Richard Hallé
About Richard Hallé
Richard Hallé, age 60, is Chief Financial Officer of Natural Grocers by Vitamin Cottage (NGVC) effective January 1, 2025; he previously served on NGVC’s Board and Audit Committee from 2012 to October 2024, and on its Compensation Committee from August 2020 to October 2024 . Prior roles include Managing Director at Alvarez & Marsal’s Private Equity Performance Improvement Group (Mar 2023–Oct 2024), CFO of Vivial Inc. (2011–2021), CFO/Secretary of DTN Holding Company (2003–2008), and Managing Director at FTI Consulting (2002–2003) . NGVC’s pay-versus-performance data show strong recent performance: TSR rose from $98.68 on a $100 base in FY2022 to $303.80 in FY2024, while net income increased from $21,365k (FY2022) to $33,935k (FY2024) . He commenced interim employment November 4, 2024 to facilitate a CFO transition and resigned from the Board and committees on October 31, 2024; there is no family relationship with NGVC executives and no related-party transactions for him under Item 404(a) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Natural Grocers by Vitamin Cottage, Inc. | CFO (appointed) | Jan 1, 2025–present | Oversees finance, accounting, FP&A, IR, PMO, internal audit, AP, tax, payroll/benefits |
| Natural Grocers by Vitamin Cottage, Inc. | CFO appointee (interim employment) | Nov 4, 2024–Dec 31, 2024 | Transition support ahead of CFO appointment |
| Natural Grocers by Vitamin Cottage, Inc. | Director; Audit Committee member | 2012–Oct 2024 | Governance, financial reporting oversight |
| Natural Grocers by Vitamin Cottage, Inc. | Compensation Committee member | Aug 2020–Oct 2024 | Executive compensation oversight |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Alvarez & Marsal Private Equity Performance Improvement Group | Managing Director | Mar 2023–Oct 2024 | Performance improvement for PE portfolio companies |
| Vivial Inc. | Chief Financial Officer | 2011–2021 | Led accounting, treasury, tax, planning, forecasting, budgeting, financial reporting |
| DTN Holding Company, Inc. | Chief Financial Officer & Secretary | 2003–2008 | Finance leadership, corporate secretary responsibilities |
| FTI Consulting, Inc. | Managing Director | 2002–2003 | Developed business and finance strategies |
Fixed Compensation
| Component | Amount | Terms | Evidence |
|---|---|---|---|
| Base salary (CFO) | $618,500 | Annual; effective with appointment | |
| Cash hiring bonus | $202,500 | One-time hiring bonus | |
| Fully vested stock grant | 7,500 shares | Granted at hire; fully vested | |
| Director cash fees (FY2024) | $50,000 | $40k base + $5k audit + $5k comp committee |
Performance Compensation
| Incentive | Metric(s) | Weighting | Target | Actual/Payout | Vesting | Evidence |
|---|---|---|---|---|---|---|
| Annual discretionary cash bonus (CFO) | Not specified | N/A | Up to 50% of base salary | Discretionary, based on performance | Cash; annual | |
| Long-term equity (RSUs) | Time-based; no performance metrics | N/A | 200,000 RSUs | 100% cliff vest | Vest in full on Nov 4, 2029; accelerate on Change in Control or Corporate Transaction if employed at event |
Equity Ownership & Alignment
| Item | Detail | Evidence |
|---|---|---|
| Total beneficial ownership (Jan 13, 2025) | 67,836 shares; less than 1% of outstanding | |
| Shares outstanding (record date) | 22,931,226 | |
| RSUs vesting ≤60 days (director grant) | 3,736 RSUs vest by Mar 6, 2025 | |
| New RSU grant (CFO) | 200,000 RSUs; 100% cliff on Nov 4, 2029; single-trigger acceleration on Change in Control or Corporate Transaction if employed at event | |
| Pledging | None of the shares beneficially owned by named officers/directors were pledged | |
| Hedging | Permitted only with pre-clearance per Insider Trading Policy | |
| Ownership guidelines (NEOs) | No specific stock ownership requirements or guidelines for NEOs | |
| Director ownership guidelines | 3x annual cash retainer within 5 years of initial election (applies to independent directors; Hallé resigned Oct 31, 2024) |
Vesting Schedule Details
| Grant | Grant Date | Amount | Vesting Date(s) | Acceleration Terms | Evidence |
|---|---|---|---|---|---|
| Director RSUs (FY2024 annual grant) | Mar 6, 2024 | 3,737 | Mar 6, 2025 | None specified beyond standard service condition | |
| CFO RSUs | Nov 4, 2024 | 200,000 | Nov 4, 2029 (100% cliff) | Immediate full vest on Change in Control or Corporate Transaction if employed at event | |
| Hiring stock grant (fully vested) | Nov 4, 2024 | 7,500 | Immediate | N/A |
Employment Terms
- At-will employment; either party may terminate at any time, with or without cause .
