Benjamin Godley
About Benjamin E. Godley
Benjamin E. Godley (age 61) is an Independent Director of Rand Capital Corporation, serving since 2019. He is currently CEO of Point B Partners (since August 2022) and brings extensive operating, marketing, and public media experience (including 10 years as COO of WGBH). Rand’s Board has affirmatively determined he is independent under SEC and Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WGBH (PBS content producer) | Chief Operating Officer | Ten years; dates not disclosed | Large nonprofit operating leadership |
| Contributor Development Partnership | Co‑founder & CEO | Dec 2018 – May 2020 | Revenue generation and operational efficiency for public media |
| Greenough Communications | President & Partner | Jun 2020 – Mar 2022 | PR/marketing leadership |
| Mitt Romney 2008 Presidential Campaign | Senior Advisor/Deputy National Finance Director | 2008 | National finance leadership |
| Commonwealth of Massachusetts | Director of Governmental Affairs (Governor’s senior staff) | Not disclosed | Government affairs leadership |
| CGN Marketing & Creative Services (acquired by Bain/Epsilon) | Co‑founder; President & CEO | Not disclosed | Built and exited marketing firm |
| Hill & Knowlton; IBM | Marketing/management roles | Not disclosed | Corporate communications/technology experience |
External Roles
| Organization | Role | Tenure | Public Company Directorships |
|---|---|---|---|
| Point B Partners | Chief Executive Officer | Aug 2022 – present | None |
Board Governance
- Independence: The Board determined Mr. Godley is an Independent Director under SEC/Nasdaq rules .
- Committee assignments: Chair, Governance & Nominating Committee; Member, Audit Committee (2024 composition) .
- Committee leadership: Governance & Nominating Committee (chair fee eligible); Audit Committee chaired by Cari L. Jaroslawsky starting May 9, 2024 (previously Erland E. Kailbourne) .
- Attendance: In 2024, the Board met 8 times; Audit Committee 5; Governance & Nominating 2. Each Director attended 100% of Board and committee meetings .
- Executive sessions: Independent Directors held executive sessions at least twice during 2024, chaired by Board Chair Robert M. Zak .
- Tenure on Board: Director since 2019; annual election at each meeting .
- Controlled company and nomination rights: East Asset Management owns ~64.2% and may designate nominees; Messrs. Gusky and Godley were designated by East for nomination .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Board & committee annual cash retainer | $50,000 | $50,000 |
| Committee chair fees | Governance chair $1,000 (applicable to Mr. Godley) | Governance chair $1,000 (applicable to Mr. Godley) |
| Audit chair fees | $2,500 (not applicable; Mr. Godley not Audit Chair) | $2,500 (not applicable; Audit Chair: Jaroslawsky after May 9, 2024) |
| Board Chair fee | $10,000 (not applicable to Mr. Godley) | $10,000 (not applicable to Mr. Godley) |
| Total fees earned by Mr. Godley | $51,000 | $51,000 |
| Meeting fees | Not paid | Not paid |
| Reimbursements | Travel/out‑of‑pocket only | Travel/out‑of‑pocket only |
Notes:
- Rand does not maintain stock or option plans, non‑equity incentive plans, or pension plans for Directors .
Performance Compensation
- No performance‑linked compensation is used for Directors; Rand does not maintain stock, option, or non‑equity incentive plans for Directors .
| Performance Metric | Target | Actual | Applies to Director Pay |
|---|---|---|---|
| Equity awards (RSUs/PSUs/options) | None | None | No |
| Cash bonus tied to financial metrics | None | None | No |
| TSR/EBITDA/revenue growth metrics | None | None | No |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None | — | — | Mr. Godley has no other public company directorships listed . East, as controlling shareholder, designated Mr. Godley for nomination, which is a governance consideration but he is affirmed independent by the Board . |
Expertise & Qualifications
- Broad operating and marketing expertise across public media, corporate communications, and technology; COO experience at WGBH (largest producer of PBS content), entrepreneurial background with CGN Marketing, and government affairs experience .
- Not identified as an Audit Committee Financial Expert; the Board designated Jaroslawsky and Kailbourne as financial experts .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Shares beneficially owned | 25,000 | 28,746 |
| Percent of shares outstanding | Less than 1% | Less than 1% |
| Dollar range of equity in Rand | Over $100,000 | Over $100,000 |
| Hedging/derivatives policy | Prohibited for Directors/officers | Prohibited; margin accounts require pre‑approval (none requested) |
- Ownership includes sole voting/investment power unless noted; percent of class based on total shares outstanding at record dates .
Governance Assessment
- Independence and attendance strong: Godley is Board‑affirmed independent and had 100% attendance in 2024; executive sessions of Independent Directors held at least twice, indicating active oversight .
- Committee leadership: Chairs Governance & Nominating and serves on Audit, aligning with board effectiveness in governance oversight and director nominations/compensation of non‑employees .
- Compensation structure: Entirely fixed cash with modest chair premium; no equity or incentive components. This reduces pay‑for‑performance alignment but avoids equity dilution or award design risks .
- Ownership alignment: Holds 28,746 shares and “Over $100,000” in Rand equity, albeit less than 1% of outstanding; anti‑hedging and margin restrictions support alignment and risk control .
- Controlled company dynamics (RED FLAG to monitor): East owns ~64.2% and designates nominees including Godley; while independence is affirmed, the designation right can influence board composition and raises minority shareholder governance considerations .
- Related‑party exposure: No related‑party transactions involving Godley disclosed; principal related‑party items concern RCM advisory/administration arrangements and the CCO service agreement, both overseen by Board/Audit Committee .
- Audit oversight quality: Audit Committee composed solely of Independent Directors; financial experts identified; consistent auditor oversight and fee transparency .
Overall signal: Strong independence and attendance with active committee leadership. Monitor controlled company nomination rights and the absence of performance‑linked director pay for alignment, though personal share ownership and anti‑hedging policies partially offset alignment concerns .