David Cote
About David M. Cote
David M. Cote (age 72) is Executive Chairman of RHLD, appointed in February 2025 in connection with RHLD’s spin‑off from CompoSecure; he is a Class III director with a term expiring at the 2027 annual meeting . The Board leadership structure is separated (CEO Thomas Knott; Executive Chairman David Cote), with the Board citing benefits to oversight and long‑term planning . RHLD is a “controlled company” under Nasdaq rules (Tungsten 2024 LLC and affiliates held ~50.5% voting power as of the 2025 record date), which impacts independence requirements for committees and director nominations . Performance metrics (TSR, revenue/EBITDA growth) tied to Mr. Cote’s RHLD pay are not disclosed in the latest proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Honeywell | Chairman & CEO; later Executive Chairman | 2002–2017; Exec Chair to Apr 2018 | Led global industrial conglomerate; extensive knowledge of global business and challenges cited by RHLD Board |
| TRW | Chairman, President & CEO; prior President & CEO; prior President & COO | Aug 2001–Feb 2002; Feb–Jul 2001; Nov 1999–Jan 2001 | Led aerospace/information systems/automotive firm through leadership transitions |
| GE Appliances (GE) | SVP, GE; President & CEO, GE Appliances | Jun 1996–Nov 1999 | Led major consumer appliances business unit |
| GSAH I (SPAC) | CEO, President, Secretary & Chairman | Apr 2018–Feb 2020 | Led SPAC through merger with Vertiv in Feb 2020 |
| Vertiv | Executive Chairman | Feb 2020–present | Executive leadership and board oversight post‑de‑SPAC |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| CompoSecure (Nasdaq: CMPO) | Executive Chairman; Co‑Chief Investment Officer (until transfer to RHLD on Feb 28, 2025) | Exec Chair since Sep 17, 2024; Co‑CIO Sep 25, 2024–Feb 28, 2025 | Continues as CompoSecure Executive Chairman after RHLD spin‑off |
| Vertiv (NYSE: VRT) | Executive Chairman | Feb 2020–present | Board leadership role post GSAH I merger |
| Federal Reserve Bank of New York | Director | Mar 2014–Mar 2018 | Public policy/financial oversight experience |
| Juniper Industrial Holdings (SPAC) | Director | Mar 2020–Jun 2021 | Served through SPAC period to merger with Janus International Group |
Fixed Compensation
| Component | 2025 Amount | Notes |
|---|---|---|
| Base Salary | $750,000 | Per A&R Offer Letter; service as RHLD Executive Chairman |
| Target Annual Cash Bonus (% of Salary) | 125% | Target bonus opportunity; actual bonus not disclosed |
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | Performance objectives set by Compensation Committee | Not disclosed | 125% of base salary | Not disclosed | Cash bonus; metrics/goals not disclosed |
| Equity (RHLD) | Omnibus Incentive Plan authorizes awards | N/A | N/A | No executive equity grants disclosed for 2025 to date | Plan adopted Feb 28, 2025; grants governed by plan |
| Equity (CompoSecure) | Options (sign‑on at CompoSecure) | N/A | $6 million grant date value (Oct 1, 2024) | CompoSecure equity; not RHLD | Vests 1/4 annually over 4 years; full acceleration upon certain terminations (without Cause, Good Reason, death/disability) |
Clawback: RHLD adopted a Compensation Recoupment Policy effective Feb 28, 2025, compliant with SEC/Nasdaq clawback rules; no recovery required to date as no incentive compensation had been granted/paid to covered officers when a prior immaterial accounting revision occurred .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| David M. Cote | 1,866 | <1% | Shares owned by spouse; Mr. Cote disclaims beneficial ownership |
| Directors & NEOs (11 persons) | 4,334,985 | 50.8% | Group total including entities; controlled company dynamic |
| Tungsten 2024 LLC (and affiliates) | 4,180,864 | 48.2% | ManCo structure controls vote/disposition; John D. Cote manages Tungsten |
- Hedging policy: RHLD prohibits short sales, options/warrants, and hedging transactions (collars, swaps, exchange funds) for officers/directors and certain others .
- Pledging: No pledging disclosures found in the proxy; ownership guidelines oversight sits with the Compensation Committee, but specific guidelines/requirements are not disclosed .
