Kimberly Box
About Kimberly A. Box
Independent director since 2018 (age 65), formerly President & CEO of Gatekeeper Innovation (acquired by RxGuardian) and a 29‑year Hewlett Packard executive culminating as VP, Global IT Services through 2009. Education and credentials include B.S. in Business Administration (minor in Computer Science) from CSU Chico, Wharton Executive Development Program, NACD Directorship Certification (2021), and CERT in Cybersecurity Oversight (Carnegie Mellon, 2022); named to NACD Directorship 100. She brings expertise in digital transformation, IT systems, cybersecurity, M&A, and strategic leadership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gatekeeper Innovation, Inc. (acquired by RxGuardian) | President & Chief Executive Officer | Joined 2016; former CEO (date not specified) | Led healthcare product company focused on medication safety |
| Hewlett Packard (NYSE: HPQ) | Vice President, Global IT Services; various executive positions | 29‑year career; VP role through 2009 | Global IT leadership, digital transformation, managed outsourced services |
External Roles
| Organization | Role | Public/Private | Tenure/Notes |
|---|---|---|---|
| Applied Science, Inc. (ASI) | Director | Not disclosed as public | Current director |
| American River Bank (NASDAQ: AMRB) | Director | Public (acquired 2021) | Former director until 2021 acquisition |
| NACD Northern California Chapter | Board member, Chair (former) | Non‑profit/professional | Prior leadership; NACD Directorship 100 recognition |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee; Member, Corporate Governance & Nominating Committee .
- Independence: Board determined Ms. Box and all non‑employee directors are independent under NASDAQ and SEC rules .
- Board/committee activity and attendance: Board met 8 times in 2024; Audit met 5; Compensation met 5; Corporate Governance & Nominating met 2. Each director attended at least 75% of aggregate Board and applicable committee meetings in 2024 .
- Leadership structure: Independent Chairman; majority independent board; executive sessions among non‑employee/independent directors after every board meeting .
- Compensation oversight: As Compensation Chair, she oversees pay design; the committee is fully independent and uses Semler Brossy as an independent advisor .
Fixed Compensation
| Year | Component | Amount |
|---|---|---|
| 2024 | Fees Earned or Paid in Cash | $109,299 |
| 2024 | Stock Awards (RSUs grant-date fair value) | $124,900 |
| 2024 | Total | $234,199 |
Director cash retainer structure:
- 2024: Annual retainer $85,000; Chair retainers: Board $75,000, Audit $25,000, Compensation $18,500, Corporate Governance & Nominating $10,000; other committee member retainers: Audit $10,000, Compensation $7,500, Corporate Governance & Nominating $5,500; no meeting fees .
- 2025: Annual retainer $85,000; Chair retainers unchanged except Corporate Governance & Nominating chair increased to $15,000; member retainers unchanged .
Performance Compensation
Director equity (time‑based RSUs; no performance conditions for directors):
| Grant Year | Grant Date | Shares Granted | Fair Value | Vesting Date | Change in Control Treatment |
|---|---|---|---|---|---|
| 2024 | Feb 23, 2024 | 1,000 | $124,900 | Apr 1, 2025 | Director awards vest in full immediately prior to a change in control/corporate transaction effective date |
| 2025 | Feb 21, 2025 | 1,000 | $127,180 | Apr 1, 2026 | Same as above |
Committee‑oversight performance metrics for executive pay (program Ms. Box oversees as Compensation Chair):
| Metric | Weight (2024 Annual Cash Bonus) | Payout Range | Notes |
|---|---|---|---|
| Adjusted EBITDA (Corporate/Division) | 75% | 50% at 90% of goal to 200% at 110% of goal | Single profitability metric for 2024; straight‑line interpolation |
| Personal Annual Priorities | 25% | 0–100% | Up to four priorities per NEO; capped at 100% |
In 2024 (amid pending, later‑terminated merger), the company temporarily granted 100% time‑based RSUs to executives; it reverted in 2025 to 50% RSUs/50% PSUs with 3‑year ROIC and revenue goals, which Ms. Box’s committee oversees .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Ms. Box; prior public board: American River Bank (NASDAQ: AMRB), until 2021 acquisition .
- Committee interlocks: Company reports no compensation committee interlocks or insider participation; no MGRC executive served on another issuer’s board/comp committee with MGRC directors .
- Related‑party transactions: None in 2024 under SEC rules .
Expertise & Qualifications
- IT and cybersecurity: Global IT leadership at HP; CERT in Cybersecurity Oversight (SEI/Carnegie Mellon, 2022) .
- Strategic and operational leadership: Digital transformation, managed outsourced services, M&A, strategic leadership .
- Governance credentials: NACD Directorship Certification (2021); NACD Directorship 100; prior NACD NorCal Chair .
- Education: B.S. Business Administration (Management), minor in Computer Science, CSU Chico; Wharton Executive Development Program .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 7,500 shares (less than 2% of outstanding) as of Apr 17, 2025 |
| Director stock ownership guideline | 5,000 shares within 5 years; all non‑employee directors met/exceeded target or are within compliance period as of Apr 17, 2025 |
| Hedging/pledging | Prohibited by insider trading policy (officers/directors) |
| 2024/2025 director equity grants | 1,000 RSUs each year; vesting 4/1/2025 and 4/1/2026, respectively |
Governance Assessment
-
Strengths
- Independent director; chairs Compensation and serves on Audit and Corporate Governance & Nominating—broad oversight exposure .
- Strong IT/cybersecurity and transformation background supports audit/cyber oversight and digital risk governance .
- Pay governance: Independent consultant (Semler Brossy); robust clawback; ownership guidelines; ban on hedging/pledging; say‑on‑pay support 97% in 2024—positive signal under her committee leadership .
- Attendance threshold met; board holds executive sessions; independent Chair; majority independent .
- No related‑party transactions in 2024 .
-
Watch items
- Committee workload concentration (Compensation Chair; Audit and Nominating member) requires continued monitoring of capacity; board reports all directors met ≥75% attendance in 2024 .
- Company reported one late Section 16(a) filing in 2024 due to administrative error (not attributed to Ms. Box) .
-
Director Compensation Structure
- Mixed cash/equity; 2024 cash $109,299 and equity $124,900; no meeting fees; standard annual grants and retainers aligned with peers per external review .
Overall, disclosures indicate high governance quality: independence, strong risk controls (clawback, anti‑hedging/pledging), investor‑aligned ownership requirements, and strong say‑on‑pay outcomes—supportive of investor confidence in Ms. Box’s role as Compensation Chair and multi‑committee member .