Andre Perry
About Andre Perry
Andre Perry, 47, is the Executive Director of Hancher Auditorium and the University of Iowa Office of Performing Arts and Engagement. He previously served as Director of Arts, Engagement, and Inclusion at the University of Iowa and as Executive Director of The Englert Theatre in Iowa City for eleven years. He holds a B.A. in English from Princeton University and an M.F.A. (Nonfiction Writing Program) from the University of Iowa. He is a 2025 Class III director nominee with a term expiring at the 2028 annual meeting if elected; he is deemed independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Iowa Office of Performing Arts & Engagement | Executive Director | Current | Oversees performing arts engagement; community ties cited by MOFG |
| University of Iowa | Director of Arts, Engagement, and Inclusion | Not disclosed | Led arts engagement and inclusion initiatives |
| The Englert Theatre (Iowa City) | Executive Director | 11 years | Local arts leadership; civic involvement |
External Roles
| Organization | Role | Nature | Notes |
|---|---|---|---|
| National Independent Venue Association (NIVA) | Board member | Non-profit/industry | Listed among boards served |
| Arts Midwest | Board member | Non-profit/arts | Listed among boards served |
| Iowa Arts Council | Board member | State arts body | Listed among boards served |
Board Governance
- Independence: All current directors and nominees other than the CEO (Reeves) and former CEO (Funk) are independent; Mr. Perry is treated as independent .
- Anticipated committee assignments (if elected): Audit Committee (replacing Hayek) and Nominating & Corporate Governance Committee (replacing Godwin) .
- Board meeting cadence and attendance: Board held 7 meetings in 2024; all directors attended at least 75% of board/committee meetings; annual meeting attendance by all but two directors .
- Committee activity: Audit Committee met 14 times in 2024; Human Capital & Compensation met 6 times; Nominating & Corporate Governance met once .
- Leadership: Board Chair to transition to Tracy S. McCormick post-2025 annual meeting; lead independent director role to be eliminated thereafter .
| Governance Element | Status | Detail |
|---|---|---|
| Independence | Independent nominee | Nasdaq-compliant; no conflicting relationships disclosed |
| Audit Committee | Anticipated member | Will replace Hayek if elected; Chaney is designated financial expert |
| Nominating & Corporate Governance | Anticipated member | Will replace Godwin if elected |
| Attendance | N/A (new nominee) | 2024 attendance metrics apply to sitting directors; Perry not yet on board |
Fixed Compensation
| Component | 2024 Amount | 2025 Amount | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee director) | $37,500 | $37,500 (unchanged) | Effective April 1, 2024; unchanged for 2025 |
| Equity grant (RSUs, annual) | $28,750 policy; $28,764 grant-date fair value for sitting directors on May 15, 2024 | $32,500 policy (rounded to whole shares) | One-year vest for director RSUs |
| Board Chair retainer | $30,000 | $30,000 | Applies to Chair only |
| Lead independent director retainer | $2,500 | Role eliminated post-2025 annual meeting | Governance change |
| Committee Chair retainer – Audit | $13,400 | $13,400 | Chairs do not receive meeting fees |
| Committee Chair retainer – Human Capital & Compensation | $8,000 | $8,500 | Increased to peer median |
| Committee Chair retainer – Nominating & Corporate Governance | $5,500 | $6,000 | Increased to peer median |
| Committee meeting fee (per meeting, non-chair) | $600 | $600 | Audit, HCCC, Nominating |
Performance Compensation
- Directors receive time-based RSUs with one-year vesting; no performance stock units (PSUs) or options for directors; the company does not currently grant new options .
| Metric Category | Applies to Director Pay? | Details |
|---|---|---|
| PSUs tied to EPS/ROATCE | No | PSUs apply to NEO LTI; director equity is time-based RSUs |
| Options | No | Company does not currently grant options |
| Meeting-based fees | Yes | $600 per committee meeting; chairs excluded |
Other Directorships & Interlocks
| Category | Company/Organization | Role | Public Company? | Notes |
|---|---|---|---|---|
| Public company boards (last 5 years) | None | N/A | No | Proxy states no director/nominee served on another “public corporation” in past 5 years |
| Non-profit/industry boards | NIVA; Arts Midwest; Iowa Arts Council | Board member | No | Listed affiliations |
Expertise & Qualifications
- Education: B.A. (English), Princeton University; M.F.A., University of Iowa Nonfiction Writing Program .
- Community/civic engagement: Leadership roles across Iowa arts ecosystem; strong local ties .
- Board-relevant skills: Business experience and community standing; qualified for Audit and Nominating & Corporate Governance committee service per MOFG .
Equity Ownership
| Item | Value | As-of Date |
|---|---|---|
| Total beneficial shares | — (none disclosed) | March 3, 2025 (record date) |
| Ownership % of shares outstanding | <1% (not a 5% holder; no position disclosed) | March 3, 2025 |
| Director stock ownership guideline | 5x annual cash retainer; 75% retention ratio until met | Policy in effect |
| Compliance status | All non-employee directors were in compliance as of Dec 31, 2024; Perry was not yet a director | Dec 31, 2024 |
| Hedging policy | Prohibits hedging for directors | Policy |
| Pledging | Not expressly prohibited; one director discloses margin account; no pledge disclosed for Perry | March 3, 2025 |
Governance Assessment
- Independence and committees: Perry is an independent nominee slated for Audit and Nominating & Corporate Governance, supporting board oversight breadth; Audit financial expert designation resides with Chaney (not Perry) .
- Alignment and ownership: No beneficial ownership reported as of the March 3, 2025 record date; MOFG requires directors to reach 5x retainer in stock and retain 75% of shares from equity grants until compliant, which should build alignment over time .
- Director pay structure: Mix favors fixed retainer plus time-based RSUs; meeting fees and chair retainers align with industry norms; 2025 equity grant increased to $32,500 to maintain competitiveness .
- Related-party/conflicts: Proxy outlines robust related-party review and Audit Committee pre-approval of material director transactions; no related-party transactions or conflicts disclosed for Perry .
- Shareholder signals: 2024 say-on-pay approval at 95.1% indicates broad support for compensation governance; independent executive compensation consultant retained (F.W. Cook) .
- Attendance/engagement: 2024 board-wide attendance at least 75%; Audit Committee met 14 times, indicating active oversight; Perry’s attendance record will be trackable post-election .
RED FLAGS: None disclosed specific to Andre Perry. Monitoring points: initial lack of share ownership at nomination (common for new nominees), and ensuring effective contribution on Audit Committee given a non-banking professional background while financial expertise coverage resides with Chaney .