Marco von Maltzan
About Marco von Maltzan
Independent director at Resources Connection, Inc. (RGP) since July 2018; age 70. Career spans 40+ years in international operations and industrials, with CEO/CFO roles and extensive supervisory board experience in Europe. Education: Master’s in Mechanical Engineering (RWTH Aachen University) and MBA (INSEAD, Fontainebleau). Current RGP term expires at the 2026 annual meeting; he is deemed independent under Nasdaq rules. Core credentials include automotive/industrial leadership, transformation, and audit committee experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BMW Group (BMW Motorrad) | CEO, BMW’s motorcycle division | 1999–2002 | Led global operations in automotive segment |
| BERU AG | CEO and CFO | 2003–2007 | Led to sale to BorgWarner, Inc. |
| Profine Group | Chief Executive Officer | 2008–2011 | Operations leadership, window systems manufacturing |
| Roland Berger | Consultant (start of career) | Began 1983 | Top management consulting foundation |
| taskforce — Management on Demand AG | Chair, Supervisory Board | (served; dates not specified) | Board leadership |
| Greiffenberger AG | Chair, Supervisory Board | 2016–June 2021 | Industrial holding oversight |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| hGears AG | Chair, Supervisory Board | Since 2025 | Automotive supplier; board leadership |
| UKM Holding GmbH | Chair, Advisory Board | Since 2025 | Automotive supplier; advisory leadership |
| Pfeifer & Langen Industrie- und Handels-KG | Deputy Chair, Shareholder Committee; Audit Committee Member | Since 2015 | Food conglomerate; audit oversight |
| WKW Automotive AG | Chair, Supervisory Board | 2022–2025 | Automotive supplier |
| Walter Klein GmbH & Co. KG | Chair, Advisory Board | 2022–2025 | Automotive supplier |
| IFA Holding GmbH | Advisory Board Member | 2018–Jan 2023 | Automotive supplier |
No U.S. public company directorships for Mr. von Maltzan are disclosed in RGP’s proxy; roles shown are European/privately-held or non-U.S. public entities.
Board Governance
- Committees (RGP): Audit Committee; Corporate Governance & Nominating Committee. Not a committee chair at RGP.
- Financial expert: All Audit Committee members (including Mr. von Maltzan) qualify as “financial experts” under Item 407 of Regulation S-K.
- Independence: Board determined all directors other than the CEO are independent under Nasdaq rules; Mr. von Maltzan is independent.
- Attendance: In fiscal 2025 the Board met 7 times; Audit 8; Compensation 6; Governance 4; all then-directors attended at least 75% of Board/committee meetings.
- Tenure/term: Director since July 2018; current RGP term runs through the 2026 annual meeting.
Fixed Compensation
Director fee structure (fiscal 2025 policy):
- Annual Board retainer: $50,000; Audit Committee member: +$5,000; Corporate Governance & Nominating member: +$2,500; chair retainers higher (Audit Chair $35,000; Comp Chair $15,000; Governance Chair $10,000); Chair of the Board $250,000; Lead Independent Director $30,000.
Actual cash fees earned:
| Fiscal Year | Fees Earned ($) |
|---|---|
| 2024 | 55,000 |
| 2025 | 58,586 |
Notes:
- Variance aligns with committee memberships and potential proration.
Performance Compensation
Annual director equity is time-based (no performance metrics); grants vest in equal annual installments over four years. Directors may defer equity into RSUs under the Directors Deferred Compensation Plan; dividend equivalents accrue. Director awards fully vest upon a change in control.
Key equity awards and terms:
| Grant | Shares/Units | Grant-Date Price | Fair Value | Vesting | Deferral |
|---|---|---|---|---|---|
| Jan 2, 2024 annual grant | 7,153 | $13.98 | $99,999 | 4 equal annual installments | Eligible; directors could defer (Mr. von Maltzan elected to defer for 2024 plan year) |
| Jan 2, 2025 annual grant | 11,467 | $8.72 | $99,992 | 4 equal annual installments | Elected to defer (2025 calendar year) |
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict with RGP |
|---|---|---|
| hGears AG; UKM Holding GmbH; Pfeifer & Langen; WKW Automotive; Walter Klein; IFA Holding | European industrial/automotive and food conglomerate boards | RGP disclosed no related-party transactions involving Mr. von Maltzan; Audit Committee pre-approves related-party transactions; only disclosed related-party item involved the CEO’s family member and a third-party advisor. |
Expertise & Qualifications
- Global operational leadership in automotive/industrial sectors; CEO/CFO experience (BERU AG, Profine; BMW Motorrad).
- Audit and governance credentials (audit committee member at Pfeifer & Langen; RGP Audit Committee financial expert).
- Education: M.Eng. (RWTH Aachen) and MBA (INSEAD).
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (8/20/2025) | 2,000 RGP shares; “<1%” of outstanding. |
| Unvested restricted stock/RSUs (5/31/2025) | 20,913 unvested shares/units outstanding. |
| Deferred stock units | 62,802 deferred stock units (cash-settled at end of service; excluded from beneficial ownership). |
| Ownership guidelines | Directors must hold 3x annual cash retainer ($150,000) within 5 years; as of the 2024 measurement date, Mr. von Maltzan’s Qualifying Shares = 49,172 (valued at $548,760), indicating compliance; as of FY2025 measurement, all directors meet or have time remaining. |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors. |
Insider Trades
| Date | Filing | Description | Notes |
|---|---|---|---|
| Apr 3, 2025 | Form 4 (late) | Reported dividend equivalent shares accrued on previously awarded phantom shares per the Directors Deferred Compensation Plan | Identified by the Company as a late Section 16(a) filing for Mr. von Maltzan (and two others) for FY2025. |
Governance Assessment
- Positives: Independent director and Audit Committee financial expert; consistently strong attendance; ownership significantly above guideline (alignment); hedging/pledging prohibited; equity awards time-vest and align with shareholders.
- Watch items/RED FLAGS: Multiple simultaneous European board chair roles could raise time-commitment/overboarding considerations for investors; single-trigger full vesting of director equity upon change in control; one late Form 4 in FY2025 (administrative/timeliness issue).
Director Compensation (Summary)
| Component | FY2024 | FY2025 |
|---|---|---|
| Cash fees | $55,000 | $58,586 |
| Equity grant fair value | $99,999 (7,153 sh @ $13.98) | $99,992 (11,467 sh @ $8.72) |
| Total | $154,999 | $158,578 |
| Vesting | 4 years (equal installments) | 4 years (equal installments) |
| Deferral election | Elected for 2024 plan year | Elected for 2025 calendar year |
Committee Assignments
| Committee | Role |
|---|---|
| Audit Committee | Member; qualifies as “financial expert” per SEC Item 407 definition (as do all members). |
| Corporate Governance & Nominating Committee | Member. |
Related-Party Exposure
- RGP’s Audit Committee reviews and approves related-party transactions; FY2025 disclosure shows one transaction involving the CEO’s family member and an outside advisor; no related-party transactions disclosed involving Mr. von Maltzan.