Mervyn Alphonso
About Mervyn L. Alphonso
Mervyn L. Alphonso, 84, has served as a director of REX American Resources since 2007. He retired as Vice President for Administration and Chief Financial Officer of Central State University in 2007 and has over 30 years of banking experience, including President, Dayton District, KeyBank National Association (1994–2000). He is designated an Audit Committee financial expert by the Board and is an independent director under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Central State University | VP Administration & CFO | Until 2007 | Financial management leadership |
| KeyBank National Association (Dayton District) | President | 1994–2000 | Regional banking leadership |
| KeyBank of New York, N.A. | Various management roles | Not disclosed | Banking operations |
| Crocker National Bank | Management roles | Not disclosed | Banking operations |
| Bankers Trust Company | Management roles | Not disclosed | Banking operations |
| Peace Corps | Volunteer | 2001–2003 | Public service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed in proxy biography . |
Board Governance
- Independence: Determined independent under NYSE Section 303A.02; has no relationships with the Company other than as a director .
- Committee assignments:
- Audit Committee: Member; Board determined Alphonso is an audit committee financial expert; Audit Committee met 5 times in fiscal 2024 .
- Nominating/Corporate Governance Committee: Chair; Committee met 2 times in fiscal 2024 .
- Board leadership: David S. Harris is Lead Director; executive sessions of independent directors occur after Audit Committee and Board meetings with Lead Director presiding .
- Board activity and attendance: Board held 6 meetings in fiscal 2024; all serving directors attended last year’s Annual Meeting; each director attended 100% of Board/committee meetings except one director who attended more than 80% (individual not named) .
Fixed Compensation
| Component (Fiscal 2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $85,000 | Comprised of $70,000 annual director retainer, $5,000 committee service retainer, and $10,000 chair retainer for Nominating/Corporate Governance Committee . |
| Annual Director Equity Grant (Restricted Stock) | $50,000 | Standard non-employee director grant; vests one-third annually over three years . |
Director compensation arrangements:
- Cash: $70,000 base retainer; $5,000 annual retainer if serving on one or more committees; Audit Chair +$20,000; Compensation and Nominating Chairs +$10,000 each .
- Equity: $50,000 restricted stock each year (three-year, one-third annual vesting); Lead Director receives an additional $25,000 restricted stock grant (not applicable to Alphonso) .
Performance Compensation
- Equity vesting: Non-employee director restricted stock vests one-third annually over three years .
- Performance metrics: None disclosed for director equity awards; grants are time-based, not performance-based .
| Performance Metric | Target | Measurement | Outcome |
|---|---|---|---|
| Not applicable (director equity is time-based) | — | — | — |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | Not disclosed |
| Interlocks/transactions | No related-party transactions disclosed for Alphonso; Board-level related-party items include: fees paid to Dinsmore & Shohl LLP (Director Kress is a partner) and consulting agreement with Mercury Public Affairs (Director Bustos is a partner); both approved by disinterested directors . |
Expertise & Qualifications
- Audit and finance: Audit Committee financial expert; financially literate per NYSE standards .
- Executive experience: CFO of Central State University; extensive banking leadership (30+ years) .
- Governance: Chair of Nominating/Corporate Governance Committee; independence confirmed .
- Policy: Company has robust Insider Trading Policy; hedging and pledging prohibited for directors .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 7,558 |
| Unvested restricted stock (shares) | 2,636 |
| Ownership as % of shares outstanding | One percent or less (“*”) |
| Shares outstanding (record date) | 16,615,879 (as of April 15, 2025) |
| Hedging/Pledging | Prohibited for directors |
Notes:
- Beneficial ownership includes unvested restricted stock; unvested shares may be voted but not disposed prior to vesting .
Governance Assessment
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Strengths:
- Independence and financial expertise: Alphonso is independent and designated as an audit committee financial expert, bolstering oversight quality .
- Committee leadership: Chairs Nominating/Corporate Governance, a key committee for board composition and evaluation .
- Engagement: Board met 6 times; Audit 5; Nominating 2; all serving directors attended last Annual Meeting, indicating engagement culture .
- Alignment safeguards: Annual equity grants to directors and prohibition on hedging/pledging support alignment and risk controls .
-
Potential risks and watch items:
- Age and succession planning: At 84, board succession and refreshment planning are relevant considerations for continuity and diversity of perspectives (bios confirm age) .
- Attendance disclosure: Proxy reports one unnamed director below 100% attendance (>80%); while not attributed to Alphonso, ongoing monitoring of individual attendance is prudent .
- Board-related party exposure: Legal services from a director’s firm and consulting engagement with a director’s affiliated firm were approved by disinterested directors—continue monitoring to ensure independence perceptions are maintained .
-
Compensation structure:
- Director pay mix is balanced: fixed cash retainer plus time-based equity; no performance metrics for directors, which is typical but reduces performance linkage. Chair premia appropriately recognize governance responsibilities .
Overall, Alphonso’s independence, audit expertise, and governance leadership support board effectiveness. No direct conflicts or related-party issues are disclosed for Alphonso; policies on hedging/pledging and committee structures further mitigate governance risk .