Richard T. Ramos
About Richard T. Ramos
Independent director since 2012 (Class I; term expires 2026), age 62. Senior Vice President and Chief Financial Officer of Maritz Development, an operating unit of Maritz Holdings; previously Executive Vice President at Maritz Holdings. Background includes CFO of Purcell Tire and Rubber Company, corporate law at Blumenfeld, Kaplan and Sandweiss, and senior manager at KPMG LLP. Education: B.S. in Business Administration (University of Missouri–St. Louis) and J.D. (St. Louis University School of Law); CPA (inactive) and member of the Missouri Bar .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maritz Holdings, Inc. | Executive Vice President (prior) | Not disclosed | Senior leadership in incentive/loyalty programs |
| Purcell Tire and Rubber Company | Chief Financial Officer (prior) | Not disclosed | Finance leadership |
| Blumenfeld, Kaplan and Sandweiss (St. Louis) | Corporate lawyer (prior) | Not disclosed | Legal/compliance experience |
| KPMG LLP | Senior Manager (prior) | Not disclosed | Audit, accounting expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maritz Development (Maritz Holdings unit) | Senior Vice President, Chief Financial Officer | Current | Corporate finance leadership |
Board Governance
- Committee assignments and chair roles:
- Compensation Committee: Chair
- Audit Committee: Member; designated “audit committee financial expert” and financially sophisticated under SEC/Nasdaq rules
- Independence and expertise:
- Board determined Ramos is independent under Nasdaq and SEC rules ; Audit Committee members meet heightened independence standards
- Board held nine meetings in 2024; all directors attended at least 75% of board and committee meetings; nine independent director sessions were held
- Risk oversight and clawbacks:
- Audit Committee reviews internal control effectiveness, financial statements, earnings releases/guidance, and approves material related-party transactions
- Company maintains an SEC/Nasdaq-compliant clawback policy (adopted Nov 6, 2023); Audit Committee administers recovery for restated periods, including 2024 bonus recovery analysis after financial statement corrections
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash fees (2024) | $58,500 | Reported director cash fees |
| Equity awards (2024) | $45,000 | Fully vested RSUs (grant date June 30, 2024; FMV $22.65) |
| Total (2024) | $103,500 | Cash + equity |
Director fee schedule (policy):
- Board annual retainer: $40,000; Chair of the Board retainer: $85,000
- Committee chair/member annual fees: Audit $15,000/$6,000; Compensation $10,000/$6,000; Nominating & Governance $10,000/$5,000; Risk Policy & Compliance $10,000/$5,000
- Additional fees: Director Credit Risk Committee $18,000; Bank Trust Committee $3,000
- Equity: Annual grant of fully vested RSUs with grant-date value $45,000 on June 30 each year
Performance Compensation
No performance-conditioned director equity awards; 2024 non-employee director RSUs were fully vested at grant and there were no outstanding unvested director RSUs as of December 31, 2024 .
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy does not list any other public company directorships for Ramos |
- Related-party transactions: None exceeding $120,000 since Jan 1, 2024; ordinary-course banking relationships only, on market terms, with approvals per bank regulatory requirements .
Expertise & Qualifications
- Financial and audit expertise: Designated audit committee financial expert; extensive CFO experience; prior KPMG audit leadership .
- Legal credentials: J.D.; corporate law experience; Missouri Bar membership .
- Governance and compensation: Chairs Compensation Committee; oversees executive pay structure, succession, equity plans; engages independent consultant .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Richard T. Ramos | 67,249 | <1% | Includes 1,000 shares held by his children; and 48,744 shares potentially issuable within 60 days via RSUs or deferred stock units; disclaims beneficial ownership of children’s shares |
| Shares outstanding (record date) | 21,879,916 | — | As of June 6, 2025 |
Stock ownership alignment:
- Director stock ownership guidelines: Directors must hold 5× cash retainer; compliance period 5 years; retention requirement of 25% of shares from equity awards until guidelines met .
- Anti-hedging: Directors prohibited from hedging Company securities .
- Pledging: No pledging disclosed for Ramos (contrast: pledging disclosed for other individuals in footnotes, not for Ramos) .
Governance Assessment
-
Positive signals:
- Independent status; chair of Compensation Committee; audit committee financial expert—enhances oversight of pay and financial reporting .
- Use of independent compensation consultant (Pearl Meyer); committee concluded no conflicts; structured pay philosophy and peer benchmarking .
- Strong shareholder support on say‑on‑pay (97% approval in 2024), reflecting confidence in compensation oversight while Ramos served on the Compensation Committee .
- Robust clawback policy and Audit Committee administration, with recovery analysis underway post-2024 restatement—supports accountability .
-
Watch items and potential red flags:
- Company restated financials and is conducting incentive recovery analysis; while governance mechanisms are in place (clawback via Audit Committee), investors should monitor outcomes and any compensation recoupment decisions for alignment with policy .
- No director-specific meeting attendance detail provided; only aggregate threshold (≥75%); continued monitoring of individual attendance and engagement is prudent .
-
Conflicts/related party:
- No material related‑party transactions involving Ramos disclosed; Audit Committee reviews and approves material related-party transactions, mitigating conflict risk .
Overall, Ramos brings complementary finance and legal expertise, chairs a key committee (Compensation), and meets independence standards, with ownership and anti‑hedging policies supporting alignment; the ongoing clawback review following restatements is a governance test where his Audit/Comp roles and decisions will be closely watched by investors .