation
| Component | FY 2024 | FY 2025 | Vesting/Performance |
|---|---|---|---|
| Director equity retainer (fully vested shares) | Program allowed; Rhind received cash (no stock award) | Program allowed; all directors elected cash (no stock award) | Director equity is fully vested; no performance metrics for directors |
- No director performance-based metrics disclosed (director equity grants are fully vested stock; the performance-based RSUs program applies to executives, not directors) .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no executive officer served on another entity’s board whose executive serves on KEQU’s Compensation Committee .
- Other public company boards for Rhind: None disclosed .
Expertise & Qualifications
- Legal expertise from senior counsel roles in recruitment/talent businesses and technology consulting; described as having “many years of experience in legal matters,” business acumen, and long-term stockholder interest understanding .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| David S. Rhind | 132,992 | 4.7% | Includes 106,480 shares in trusts where he is co-trustee and beneficiary; 10,512 shares in trusts where he is co-trustee but not a beneficiary (disclaims beneficial ownership of the latter); sole voting power and shared investment power for trust shares |
| Directors & Officers (12) | 379,134 | 13.3% | Group total; includes RSUs vesting within 60 days for certain officers |
- Director ownership guidelines: Minimum holding equal in value to 3x annual retainer; once met, directors may elect cash compensation in lieu of equity .
- Hedging policy: Company does not have a policy specifically prohibiting employees or directors from engaging in hedging transactions in Company securities (alignment risk) .
Governance Assessment
- Board effectiveness: Rhind serves on Compensation and Nominating & Corporate Governance committees—key levers for pay oversight, succession planning, and board composition. He is independent and had perfect attendance in FY2025, supporting engagement and oversight quality .
- Pay structure alignment: Director pay increased YoY (retainer from $100k to $120k; Board chair fee from $20k to $35k), reflecting higher governance workload; all directors elected cash over equity in FY2025, consistent with meeting ownership guidelines, which supports alignment but reduces ongoing share accrual signaling .
- Conflicts/related-party exposure: Audit Committee reviews all related-party transactions; the proxy contains no specific related-party transactions tied to Rhind, and Compensation Committee interlocks are explicitly “none” .
- Ownership alignment: Rhind’s 4.7% beneficial stake (substantial for a micro-cap) provides strong “skin in the game”; some holdings are via trusts with shared investment power, with appropriate disclaimers .
- RED FLAGS:
- Hedging: Absence of a prohibitive hedging policy for directors is investor-unfriendly and could weaken alignment incentives .
- Board chair identification: While a non-employee Chair fee exists, the proxy does not explicitly identify the Chair, limiting transparency on leadership accountability; Rhind’s FY2025 fee level is consistent with a chair fee but not confirmed in the document .
- Retirement policy: Mandatory retirement expectation at 75 may constrain board continuity but is standard; Rhind at 62 is below threshold .
Overall, Rhind’s legal background and committee roles support governance rigor in compensation and nominating processes, with strong attendance and a significant shareholding enhancing alignment; the lack of a hedging prohibition and limited clarity on chair identification are areas for improved governance disclosure .