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Role & Start Date | Executive Chairman; appointed Feb 2025 in connection with Spin‑Off | |
| Contract Type | Amended & Restated Offer Letter (A&R Offer Letter) | |
| Severance | None provided upon involuntary termination | |
| Change‑of‑Control | Not disclosed for RHLD; CompoSecure option award includes full acceleration upon specified terminations | |
| Restrictive Covenants | Indefinite confidentiality covenant; no non‑compete/non‑solicit disclosed for Mr. Cote | |
| Clawback | Mandatory recovery of erroneously awarded incentive‑based compensation under SEC/Nasdaq clawback rules (effective Feb 28, 2025) | |
| Insider Trading/Hedging | Prohibits hedging, short sales, and derivatives trading in company securities |
Board Governance
- Board service: Class III director; term expiring at 2027 annual meeting; Executive Chairman (Board chair separated from CEO) .
- Committee roles: Mr. Cote is not a member of the Audit, Compensation, or Nominating & Corporate Governance committees .
- Independence: Mr. Cote is an executive (not independent). RHLD qualifies for controlled company exemptions; six of ten directors are independent .
- Dual‑role implications: Executive Chairman + father of director John D. Cote; family relationship disclosed by RHLD. Board maintains classified structure for continuity; leadership separation cited as appropriate for oversight .
- Audit Committee exception: One non‑independent director (Roger Fradin) permitted under Nasdaq exceptional circumstances for up to two years, due to CompoSecure advisory arrangement and relevant experience .
- Meeting attendance: No Board or committee meetings in FY2024 because the Board was constituted after the spin‑off; attendance rates for 2025 not yet disclosed .
Director Compensation (for Mr. Cote)
- RHLD/CompoSecure board service: Neither Mr. Cote nor Mr. Knott receive compensation for service on RHLD’s Board or the CompoSecure Board; non‑employee directors at RHLD receive options under the Director Compensation Policy, but this does not apply to Mr. Cote .
Related Party & Interlocks
- Office/admin services: Agreement with SRM Equity Partners (managed by John D. Cote) for executive administration and office space for Mr. David M. Cote (~$362,000 for FY2025) .
- Management Agreement: RHLD manages CompoSecure Holdings’ operations/strategy for a quarterly fee equal to 2.5% of last‑12‑months Adjusted EBITDA; initial term 10 years with automatic renewals; termination fee rights in certain events .
- Controlled company structure and family ties (David and John Cote) centralize influence over RHLD and CompoSecure .
Compensation Structure Analysis
- Increased fixed pay: Base salary $750k with a sizable target bonus (125% of salary) for Executive Chairman; no RHLD equity grants disclosed yet for 2025, which may tilt near‑term pay mix toward cash .
- Performance metrics transparency: The Compensation Committee oversees objectives, but the proxy does not disclose specific performance metrics, weightings, or payout curves for Mr. Cote’s bonus .
- Clawback adoption: Robust, compliant clawback policy in place; no recoveries to date; hedging prohibited—both supportive of alignment and risk mitigation .
- Equity linkages outside RHLD: CompoSecure options granted to Mr. Cote in 2024 with defined vesting and acceleration terms—these are outside RHLD and may influence overall incentive portfolio but are not RHLD equity .
Investment Implications
- Alignment: Mr. Cote’s direct RHLD share ownership is minimal (<1%), with RHLD’s control and major holdings concentrated in entities managed by his son; hedging is prohibited and a clawback is in place, but low personal RHLD equity may limit “skin‑in‑the‑game” optics .
- Governance risk/benefit: Separated CEO/Chair roles favor oversight; however, controlled company status and family ties plus an exceptional non‑independent Audit Committee appointment may warrant a governance discount for some investors .
- Retention/transition: Mr. Cote’s offer letter contains no severance; bonus targets are substantial (125% of salary), but lack of disclosed performance metrics limits visibility into pay‑for‑performance alignment at RHLD .
- Cross‑company influence: Management Agreement with CompoSecure Holdings aligns RHLD economics with CompoSecure performance (fee tied to Adjusted EBITDA), amplifying Mr. Cote’s external board/influence footprint in RHLD’s revenue model .