Jane Thompson
About Jane Thompson
Jane J. Thompson, age 73, is an independent Class I director of RHLD, serving since the February 28, 2025 Spin-Off, and sits on the Nominating and Corporate Governance Committee. She is the founder and CEO of Jane J. Thompson Financial Services LLC (est. 2011), previously served as President of Walmart Financial Services (2002–2011), led Sears Credit, Sears Home Services, and Sears Online at Sears, and was a partner at McKinsey & Company. She holds an MBA from Harvard Business School and a BBA in Marketing from the University of Cincinnati.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jane J. Thompson Financial Services LLC | Founder & CEO | Since 2011 | Management consulting in fintech/financial services/payments |
| Walmart Financial Services | President | May 2002 – June 2011 | Built money services, products, solutions for Walmart customers |
| Sears, Roebuck & Company | Leader, Sears Credit; Sears Home Services; Sears Online | Not disclosed | Led credit, services, and online groups |
| McKinsey & Company | Partner | Not disclosed | Advised consumer companies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CompoSecure, Inc. (Nasdaq: CMPO) | Director | Since Dec 27, 2021 | Member, Compensation Committee |
| Navient Corporation (Nasdaq: NAVI) | Director | Current | Not disclosed |
| Katapult Holdings, Inc. (Nasdaq: KPLT) | Director | Current | Not disclosed |
Board Governance
| Item | Detail |
|---|---|
| Board classification | Classified board: Class I (Thompson) term to 2028, Class II to 2026, Class III to 2027 |
| Independence | Board determined Thompson is independent per Nasdaq standards |
| Committee assignments | Nominating & Corporate Governance Committee: Member; no Audit or Compensation committee roles |
| Committee chairs | Thompson is not a chair; committee chairs: Audit (DeAngelo), Compensation (Fradin), Nominating (James) |
| Attendance | No Board/committee meetings in FY2024 due to board not being constituted until after year-end; directors expected to attend all meetings |
| Executive sessions | Board and committees hold executive sessions throughout the year |
| Shareholder vote (2025) | Re-elected as Class I director: For 6,649,493; Withheld 385,457; Broker non-votes 1,050,791 (May 28, 2025) |
| Controlled company context | RHLD is a “controlled company”; Tungsten 2024 LLC and affiliates held ~50.5% voting power at record date; governance exemptions available; committees not fully independent by design |
Fixed Compensation
| Component | Amount | Eligibility/Notes | Effective Date | Payment Timing |
|---|---|---|---|---|
| Annual Board Cash Retainer | $50,000 | Not paid to “Dual-Hatted Directors” who also serve on public parent boards of managed entities (e.g., CompoSecure); thus Thompson (CMPO director) does not receive this retainer | Second Amended and Restated policy effective July 12, 2025 | Paid quarterly in arrears |
| Travel reimbursement | Actual expenses | Reimbursed for out-of-pocket travel for Board/committee meetings | Feb 28, 2025 (Distribution Date) | As incurred |
Performance Compensation
| Award Type | Grant Date/Period | Grant Date Fair Value | Shares/Strike | Vesting | Change-of-Control |
|---|---|---|---|---|---|
| Initial Option Award (post-Spin-Off) | Feb 28, 2025 (Distribution Date) | $50,000 (original policy) | 2,064 options at $46.82 exercise price (for each non-employee director) | Equal annual installments over 4 years | Not disclosed in DEF 14A section |
| Prorated Annual Option Award (post-Spin-Off) | Feb 28, 2025 to Annual Meeting | Pro-rated portion of $100,000 (original annual policy) | Included in the 2,064 options noted above for initial/prorated awards | Equal annual installments over 4 years | Not disclosed in DEF 14A section |
| Initial Option Award (amended policy) | On appointment to Board | $200,000 (non-dual-hatted); $50,000 (dual-hatted) | Shares determined by Administrator; strike per Plan | Equal annual installments over 4 years from grant | All unvested Initial/Annual Option Awards vest at Change of Control |
| Annual Option Award (amended policy) | Each Annual Meeting | $250,000 (non-dual-hatted); $100,000 (dual-hatted) | Shares determined by Administrator; strike per Plan | Equal annual installments over 4 years from grant | All unvested Initial/Annual Option Awards vest at Change of Control |
Performance metrics table (director awards):
| Metric | Applies to Thompson’s director compensation | Notes |
|---|---|---|
| Revenue growth, EBITDA, TSR, ESG goals, etc. | No | Director options are time-vested; no performance metrics disclosed for director awards |
Clawback policy applies to “incentive-based compensation” for executive officers and is compliant with SEC/Nasdaq clawback rules as of Feb 28, 2025; no director-specific clawback beyond standard Plan/Policy terms disclosed.
Other Directorships & Interlocks
| Company | Relationship to RHLD | Thompson’s Role | Interlock/Notes |
|---|---|---|---|
| CompoSecure, Inc. (CMPO) | RHLD provides operating management services to CompoSecure Holdings (wholly owned subsidiary of CompoSecure) | Director; Compensation Committee member | Dual-hatted status at CMPO; RHLD policy weights director compensation toward CompoSecure service and reduces certain RHLD director compensation (cash retainer excluded; lower equity for dual-hatted) |
| Navient (NAVI) | No direct RHLD relationship disclosed | Director | N/A |
| Katapult (KPLT) | No direct RHLD relationship disclosed | Director | N/A |
Expertise & Qualifications
- Finance and banking/fintech expertise; corporate governance; compensation/talent oversight; executive leadership; M&A; payments industry; ecommerce/digital; marketing & sales; broad public company experience (per Board skills matrix).
- MBA (Harvard Business School); BBA in Marketing (University of Cincinnati).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | As-of Date | Shares Outstanding Reference |
|---|---|---|---|---|
| Jane J. Thompson | 8,123 | <1% | April 14, 2025 | 8,525,998 shares outstanding |
No pledging or hedging by Thompson is disclosed in the proxy; beneficial ownership includes securities exercisable within 60 days per SEC rules.
Governance Assessment
- Strengths: Independent status; re-elected with strong support (6.65M for vs. 0.39M withheld); deep fintech/financial services background; sits on Nominating & Corporate Governance Committee, aligning skills with governance oversight.
- Alignment: Director pay is predominantly equity via time-vested options; no performance metrics, but multi-year vesting supports retention; travel only reimbursed; holds 8,123 shares (<1%), providing some skin-in-the-game.
- Contextual risks: RHLD is a controlled company (~50.5% voting power), with governance exemptions (e.g., not fully independent Compensation and Nominating committees); Thompson is dual-hatted at CompoSecure while RHLD manages CompoSecure’s operations, creating potential perceived conflicts and information flow interlocks.
- Compensation policy changes: July 2025 policy added cash retainer but excludes dual-hatted directors (like Thompson); increased option grant values, potentially inflating director compensation levels without performance conditions—a watch item for pay governance at RHLD.
RED FLAGS
- Controlled company governance exemptions; not all committee members are independent (Compensation and Nominating), increasing influence of insiders over governance processes.
- Dual-hatted structure with CompoSecure where RHLD provides management services and Thompson serves on CompoSecure’s Compensation Committee; potential conflict risks in oversight and incentives across entities.
Signals to monitor
- Future disclosure of director meeting attendance and engagement in the 2026 proxy.
- Evolution of director pay mix and any introduction of performance conditions for equity awards.
- Any related party transactions between RHLD, CompoSecure, and directors, and Audit Committee oversight outcomes.