Robert Lipstein
Quest Resource HoldingAbout Robert Lipstein
Independent Class III director at Quest Resource Holding Corporation (QRHC), age 70, appointed May 7, 2025 via a Cooperation Agreement with Wynnefield Capital; designated to the Audit Committee and determined independent under Nasdaq and SEC rules . Former KPMG LLP partner (1986–2016) and managing partner (2014–2016), with multiple public and private board roles that support audit oversight and governance rigor .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Partner; Managing Partner | Partner: Oct 1986–Sep 2016; Managing Partner: Sep 2014–Sep 2016 | Senior audit leadership; extensive financial reporting and controls expertise |
| Onity (formerly, Ocwen Financial) (NYSE: ONIT) | Director | Mar 2017–May 2020 | Board oversight at financial services company |
| Infrasight Software | Director | Nov 2020–Aug 2024 | Technology governance oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seacoast Banking Corporation of Florida (Nasdaq: SBCF) | Director | Since May 2019 | Banking and risk oversight |
| OnFolio Holdings Inc. (Nasdaq: ONFO) | Director | Since Feb 2022 | Digital businesses governance |
| Firstrust Savings Bank (and subsidiary) | Director | Since Apr 2021 | Banking governance |
| MM Digital Collective (formerly Modern Mirror) | Director | Since Mar 2025 | Private tech/media oversight |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee comprises Culpepper (Chair), Nolan, Tomolonius, Dunning, and Lipstein; all designated “audit committee financial experts” .
- Independence: Board determined Lipstein independent under Nasdaq and SEC standards .
- Board classification and tenure: Class III director; term expires in 2027 .
- Executive sessions: Independent directors meet in executive session; Board Chair presides .
- Attendance baseline: In FY2024, no director attended fewer than 75% of Board/committee meetings; Audit met 11 times, Compensation 5, Nominating 7, Strategic Planning 4, Financing 1; Lipstein joined in May 2025 (FY2024 attendance not applicable) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual non-employee director retainer (cash) | $42,000 | Paid monthly |
| Audit Committee member fee (non-chair) | $7,875 per year | Applicable to Lipstein |
| Chairman of the Board (additional) | $293,040 per year | Not applicable to Lipstein |
| Committee chair fees | Audit: $15,750; Compensation: $10,500; Nominating: $7,875; Strategic Planning: $10,500 | Not applicable to Lipstein (non-chair) |
| Other committee member fees | Compensation: $5,250; Nominating: $3,938; Strategic Planning: $5,250 | Not applicable unless assigned |
| DSU election option | Available | Directors may elect to receive retainers as DSUs valued monthly; one DSU = one share at separation |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Fair Value | Vesting/Performance |
|---|---|---|---|---|
| RSUs (non-employee directors, program-wide) | Aug 12, 2024 | 10,409 per director | $78,744 | Vests on first anniversary; applies to directors serving at that time |
| RSUs (Lipstein) | Aug 13, 2025 | 20,000 | Not disclosed | Scheduled to fully vest on Aug 13, 2026; one-for-one into common stock |
- Stock-based compensation framework: Annual equity grants (options/RSUs/DSUs) to align long-term interests; directors can defer cash fees into DSUs; no timing based on MNPI .
- Hedging/pledging prohibited for directors; strengthens alignment .
- No director-specific performance metrics disclosed for equity awards; director RSUs vest time-based .
Other Directorships & Interlocks
| Company | Industry Link to QRHC | Potential Interlock/Conflict |
|---|---|---|
| Seacoast Banking Corp (SBCF) | Banking; not a supplier/customer to QRHC per disclosures | No related-party transactions requiring disclosure with QRHC |
| OnFolio Holdings (ONFO) | Internet businesses; no disclosed overlap | No related-party transactions requiring disclosure |
| Firstrust Savings Bank | Banking; private entity | No related-party transactions requiring disclosure |
| MM Digital Collective | Private tech/media | No related-party transactions requiring disclosure |
Expertise & Qualifications
- Audit/financial acumen: Audit committee financial expert designation; long-tenured KPMG partner and managing partner .
- Governance: Multi-board experience across public and private entities; appointment pursuant to an activism settlement adds accountability lens .
- Compliance/alignment: Subject to insider trading and hedging/pledging restrictions; stock ownership guidelines require $100,000 acquisition-price ownership within five years of appointment (by May 7, 2030) .
Equity Ownership
| Date/Type | Common Shares | RSUs (Unvested) | Total Beneficial | Ownership Form |
|---|---|---|---|---|
| As of May 29, 2025 (Proxy table) | 2,500 | — | 2,500; less than 1% | Direct |
| Form 3 filing (initial) | 2,500 | — | 2,500 | Direct |
| Aug 13, 2025 RSU grant | — | 20,000 | 20,000 RSUs | Direct (derivative) |
| Aug 14, 2025 open-market purchase | 15,000 @ $1.6958 | — | 37,500 post-transaction (incl. RSUs and stock per aggregator) | Direct |
- Stock ownership guidelines: Non-employee directors must reach $100,000 acquisition-price ownership within five years; failure may impact eligibility for stock-based compensation or nomination .
- Pledging/hedging: Prohibited for directors and executive officers .
Insider Trades (2025)
| Date | Type | Shares | Price | Notes |
|---|---|---|---|---|
| May 15, 2025 | Form 3 filed | 2,500 | N/A | Initial insider filing |
| Aug 13, 2025 | RSU grant | 20,000 | N/A | RSUs scheduled to vest Aug 13, 2026 |
| Aug 14, 2025 | Purchase | 15,000 | $1.6958 | Open-market buy; beneficial ownership 37,500 after |
Governance Assessment
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Positive signals:
- Independent director with audit committee financial expert designation; strengthens financial oversight .
- Appointed under Cooperation Agreement with activist holder; agreement bars Wynnefield from compensating or influencing the director’s votes; requires irrevocable resignation only upon specified Wynnefield triggers—preserves fiduciary independence while adding accountability .
- Recent open-market purchase (~$25k) post-appointment indicates ownership alignment amid share price pressure .
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Structural protections:
- Related-party transactions reviewed by Audit Committee; company states no related-party transactions with Lipstein requiring Item 404(a) disclosure .
- Director hedging/pledging prohibited; stock ownership guidelines enforce alignment (five-year compliance window) .
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RED FLAGS / watch items:
- Activism settlement mechanism: irrevocable resignation tied to Wynnefield’s ownership threshold or nomination intent could create perceived dependence on a single shareholder’s status; monitor for stability and board dynamics .
- Limited tenure-to-date: Appointed in 2025, so longitudinal attendance/engagement metrics specific to Lipstein not yet disclosed; rely on future proxy for FY2025 attendance .
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Overall: Lipstein’s audit expertise and independence, coupled with fresh personal share purchases, support investor confidence in board effectiveness. The Cooperation Agreement’s safeguards (no activist compensation/agreements with the director; standstill; non-disparagement) mitigate conflict risks while introducing accountability from a significant shareholder .