- Base salary $618,500; annual discretionary bonus opportunity up to 50% of base; benefits commensurate with title and salary band .
- Equity: 7,500 fully vested shares; 200,000 RSUs with 5-year cliff vest; single-trigger acceleration on Change in Control or Corporate Transaction if employed at event .
- No severance or change-in-control cash multiples disclosed; Company states no severance agreements for NEOs as of FY2024 .
- Clawback/recoupment policy adopted to comply with Exchange Act Section 10D and NYSE listing standards (restatement-based recoveries) .
- No NEO stock ownership guidelines; hedging requires pre-clearance; no pledging disclosed in beneficial ownership table .
- No non-compete, non-solicit, garden leave, or consulting arrangements disclosed in the offer letter or proxy .
Performance & Track Record
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| TSR value of $100 initial investment | $98.68 | $122.28 | $303.80 |
| Net Income ($ thousands) | $21,365 | $23,243 | $33,935 |
- Management characterized Hallé’s prior experience as having a strong track record of value creation, with deep corporate finance, accounting, operations, and reporting expertise .
- Board/committee service: Hallé served on Audit and Compensation Committees; each committee member attended at least 75% of meetings in FY2024 .
Compensation Committee Analysis
- Compensation Committee members: Heather Isely (Chair), Kemper Isely, Edward Cerkovnik, Sandra Buffa; Hallé served prior to Oct 2024 and did not participate in decisions related to his appointment .
- Independent consultant FW Cook engaged for FY2023 study; no consultant used for FY2024 decisions; FY2024 decisions emphasized base salary and discretionary cash bonuses .
- Say-on-pay: 2024 meeting approved FY2023 NEO compensation; future say-on-pay votes every three years with next expected in 2027 .
Related Party Transactions
- Hallé is not party to any transaction requiring disclosure under Item 404(a) (confirmed at appointment) .
- NGVC operates as a controlled company under NYSE rules due to Isely family ownership; related-party leases and vendor arrangements are reviewed/approved by the Audit Committee under formal policies (context for governance) .
Investment Implications
- Alignment: Hallé’s equity package is significant (200k RSUs) but entirely time-based with single-trigger acceleration on Change in Control/Corporate Transaction, which creates potential event-driven supply but limited near-term selling pressure beyond 3,737 director RSUs vesting Mar 6, 2025; no pledging and clawback policy mitigate governance risk .
- Pay-for-performance: Annual bonus is discretionary without disclosed quantitative metrics; absence of PSUs suggests lower explicit linkage to TSR/financial targets, but NGVC’s recent TSR/net income improvement provides supportive backdrop for incentive outcomes .
- Retention: Five-year cliff RSU structure and at-will status indicate strong retention incentive tied to tenure; lack of severance/cash CoC benefits reduces change-in-control windfall risk but single-trigger RSU acceleration increases equity realization upon corporate events .
- Governance: Prior committee tenure (audit/compensation) and no related-party ties support credibility; controlled company status persists, so broader governance dynamics should be monitored .