S. Ray Hatch
Quest Resource HoldingAbout S. Ray Hatch
S. Ray Hatch is a longtime operator in environmental services and food distribution who served as Quest Resource Holding Corporation’s President and CEO from February 2016 to March 2025 and has been a director since February 2016; he is currently classified as a non‑independent director due to his employment within the past three years . Age: 65 (as disclosed in 2025 proxy); Board tenure: ~9 years; Core credentials: multi-decade operating leadership across waste outsourcing (Oakleaf) and national foodservice distribution (U.S. Foodservice/Alliant, Food Services of America) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quest Resource Holding Corporation | President & Chief Executive Officer; Director | CEO: Feb 2016–Mar 2025; Director: since Feb 2016 | Led company transformation; remains on Board post-CEO transition . |
| Merchants Market Group, LLC | President | Feb 2014–Jan 2016 | International foodservice distribution leadership . |
| Oakleaf Waste Management/Greenleaf Equipment | EVP & COO (Greenleaf); SVP Regional Sales | SVP: Jun 2008–May 2010; EVP/COO: May 2010–Jan 2014 | Waste outsourcing operations and sales leadership . |
| Food Services of America | SVP Sales & Marketing and CMO; EVP – Western Washington Group | EVP: Jul 2003–Aug 2005; SVP/CMO: Aug 2005–Oct 2007 | Regional leadership and national marketing . |
| U.S. Foodservice (formerly Alliant Foodservice) | Division President | Jan 1999–Jul 2003 | Division P&L leadership in national distributor . |
External Roles
- No other public company directorships or external board roles are listed in Mr. Hatch’s proxy biography; prior roles disclosed are executive/operator positions rather than board seats .
Board Governance
| Item | Detail |
|---|---|
| Board classification | Classified board; Hatch is Class III with term expiring 2027 . |
| Independence | Not independent under Nasdaq rules due to employment within last three years . |
| Committee assignments | Strategic Planning Committee (member); Financing Committee (member) . |
| Committee chairs | None (Strategic Planning chaired by D. Friedberg; Financing chaired by D. Friedberg) . |
| Audit/Comp/Nominating | Not a member of Audit, Compensation, or Nominating & Corporate Governance Committees . |
| Attendance | In FY2024, no director attended fewer than 75% of Board and committee meetings; all directors attended 2024 annual meeting . |
| Executive sessions | Regular executive sessions of independent directors; Board Chair presides . |
| Stock ownership/hedging policies | Director ownership guideline of at least $100,000 acquisition value; prohibition on pledging/hedging by directors/officers . |
| Clawback policies | 2019 clawback policy and 2023 Dodd-Frank compliant clawback policy adopted . |
Fixed Compensation
Executive compensation (while serving as CEO):
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $375,000 | $390,014 |
| Cash Bonus | $125,000 | $0 |
| Stock/Option Awards (grant date fair value) | $211,904 | $250,500 |
| All Other Compensation | $19,630 | $30,172 |
| Total | $731,534 | $670,686 |
- Director fees: Mr. Hatch did not receive additional compensation for Board service while an employee director in FY2024 .
Performance Compensation
- Annual bonus structure: Target bonus opportunity (as % of base salary) for CEO 100%; payout based on achievement against annual budget metrics; payout in cash or DSUs at executive election; payouts determined after audit (typically by March 31 of following year) .
- 2024 bonus outcome: $0 bonus paid to Mr. Hatch for FY2024 .
