Charles Elcan
About Charles A. Elcan
Charles A. Elcan, 61, has served as a director of REX American Resources since 2003. He is a partner at Frisco Partners (since 2017) and previously founded and led multiple healthcare-related real estate and operating ventures, including China Healthcare Corporation (President until 2017), Executive Vice President—Medical Office Properties at Health Care Property Investors, Inc. (HCP) from 2003–2008, CEO/President of MedCap Properties (1998–2003), and a founder/investor in Behavioral Healthcare Corporation (now Ardent Health Services) from 1992–1997 . The Board has determined Elcan is independent under NYSE listing standards; directors generally had strong attendance, with all directors attending last year’s annual meeting and each director attending 100% of Board and committee meetings except one director who attended more than 80% .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Health Care Property Investors, Inc. (HCP) | EVP—Medical Office Properties | 2003–2008 | Senior leadership in healthcare REIT operations |
| MedCap Properties, LLC | CEO & President | 1998–2003 | Led healthcare real estate company acquired by HCP in 2003 |
| China Healthcare Corporation | Founder & President | 2008–2017 | Built and operated hospitals in China (entrepreneurial execution) |
| Behavioral Healthcare Corporation (now Ardent Health Services) | Founder/Investor | 1992–1997 | Acute care hospital ownership/operations exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Frisco Partners | Partner | 2017–present | Private investment role |
Board Governance
- Committee assignments: Compensation Committee member; Nominating/Corporate Governance Committee member .
- Committee chairs: Compensation (Chair: Anne C. MacMillan), Audit (Chair: David S. Harris), Nominating/Corporate Governance (Chair: Mervyn L. Alphonso); Elcan is not a chair .
- Independence: The Board determined Elcan is independent under NYSE 303A.02 .
- Attendance: The Board held six meetings in fiscal year ended Jan 31, 2025; all serving directors attended the prior annual meeting; each director attended 100% of Board and committee meetings other than one director (>80%) .
- Executive sessions: Non-management directors meet in executive session after Audit and Board meetings, presided over by the independent Lead Director (David S. Harris) .
Fixed Compensation
| Component (Director) | Fiscal 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $70,000 | Standard non-employee director retainer |
| Committee membership retainer | $5,000 | Paid if serving on one or more committees |
| Cash fees earned (Elcan) | $75,000 | Base + committee retainer |
| Annual restricted stock grant | $50,000 | Time-based RS; vests one-third annually over 3 years |
| Total (Elcan) | $125,000 | Cash + RS value |
Performance Compensation
| Award Type | Grant Basis | Number/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual restricted stock (Director) | Fixed $50,000 grant | $50,000 | One-third annually over 3 years | None disclosed for directors; grants are time-based |
No stock options or performance share units were disclosed for non-employee directors; director equity is time-based restricted stock .
Other Directorships & Interlocks
| Company | Role | Status | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed for Elcan . |
Expertise & Qualifications
- Extensive healthcare real estate and operations experience (HCP, MedCap, China Healthcare) .
- Entrepreneurial founder across healthcare platforms; private investment partner (Frisco Partners) .
- Board skill matrix indicates financial/accounting literacy and entrepreneurial experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Unvested Restricted Stock | Notes |
|---|---|---|---|---|
| Charles A. Elcan (as of Apr 15, 2025) | 56,338 | ≤1% | 2,636 | Beneficial ownership per proxy table |
- Insider trading policy: Directors and executive officers are prohibited from pledging company securities and from hedging transactions (puts, calls, derivatives) .
- Annual director equity: $50,000 restricted stock grant, time-based vesting .
Insider Trades
| Date | Transaction Code | Shares | Price | Beneficial Ownership After | Explanation |
|---|---|---|---|---|---|
| 06/16/2025 | A (grant) | 1,048 | $0.00 | 57,386 | Annual restricted stock grant; vests one-third annually; signed by Edward M. Kress as attorney-in-fact for Elcan |
Governance Assessment
- Independence and committee roles: Elcan is independent and sits on Compensation and Nominating/Corporate Governance, positioning him to influence pay design and board refreshment; both committees met twice in fiscal 2024, indicating a manageable cadence but with meaningful oversight responsibilities .
- Alignment and ownership: Elcan’s annual equity grant and ongoing beneficial ownership support skin-in-the-game, with hedging/pledging prohibited—reducing misalignment risk .
- Attendance and engagement: Board-wide attendance was strong, with only one director below 100% (>80%), and full attendance at the annual meeting; while individual attendance is not broken out, overall engagement signals effective oversight .
- Conflicts/related parties: No related-party transactions were disclosed for Elcan. The proxy discloses board-level related party arrangements (legal services with a firm where director Kress is a partner; consulting with Mercury Public Affairs where director Bustos is a partner) that were approved by disinterested directors, underscoring the need for vigilant committee oversight; these do not implicate Elcan directly .
- RED FLAGS: None specific to Elcan identified. No pledging or hedging permitted; no disclosed loans, option repricing, or related-party dealings involving Elcan. Note broader board-related party engagements (Kress, Bustos) require ongoing monitoring by independent committees .