Maegan A. R. Cross
About Maegan A. R. Cross
Maegan A. R. Cross (age 39) has served on the PLPC Board since 2017; she is Director of Development at Laurel School (since 2009), holds a BS from College of Charleston and an MBA (Finance) from Ohio University, and previously worked in PLPC’s Human Resources department (2003–2008) . She is the daughter of Executive Chairman Robert G. Ruhlman and sister of director/executive J. Ryan Ruhlman, which informs her non‑independent status under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PLPC | Human Resources staff | 2003–2008 | Early exposure to company operations |
| Laurel School (Shaker Heights, OH) | Director of Development | 2009–present | Responsible for multimillion-dollar annual, restricted, endowment and capital giving; project management and collaboration cited as Board value-add |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UH Rainbow Babies & Children’s Foundation (RBCF) | Founding member, Associate Board; served as Vice President, President, Trustee Chair; currently Trustee | Various; current Trustee | Philanthropy and community engagement; supports UH Fertility Clinic |
Board Governance
- Committee assignments: Nominating Committee advisor/ex officio (committee formed April 1, 2024; members: Kestner (Chair), Gascoigne, Sunkle; Cross as advisor) .
- Independence: Not listed among independent directors; familial ties to Executive Chairman and a director/executive confirm non‑independent status .
- Attendance: In 2024, Board met 5 times; Audit 4, Compensation 4, Nominating 7; all directors attended at least 75% of Board and relevant committee meetings and attended the annual meeting .
- Board leadership: No Lead Independent Director; Board believes risk oversight is unaffected by the structure .
Fixed Compensation
| Component | Policy / 2024 Value |
|---|---|
| Annual Board cash retainer | $45,000 per non-employee director |
| Committee membership fee | $10,000 per committee per year; chair adds $10,000; Nominating Committee fees prorated for 2024: $7,500 member, +$7,500 chair |
| Annual equity grant (directors) | Approximately $75,000 in common shares, granted near year end |
| 2024 Director Compensation | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Maegan A. R. Cross | 82,500 | 45,070 (settled net of taxes) | — | 127,570 |
Note: Stock awards for Ms. Cross were settled in shares net of tax, with taxes paid in cash .
Performance Compensation
- Director pay is primarily retainer plus annual stock grants; no performance metrics tied to director compensation are disclosed .
| Performance Metric | Target | Outcome | Payout Linkage |
|---|---|---|---|
| Not disclosed for directors | — | — | — |
Other Directorships & Interlocks
- Public company boards: None disclosed .
- Non-profit/academic: RBCF Trustee; prior leadership roles; Laurel School executive role .
- Interlocks/relationships: Daughter of Executive Chairman Robert G. Ruhlman; sister of director/executive J. Ryan Ruhlman .
Expertise & Qualifications
- Education: BS (College of Charleston); MBA (Ohio University, Finance concentration) .
- Skills: Project management, collaborative approach; fundraising and community engagement .
Equity Ownership
| Holder | Beneficially Owned Shares | % of Outstanding |
|---|---|---|
| Maegan A. R. Cross | 6,274 | ~0.127% (6,274 / 4,940,991 shares outstanding as of 3/14/2025) |
- Director stock ownership guidelines: Committee members must hold shares with market value ≥ 3× annual cash retainer; 5-year compliance window from plan adoption or committee appointment; sale restrictions until met .
- Hedging policy: Company prohibits short sales and hedging transactions (e.g., collars, swaps) by directors and certain employees .
Governance Assessment
- Family ties and non‑independence: Cross is not independent and is closely related to the Executive Chairman and a sitting director/executive, elevating potential conflict risks and raising investor concerns on board independence .
- Role in nominations: Ex officio advisor to Nominating Committee formed in 2024; while nominees must be recommended by independent committee members, her advisory presence may be perceived as influence in director selection within a family-led board .
- Board structure: Absence of a Lead Independent Director alongside an Executive Chairman/principal executive officer may constrain independent oversight signaling .
- Attendance: Meets minimum attendance expectations; Board and committees maintained regular cadence (5/4/4/7 meetings) which supports engagement .
- Section 16 compliance: Late Form 4 for her disposal of 1,800 shares (trade 6/15/2023; filed 1/9/2024) indicates a compliance lapse, modest but notable for governance tracking .
- Related-party environment: The company conducted insider share repurchases and paid ~$223k to Baker & Hostetler LLP, where Nominating Chair Kestner was a partner; Board concluded independence for Kestner despite firm ties, but overall related-party proximity is a monitoring point .
- Director compensation alignment: Cash retainer plus equity grants provide alignment; her 2024 stock award was below the typical $75k level, though settled net of taxes; absence of director performance metrics is standard for many boards but limits pay-for-performance signals at the director level .
- Executive compensation governance: Compensation Committee is independent, did not use an external advisor in 2024, and saw ~97% say-on-pay support in 2023, signaling shareholder acceptance of pay practices (contextual support for overall governance) .
Insider Trades and Compliance
| Item | Detail |
|---|---|
| Late Section 16(a) filing | Form 4 for disposal of 1,800 shares on 6/15/2023 filed 1/9/2024 |
Overall: Cross brings fundraising and project management expertise and community focus, but her non‑independent status and familial ties combined with advisory presence on nominations and no Lead Independent Director are notable governance risk indicators. Attendance is acceptable, hedging is prohibited, and director equity enhances alignment; continued monitoring of independence safeguards and nomination processes is warranted .