Richard Glanton
About Richard H. Glanton
Richard H. Glanton (age 78) has served on the Mistras Group board since 2009. He is a lawyer and former SVP of Corporate Development at Exelon, with over 40 years in law firms and 20+ years of public-company board experience; he founded ElectedFace Inc. (2010) and Glanton & Associates, LLC (2023). He holds a B.A. in English (West Georgia College) and a J.D. (University of Virginia School of Law) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reed Smith LLP | Partner | 1986–2003 | Corporate legal experience |
| Exelon Corporation | SVP Corporate Development (M&A) | 2003–2008 | Transactions and utility industry expertise |
| Barnes Foundation | President | 1990–1998 | Leadership in a prominent arts institution |
| Philadelphia Television Network, Inc. | Director/Officer | Not specified | Note: involved in litigation referenced below |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| ElectedFace Inc. | Founder | 2010–present (not explicitly “present”) | Private/social media platform |
| Glanton & Associates, LLC | Founder | Established June 2023 | Private corporate political & legal services |
| Philadelphia Suburban Corp./Aqua America (now Essential Utilities) | Director | 1995–2019 | Public company board |
| GEO Group Inc. | Director | 1998–2022 | Public company board |
| PECO Energy/Exelon Corp. | Director | 1990–2003 | Public company board |
| General Accident Insurance Co. of North America/Commercial General Union | Director | 1983–2004 | Public company board (EU exchange) |
Board Governance
- Independence: The Board determined in Feb-2025 that Glanton is an independent director under NYSE rules, alongside DeBenedictis, Forese, Lohmeier, and Pizzi .
- Committee memberships: Served on the Compensation Committee in 2024 (Chair: Michelle Lohmeier; members: James Forese and Richard Glanton) . The Audit Committee report lists Forese (Chair), DeBenedictis, and Pizzi—Glanton not among signatories .
- Attendance: In 2024, each director attended at least 75% of Board and committee meetings on which they served; all directors attended the 2024 annual meeting .
- Lead Independent Director: James Forese has served as Lead Director and Chair of the Corporate Governance Committee since Oct-2023; he remains Lead Director with Stamatakis as Executive Chairman .
- Tenure: Director since 2009, contributing long-term institutional knowledge .
Fixed Compensation
| Year | Annual Cash Retainer | Committee Chair Fees Eligible? | Lead Director Fee | Notes |
|---|---|---|---|---|
| 2024 | $90,000 program design | Audit Chair $3,875/quarter; other chairs $3,125/quarter (not disclosed as held by Glanton) | $33,000 annually (Forese as Lead Director, not Glanton) | Glanton’s cash actually paid: $102,500 |
Performance Compensation
| Year | Equity Grant Structure | Equity Amount Reported | Grant Timing/Terms | Performance Metrics |
|---|---|---|---|---|
| 2024 | Semi-annual grants of common stock | $110,000 grant-date fair value | Valued at closing price on grant date under ASC 718 | Not performance-based; standard director stock grants |
| 2025 (program) | Annual stock grant | $115,000 immediately after 2025 Annual Meeting | Standard director grant | Not performance-based |
Compensation Committee Interlocks: In 2024, Glanton served on the Compensation Committee; no officer/employee service or relationships requiring disclosure; no cross-committee interlocks with other issuers’ executives on MG’s Compensation Committee .
Other Directorships & Interlocks
| Company | Role | Years | Potential Interlock/Conflict |
|---|---|---|---|
| Essential Utilities (Aqua America) | Director | 1995–2019 | No current interlock disclosed |
| GEO Group Inc. | Director | 1998–2022 | No current interlock disclosed |
| Exelon/PECO Energy | Director | 1990–2003 | No current interlock disclosed |
| General Accident Insurance Co./Commercial General Union | Director | 1983–2004 | No current interlock disclosed |
Expertise & Qualifications
- Legal and corporate finance expertise; M&A experience in utilities; broad public board experience over decades .
- Board cites acquisitions, utility industry knowledge, legal/business matters, and leadership roles as key qualifications benefiting the Board .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Richard H. Glanton | 49,932 | <1% | Includes 2,810 shares in trust for his child |
- Ownership basis: 31,032,045 shares outstanding as of Feb 28, 2025 .
- Director stock ownership guidelines: Non-employee directors must hold all shares awarded during the prior three years; all directors in compliance .
- Hedging/margin policy: Directors are prohibited from derivatives, short sales, margin purchases, and hedging transactions .
Governance Assessment
- Positives: Independence affirmed; regular committee engagement; high meeting attendance; ownership guidelines and clawback policy in place; insider trading and hedging prohibitions; Compensation Committee uses independent consultant (Pay Governance) and aligns executive incentives to EBITDA, revenue, and FCF (committee oversight experience) .
- RED FLAGS:
- Legal proceedings: Default judgment (2017) in Luxury Asset Lending v. Philadelphia Television Network; matter ongoing; Board states not related to MG service .
- Bankruptcy history: Chapter 11 (2017, closed); Chapter 11 filed in Feb 2022 converted to Chapter 7; trustee moved to dismiss with prejudice effective Apr 29, 2025; not related to MG service per Board .
- Section 16 compliance: One delinquent Form 4 (sale by Glanton) in 2024 .
- Mitigants: Board reviewed and decided to renominate in 2024 and 2025 based on performance, dedication, knowledge of business, and experience .
Committee Risk Oversight Context: Board distributes risk oversight across Audit (financial/cyber), Compensation (incentive risk), Corporate Governance (governance/succession), and Environmental, Social & Safety (ESG and safety), with 2024 meetings: Board 4; Audit 7; Compensation 4; Corporate Governance 4; ESG/Safety 4 .
Director Compensation Program: Standardized cash and equity structure with modest increase in 2025 ($100,000 cash; $115,000 equity), with chair fees distinct from base; Glanton’s 2024 mix: $102,500 cash; $110,000 equity; total $212,500—aligned with peer director pay scale at MG and reinforcing equity alignment .
Overall: Glanton brings legal/M&A expertise and long-standing board experience with independence and engagement. While personal legal/bankruptcy history and a late Section 16 filing present perception risks, the Board has explicitly reaffirmed confidence and continued nomination, and policies on ownership, hedging, and recoupment strengthen alignment and investor safeguards .