Stephen A. Nolan

About Stephen A. Nolan

Independent director since April 2019; age 64; Class II director with term expiring in 2026. Former President & COO, SGS North America (Aug 2019–Mar 2024); previously CFO then CEO/Director at Hudson Global (Nasdaq: HSON) (2013–2018); earlier CFO Adecco North America, CFO DHL Global Forwarding NA, and finance roles at Reckitt Benckiser; began career as Audit Senior at PwC. Board has affirmatively determined he is independent under Nasdaq and SEC standards. He is designated an Audit Committee Financial Expert.

Past Roles

External Roles

Board Governance

• Committee assignments (2025): Audit Committee member (financial expert); Compensation Committee Chair; member, Financing Committee. Not on Nominating & Corporate Governance or Strategic Planning Committees.
• Independence: Independent director under Nasdaq/SEC; Class II (term ends 2026).
• Attendance/engagement: Board met 9x in 2024; Audit 11x; Compensation 5x; Nominating 7x; Strategic Planning 4x; Financing 1x. No director attended <75% of applicable meetings; all directors attended the 2024 annual meeting.
• Executive sessions: Independent directors meet regularly without management.
• Audit Committee Financial Expert: Nolan (and others) designated.

Fixed Compensation

• Director fee schedule (current, paid during 2024): annual cash retainer $42,000; Audit Chair $15,750; Compensation Chair $10,500; Nominating Chair $7,875; Strategic Planning Chair $10,500; Audit member $7,875; Compensation member $5,250; Nominating member $3,938; Strategic Planning member $5,250; no fees for Financing Committee. Chairman of the Board receives an additional $293,040 per year. Directors may elect to receive retainers in DSUs.
• Year-over-year fee levels: 2023 retainer was $40,000; related committee fees were slightly lower (e.g., Audit Chair $15,000; Comp Chair $10,000; Nominating Chair $7,500; Audit member $7,500; Compensation member $5,000; Nominating member $3,750; Strategic member $5,000).

Performance Compensation

• Annual equity for non-employee directors: RSU award of 10,409 shares on Aug 12, 2024, grant-date value $78,744 ($7.565 per share); vests on first anniversary (Aug 12, 2025).
• DSU program: directors can elect to take fees in DSUs; DSUs convert 1:1 into shares at end of service; late Form 4 notes a DSU grant to Nolan on Dec 29, 2023 (quantity not specified in the delinquency note).

No director-specific performance metrics (e.g., TSR, EBITDA) apply to director equity; RSUs time-vest. Executive PSU metrics exist for management, not directors.

Other Directorships & Interlocks

• Current public company boards: None disclosed for Nolan. Prior: Hudson Global (public). No disclosed interlocks with QRHC competitors/suppliers/customers.

Expertise & Qualifications

• Designated Audit Committee Financial Expert; deep CFO/CEO operating experience in services/logistics/human capital; multi-year public company leadership and board experience.

Equity Ownership

• Hedging/pledging: Directors and executive officers (including household members) are prohibited from derivative trading/hedging or pledging/margining company stock.
• Stock ownership guideline: Non-employee directors must hold at least $100,000 acquisition price in QRHC stock within 5 years of appointment or guideline adoption (Apr 3, 2019). Non-compliance may preclude further stock awards/nomination. Individual compliance status not disclosed.

Related-Party and Policy Framework

• Related-party transactions policy: Audit Committee must review/approve all related party transactions; company will not enter into such transactions unless deemed fair or approved by disinterested directors/stockholders. No specific related-party transactions involving Mr. Nolan are disclosed.
• Clawback policies: Adopted a 2019 Clawback Policy and a 2023 Dodd-Frank Clawback Policy; applicable to incentive compensation.
• Insider trading and hedging policy: In place; see restrictions above.

Say-on-Pay & Shareholder Feedback (Governance Signal)

Strong support for Say-on-Pay and annual frequency suggests broad investor confidence in compensation governance.

Governance Assessment

• Strengths

  • Independence, deep financial and operating expertise; designated Audit Committee Financial Expert.
  • Active committee roles including Compensation Committee Chair and Audit member; robust 2024 meeting cadence with ≥75% attendance by all directors.
  • Clear anti-hedging/pledging policy, stock ownership guidelines, and dual clawback policies enhance alignment and accountability.
  • Transparent director fee schedule and standardized annual RSU grants (time-based).

• Watch items

  • Section 16(a) compliance: late Form 4s, including Nolan’s late DSU grant filing (Dec 29, 2023) and a late filing for Aug 16, 2024 RSU vesting across several directors; characterized as inadvertent and corrected. Modest compliance lapse but worth monitoring.
  • Compensation Committee chairing places Nolan at the center of exec pay oversight; investors typically monitor rigor in target setting and consultant independence (committee uses independent consultants “from time to time”).

• Potential conflicts/related-party exposure: None disclosed for Nolan; Audit Committee oversees and pre-approves any such transactions.

• Alignment signals

  • Ability to take fees in DSUs and annual RSUs tie director economics to shareholder outcomes; hedging/pledging prohibitions reinforce alignment.

Overall: Governance profile is solid with strong independence, financial expertise, and high engagement. Minor Section 16(a) timeliness issues noted; continued focus on disclosure controls around equity transactions is advisable.