Joel Alsfine
About Joel Alsfine
Independent Class II director (term expiring at the 2026 annual meeting), age 55, serving since 2019; committees: Audit (Audit Committee Financial Expert) and Capital Allocation . Background includes CIO of Rugger Management LLC (single-family advisor) since 2023; Partner at Dell Family Office (formerly MSD Capital) 2014–2020; prior roles at Dell Family Office 2002–2014; TG Capital Corp.; McKinsey & Co.; Fisher Hoffman Stride . The Board affirmed his independence and chose to retain him following MSD’s termination of nomination rights, with compensation commencing October 1, 2024 as he is no longer nominated by a Principal Stockholder .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rugger Management LLC | Chief Investment Officer | Since 2023 | Single-family advisor; capital markets and risk management focus |
| Dell Family Office (MSD Capital) | Partner | 2014–Dec 2020 | Portfolio manager of a large, concentrated public equity portfolio |
| Dell Family Office (MSD Capital) | Various investment roles | 2002–2014 | Public equities investing; risk management |
| TG Capital Corp. | Investment professional | Not disclosed | Single-family investment office investing across asset classes |
| McKinsey & Co. | Consultant | Not disclosed | Strategy and advisory experience |
| Fisher Hoffman Stride | Accounting professional | Not disclosed | Accounting/financial background |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Asbury Automotive Group Inc. (NYSE: ABG) | Director | 2014–present | Not disclosed |
| Party City Holdco Inc. (NYSE: PRTY) | Director | 2020–2023 | Not disclosed |
| CC Neuberger Principal Holdings II (NYSE: PRPB) | Director | 2020–2022 | Not disclosed |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent director |
| Years of service | Director since 2019 |
| Board class/term | Class II; term expires at 2026 annual meeting |
| Committees | Audit (member; Audit Committee Financial Expert); Capital Allocation (member) |
| Audit Committee meetings (2024) | 6 meetings |
| Capital Allocation Committee meetings (2024) | 6 meetings |
| Attendance | Each Board member attended 75%+ of Board and committee meetings during their service period in 2024 |
| Lead Independent Director | John Danhakl (chairs executive sessions of non-management directors) |
Fixed Compensation
| Item | Amount ($) | Notes |
|---|---|---|
| 2024 Fees Earned (cash) | 22,500 | Began receiving compensation effective Oct 1, 2024 as he is no longer nominated by a Principal Stockholder |
| Annual Cash Retainers – Board Member | 75,000 | Paid quarterly in arrears |
| Annual Cash Retainers – Audit Committee Member | 15,000 | Paid quarterly in arrears |
| Annual Cash Retainers – Committee Chair (Audit) | 40,000 | Not applicable to Alsfine; he is a member |
| Annual Cash Retainers – Lead Independent Director | 55,000 | Not applicable to Alsfine |
Performance Compensation
| Item | Detail |
|---|---|
| 2024 Stock Awards (RSUs) | $87,887 grant-date fair value; 3,665 RSUs granted Oct 1, 2024 |
| Vesting | Vests in full on the earlier of (i) the day immediately prior to the date of the next annual meeting following grant, or (ii) the first anniversary of grant, subject to service |
| Change-in-control treatment | Accelerates and vests in full upon a change in control as defined in the 2021 Incentive Award Plan |
| Outstanding RSUs at 12/31/2024 | 3,665 |
| Performance metrics | None disclosed for director RSU awards; awards are time-based |
Other Directorships & Interlocks
| Company | Sector | Role | Tenure |
|---|---|---|---|
| Asbury Automotive Group Inc. (NYSE: ABG) | Automotive retail | Director | 2014–present |
| Party City Holdco Inc. (NYSE: PRTY) | Consumer retail | Director | 2020–2023 |
| CC Neuberger Principal Holdings II (NYSE: PRPB) | SPAC | Director | 2020–2022 |
- Nomination history: MSD previously held nomination rights and nominated Mr. Alsfine; MSD’s participation under the Stockholders Agreement terminated, ending its nomination right; the Board chose not to request his resignation and affirmed he is a valuable member .
Expertise & Qualifications
- Designated Audit Committee Financial Expert; each Audit Committee member financially literate .
- Extensive capital markets, investment, financial and risk management experience from executive and consulting roles; served as director of various public and private companies and as an analyst focusing on public company equity .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 3,665 |
| Ownership % of outstanding | Less than 1% (asterisk per proxy) |
| RSUs outstanding (12/31/2024) | 3,665 |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors |
- Stock ownership guidelines disclosed for executive officers (CEO 5x base salary; other executives 3x), with retention requirements; director-specific guidelines not addressed in cited sections .
Governance Assessment
- Committee effectiveness: Active member of Audit (financial expert) and Capital Allocation with 6 meetings each in 2024, indicating substantive oversight of financial reporting, auditor independence, cybersecurity risk, and capital deployment processes .
- Independence and continuity: Confirmed independent; transition away from Principal Stockholder nomination (MSD) with Board affirming value and continuing his service, a positive signal for board independence and stability .
- Alignment: Began receiving standard director pay Oct 1, 2024 with cash retainer and RSUs, aligning incentives with shareholders; anti-hedging/anti-pledging policy enhances alignment; however, personal beneficial ownership remains de minimis at 3,665 shares (<1%) .
- Pay structure: Director RSU awards are time-based and accelerate on change-in-control; while common, acceleration can be viewed as a potential entrenchment or sale-related incentive—worth monitoring alongside board independence practices .
- Attendance and engagement: Company reports all directors met at least 75% attendance thresholds in 2024; executive sessions chaired by the Lead Independent Director support independent oversight .
- Investor sentiment: 2025 Say-on-Pay passed with 189,949,911 votes “FOR” versus 4,258,335 “AGAINST,” suggesting strong shareholder support for compensation governance broadly; while focused on executives, it is a constructive signal for overall governance confidence .
RED FLAGS and Watch Items
- Change-in-control acceleration of director RSUs (time-based awards), which may create sale-related incentives that should be balanced with robust independence practices .
- Low personal ownership (<1%) despite RSU grants; monitor future equity accumulation for enhanced “skin-in-the-game” .
- Controlled-company dynamics and Principal Stockholder nomination rights can influence board composition; ongoing scrutiny of independence and committee composition is warranted .