Equity awards and vesting:
| Grant/Instrument | Grant Date | Quantity | Type | Vesting / Performance | Valuation/Terms |
|---|---|---|---|---|---|
| RSUs | 06/26/2024 | 30,000 | RSU (2012 Plan) | Time-based; vests on anniversary of grant | Year-end (12/31/24) payout value $195,000 at $6.50/share . |
| PSUs | 08/12/2024 | 30,000 | PSU (2024 Plan) | 3-year performance period; payout based on defined metrics | Year-end target payout value shown at $6.50/share: $195,000; actual shares depend on outcomes . |
| Stock Options | Various (2016–2023) | See below | Options | Schedules include fully vested and ratable 1/3 annual vesting for 2022–2023 grants | See option schedule and prices below . |
Detailed stock option holdings (as of 12/31/2024):
| Grant Date | Exercisable | Unexercisable | Exercise Price | Expiration | Notes |
|---|---|---|---|---|---|
| 01/07/2016 | 250,000 | — | $5.44 | 01/07/2026 | Fully vested . |
| 01/16/2018 | 100,000 | — | $2.39 | 01/16/2028 | Fully vested . |
| 02/12/2019 | 150,000 | — | $1.51 | 02/12/2029 | Fully vested . |
| 03/16/2020 | 160,000 | — | $1.51 | 03/16/2030 | Fully vested . |
| 03/15/2021 | 80,000 | — | $3.83 | 03/15/2031 | Fully/mostly vested per schedule . |
| 04/20/2022 | 35,000 | 17,500 | $6.17 | 04/20/2032 | 1/3 vest annually over 3 years . |
| 05/17/2023 | 20,000 | 40,000 | $5.50 | 05/17/2033 | 1/3 vest annually over 3 years . |
Severance/change-in-control (while CEO; agreement amended 6/29/2021):
- Termination without cause/for good reason: 18 months base salary; pro‑rata bonus; full vesting of unvested stock options and post‑2021 RSUs; 18 months medical benefits/COBRA reimbursement .
- Change-in-control (CIC) termination window (3 months pre–1 year post): 18 months base; average of prior two years’ cash bonus; full vesting of unvested stock options and post‑agreement RSUs .
- Post-termination covenants: 18‑month non‑compete; 24‑month non‑solicit .
Other Directorships & Interlocks
- No other public company directorships or disclosed interlocks for Mr. Hatch in the proxy; related-party transactions are subject to Audit Committee review/policy, with no specific related-party transactions disclosed for Mr. Hatch .
Expertise & Qualifications
- Deep operating experience leading multi-site services in waste outsourcing and national food distribution; prior EVP/COO and senior sales/marketing roles underscore operational, commercial, and industry expertise aligned with QRHC’s end markets .
- Board-level strategic focus evidenced by service on Strategic Planning and Financing Committees .
Equity Ownership
| Ownership Item | Amount |
|---|---|
| Total beneficial ownership | 1,018,641 shares (4.71% of outstanding) . |
| Vested stock options included | 852,500 shares underlying vested options . |
| DSUs included | 85,367 DSUs . |
| Unvested equity at 12/31/2024 | 30,000 RSUs; 30,000 PSUs (subject to time/performance) . |
| Shares outstanding reference | 20,681,818 (as of 05/29/2025) . |
| Pledging/hedging | Prohibited for directors and executive officers . |
| Director ownership guideline | Non‑employee directors required to hold at least $100,000 acquisition value in QRHC stock . |
Governance Assessment
-
Positives:
- Significant personal equity stake (4.71% beneficial) aligns incentives; DSUs and options indicate long-term exposure .
- Strong operating background directly relevant to QRHC’s outsourced waste and recycling programs; active on strategy- and finance-oriented committees .
- Company maintains clawback policies (2019 and Dodd‑Frank 2023), anti‑hedging/pledging, and director ownership guidelines, supporting pay-for-performance and alignment .
-
Watch items / RED FLAGS:
- Not independent due to recent CEO service; combined with roles on Strategic Planning and Financing Committees, this may concentrate influence and can be scrutinized by governance-focused investors until the three‑year cooling‑off period lapses .
- FY2024 executive bonus paid $0 amid net loss and asset impairment; while conservative, pay-versus-performance disclosure highlights variability tied to stock/option valuation—investors may seek clearer forward performance metrics and targets in PSU design .
- Board retains a classified structure, which some investors view as entrenchment; however, independent committees and executive sessions are in place .
Attendance: In FY2024, no director fell below 75% attendance; all directors attended the 2024 annual meeting, mitigating engagement concerns .
Related-party/loans: No related-party transactions disclosed for Mr. Hatch; Audit Committee policy governs review/approval .
Say-on-pay/consultants: Compensation Committee uses independent consultants at its discretion; advisory say-on-pay conducted annually (2025) .