Richard G. Rawson
INSPERITYAbout Richard G. Rawson
Independent director candidate with deep operational and financial credentials; age 76; director since 1989. Former Insperity President (Aug 2003–May 2018), previously EVP of Administration, CFO and Treasurer (Feb 1997–Aug 2003), and earlier SVP, CFO and Treasurer; prior senior finance roles in manufacturing and seismic data processing industries. Education: BBA in Finance, University of Houston; Doctor of Humane Letters (honorary), University of Houston (Dec 2020). He is not classified as independent due to prior senior management role; independence “was not considered” by the Board in 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Insperity, Inc. | Director | 1989–present | Long-serving board member; institutional knowledge |
| Insperity, Inc. | President | Aug 2003–May 2018 | Led operations; deep knowledge of financial/business issues |
| Insperity, Inc. | EVP Administration; CFO & Treasurer | Feb 1997–Aug 2003 | Finance leadership and administration oversight |
| Insperity, Inc. | SVP; CFO & Treasurer | 1989–1997 | Built finance function post-1989 |
| Various companies (manufacturing, seismic data processing) | Senior financial officer/controller | Pre-1989 | Industry finance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sciolytix, Inc. | Co‑founder and Chairman | Current | Leadership; private company governance |
| Trinity Legacy Partners (RIA) | Co‑founder and Partner | Current | Investment/advisory leadership |
| Del Monte Capital (PE) | Co‑founder and Chairman | Current | Private equity governance |
| University of Houston, C.T. Bauer College of Business | Executive Advisory Committee | Current | Academic advisory; community ties |
| NAPEO | Past President | Historical | Industry leadership recognition |
Board Governance
- Committee assignments: Rawson is not listed as a member or chair of Compensation, Finance/Risk/Audit, or Nominating & Corporate Governance; no liaison roles .
- Independence: Board determined all directors are independent except CEO Paul Sarvadi and Rawson (due to Rawson’s prior senior management role); Rawson’s independence “was not considered” .
- Attendance: Board met 6 times in 2024; all directors participated in at least 75% of Board and committee meetings; all ten then‑current directors attended the 2024 Annual Meeting .
- Lead Independent Director: Timothy T. Clifford; executive sessions chaired by lead independent director; regular executive sessions held .
Committee Assignments Summary
| Committee | Member? | Chair? |
|---|---|---|
| Compensation | No | No |
| Finance, Risk Management & Audit | No | No |
| Nominating & Corporate Governance | No | No |
| CEC Board Liaison | No | No |
Fixed Compensation
| Component | Policy/Rate | Rawson 2024 Amount |
|---|---|---|
| Annual Board Retainer (cash) | $85,000 | $83,750 |
| Committee Membership Fees | Compensation $10,000; Audit $15,000; Nominating $5,000 | $0 (not a member) |
| Committee Chair Fees | Compensation $15,000; Audit $25,000; Nominating $15,000 | $0 (not a chair) |
| Lead Independent Director Premium | $42,500 (for LID) | N/A (not LID) |
| CEC Liaison Premium | $35,000 | N/A |
Performance Compensation
| Element | Structure | 2024 Value |
|---|---|---|
| Annual Director Equity Grant | Unrestricted common stock granted at Annual Meeting; 2024 aggregate FMV $190,000 per director | $188,472 (grant-date fair value recognized in 2024) |
| Vesting | 2024 director awards are unrestricted; proposed plan amendment adds minimum one-year vesting for future director awards (exceptions as specified) |
Other Directorships & Interlocks
- Current public company boards: None disclosed in proxy biography .
- Related-party client relationships: Insperity provided PEO services to four client companies associated with Rawson; 2024 net service fees $1,077,194 and associated payroll costs $(4,850,079) (fees within pricing range of unrelated clients per policy) .
- Additional related parties: Similar PEO service relationships with entities tied to other directors (Clifford, Sarvadi) disclosed for context .
Expertise & Qualifications
- Finance and operations leader: Former President and CFO/Treasurer of Insperity; extensive oversight of financial reporting and operational execution .
- Industry recognition: Past President of NAPEO; deep PEO sector experience .
- Academic and advisory involvement: Executive Advisory Committee member at UH Bauer; strengthens governance perspective .
- Education: BBA Finance (UH); honorary Doctor of Humane Letters (UH, Dec 2020) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 224,098 shares; <1% of shares outstanding | Includes LP, trust, and spouse holdings; see breakdown |
| Ownership breakdown | RDKB Rawson LP: 84,643; R&D Rawson LP: 84,216; DMR Spousal Lifetime Trust: 50,796; Dawn M. Rawson (spouse): 700 | Shared voting/investment power with spouse except her 700 shares |
| Unvested RSUs | None | RSUs for non-employee directors not listed; Rawson shows none |
| Shares pledged as collateral | 25,000 shares (~11.2% of his beneficial holdings) | Board approved as “not significant” under pledging policy given factors assessed |
| Hedging policy | Hedging prohibited for employees/directors | — |
| Ownership guideline | Non-employee directors required to hold 5× annual cash retainer; directors are in compliance or on-track within allowed time | — |
Governance Assessment
- Strengths:
- Deep institutional knowledge and proven operating/finance leadership enhances board effectiveness in strategy and risk oversight .
- No committee interlocks or insider participation on Compensation Committee; committee composed entirely of independent directors .
- Director equity paid in stock aligns interests; stock ownership guidelines reinforce alignment (5× retainer) .
- Concerns and potential conflicts (investor confidence signals):
- Not independent due to prior senior management role; independence was not evaluated, which may affect perceived board objectivity on CEO oversight .
- Related party transactions: PEO services to four Rawson-associated entities with $1.08M net fees in 2024; while within pricing policy and reviewed under related party protocol, ongoing business ties warrant monitoring for influence or preferential treatment risk (RED FLAG) .
- Pledging of 25,000 shares (~11.2% of his holdings) approved as “not significant,” but pledging is generally discouraged; monitor for margin-call or forced-sale risk during volatility (RED FLAG) .
- No committee assignments reduce direct governance engagement leverage (audit/comp/nomgov) compared to independent peers .
- Attendance/engagement:
- Board met 6 times in 2024; all directors met at least 75% attendance and attended the Annual Meeting—adequate engagement signal .
- Compensation reasonableness:
- 2024 director pay appears standard for Insperity’s structure: cash retainer plus equity grant; Rawson total $272,222 (cash + stock), consistent with policy .
Oversight implication: Given related-party ties and share pledging, investors should seek clear recusal practices on decisions involving client pricing/policies and continued disclosure of pledged-share status; the absence of committee roles makes independence and conflict-management practices more important to sustain confidence .