David Harris
About David S. Harris
David S. Harris, 65, has served on REX’s Board since 2004 and as Lead Director since 2015, with deep finance and public-company governance experience as President of Grant Capital, Inc. since 2002. He previously chaired both the Audit and Compensation Committees and later served as Chairman of the Board at Carrols Restaurant Group, Inc. (2020–2024), and was COO of Seven Oaks Acquisition Corp. (2020–2021), signaling broad operational and capital markets expertise applicable to board oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carrols Restaurant Group, Inc. | Chairman of Audit Committee; Chairman of Compensation Committee; Chairman of the Board | 2012–2024 (Chairman 2020–2024) | Led audit and compensation oversight, then chaired the board |
| Seven Oaks Acquisition Corp. | Chief Operating Officer | 2020–2021 | SPAC operating leadership, transaction execution experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Grant Capital, Inc. | President | 2002–present | Private investment company leadership |
Board Governance
- Independence: Classified by the Board as independent under NYSE Section 303A.02 .
- Lead Independent Director: Holds authority over agendas, schedules, information flow, executive sessions, and shareholder communications; serves as principal liaison between Executive Chairman and independent directors .
- Committee Assignments:
- Audit Committee: Chair (financial expert designation), with Alphonso and MacMillan; all members independent; committee met 5 times in fiscal 2024 .
- Compensation Committee: Member; chaired by MacMillan with Elcan and Fisher; all members independent; met 2 times in fiscal 2024 .
- Board Engagement:
- Executive sessions of non-management directors occur following Audit Committee and Board meetings; presided by the Lead Director .
- Board held 6 meetings in fiscal 2024; all directors attended 100% of meetings and committee meetings except one director (>80%); all serving directors attended last year’s annual meeting .
Fixed Compensation
- Director Pay Structure (policy):
- Annual cash retainer: $70,000; committee membership retainer: $5,000; Audit Chair retainer: $20,000; Compensation/Nominating Chairs: $10,000 .
- Equity: Annual restricted stock grant of $50,000 vesting one-third annually over 3 years; Lead Director receives an additional $25,000 annual restricted stock grant with a three-year vesting period .
- FY2024 Actual – David S. Harris:
- Cash fees: $95,000 (reflecting $70,000 base + $5,000 committee + $20,000 Audit Chair) .
- Stock awards: $75,000 (annual director equity $50,000 + Lead Director grant $25,000) .
- Total: $170,000 .
| Component | FY2024 Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 70,000 | Policy rate |
| Committee membership retainer | 5,000 | Policy rate |
| Audit Chair retainer | 20,000 | Policy rate |
| Equity grant (director) | 50,000 | Restricted stock; 1/3 vesting annually over 3 years |
| Equity grant (Lead Director) | 25,000 | Restricted stock; 3-year vesting |
| Total FY2024 compensation | 170,000 | Sum of cash + equity |
Performance Compensation
Directors are compensated with time-based restricted stock, not performance-linked equity; no TSR/financial metric-based director awards are disclosed.
| Equity Component | Metric Type | Grant Value ($) | Vesting Terms | Performance Metrics |
|---|---|---|---|---|
| Annual director grant | Time-based | 50,000 | Vest 1/3 annually over 3 years | None disclosed |
| Lead Director grant | Time-based | 25,000 | 3-year vesting | None disclosed |
Other Directorships & Interlocks
| Company | Current/Prior | Role(s) | Potential Interlocks/Conflict Notes |
|---|---|---|---|
| Carrols Restaurant Group, Inc. | Prior | Audit Chair; Compensation Chair; Chairman of the Board (2020–2024) | No disclosed related-party transactions with REX; sector unrelated to ethanol |
Expertise & Qualifications
- Financial expert: Board determined Harris is an Audit Committee financial expert; Audit Committee members financially literate .
- Capital markets and corporate finance: Highlighted in biography; extensive public-company committee leadership .
- Governance: Lead Director capabilities across agenda control, information flow, executive sessions, and shareholder communication .
Equity Ownership
| Item | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Total beneficial ownership | 20,773 | 0.125% (20,773 / 16,615,879) | Includes 3,954 unvested restricted shares |
| Unvested restricted stock | 3,954 | — | Outstanding at FYE; subject to vesting |
| Vested shares (derived) | 16,819 | — | Beneficial shares minus unvested (20,773 − 3,954) |
| Pledged or hedged shares | Prohibited | — | Company policy prohibits pledging or hedging by directors/officers |
Governance Assessment
- Strengths:
- Independence, Lead Director role, and Audit Chairmanship provide robust checks and oversight over financial reporting and board processes .
- Recognized as audit committee financial expert; committee met 5 times in fiscal 2024, indicating active oversight .
- Equity alignment through annual restricted stock and additional Lead Director grant; hedging/pledging prohibitions enhance alignment with shareholders .
- Risks/Red Flags:
- No Harris-specific related-party transactions disclosed; broader board RPTs with Kress’s law firm and Bustos’s firm were reviewed/approved by disinterested directors, but do not implicate Harris directly .
- Individual director-specific attendance percentages not disclosed; board-wide disclosure indicates strong attendance with one exception (>80%) .
Net investor signal: Harris’s independence, financial expertise, and dual governance roles (Lead Director, Audit Chair) support board effectiveness and investor confidence; compensation mix is modest with equity alignment and no performance-based director awards, reducing pay-risk concerns .