John Cote
About John D. Cote
John D. Cote (age 43) serves on RHLD’s Board (Class I) since the February 28, 2025 spin-off; he is a member of the Nominating & Corporate Governance Committee and is not independent due to being the son of Executive Chairman David M. Cote . He is Managing Partner and founder of SRM Equity Partners (since Oct-2013), a former CEO of Industrial Inspection & Analysis (2015–2019; Chairman since 2015), and previously worked in investment banking at J.P. Morgan (2005–2011) . He was elected at RHLD’s 2025 Annual Meeting on May 28, 2025 (For: 6,304,078; Withheld: 730,872; Broker non-votes: 1,050,791) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Industrial Inspection & Analysis, Inc. | Chief Executive Officer; Chairman | CEO: Sep 2015–Sep 2019; Chairman since Sep 2015 | Led inspection/testing business; ongoing chair role |
| J.P. Morgan Chase & Co. (Natural Resources Coverage) | Investment banking; Corporate Client Banking strategy team | 2005–2011 | Worked on equity, debt, and M&A transactions |
| SRM Equity Partners, LLC | Managing Partner, Founder | Since Oct 2013 | Private equity leadership |
External Roles
| Company | Role | Since/Through | Committees/Notes |
|---|---|---|---|
| CompoSecure, Inc. (Nasdaq: CMPO) | Director | Since Sep 17, 2024 | Chair, Nominating & Corporate Governance Committee |
Board Governance
| Attribute | Detail |
|---|---|
| RHLD Board class/term | Class I; elected at 2025 Annual Meeting; term through 2028 annual meeting |
| Independence | Not independent (family relationship to Executive Chairman David M. Cote) |
| Committee assignments (RHLD) | Nominating & Corporate Governance Committee (member) |
| Attendance | No FY2024 board/committee meetings (Board constituted at spin-off); 2025 attendance not disclosed |
| Controlled company status | RHLD is a Nasdaq “controlled company”; uses certain committee independence exemptions |
| Executive sessions | Board holds executive sessions throughout the year |
Fixed Compensation
| Component | Policy period | Amount/Terms |
|---|---|---|
| Annual cash retainer (Non-employee directors) | As disclosed July 12, 2025 | $50,000 annual retainer (applies to new appointees; disclosed under Second Amended & Restated Director Compensation Policy) |
| Annual cash retainer (Initial policy at spin-off) | Effective Feb 28, 2025 | Not disclosed as a cash retainer in initial proxy; director compensation initially equity-only options |
Performance Compensation
| Award | Grant date | Shares / Strike | Grant-date fair value | Vesting | Term |
|---|---|---|---|---|---|
| Initial Option + Prorated Annual Option (spin-off awards) | Feb 28, 2025 | Total 2,064 options; Exercise price $46.82 | Initial $50,000 fair value plus prorated annual per policy | Vest in equal annual installments over 4 years | 10-year term |
| Policy for ongoing Annual Options (initial policy) | Annual (at annual meeting) | N/A | $100,000 annual grant-date fair value | Vest in equal annual installments over 4 years | N/A |
| Policy for new appointees (amended mid-2025) | Jul 12, 2025 appointments | N/A | $200,000 sign-on options; $250,000 annual options (prorated in year of appointment) | Vest over 4 years starting from service commencement | N/A |
Note: Director equity consists of stock options; no performance metrics (TSR, EBITDA, etc.) are specified for director compensation. A company-wide Compensation Recoupment (clawback) Policy applies to executives per Nasdaq Rule 5608; directors’ option awards are not performance-metric based .
Other Directorships & Interlocks
| Entity | Nature of Interlock | Governance risk note |
|---|---|---|
| CompoSecure, Inc. (CMPO) | John Cote serves as CMPO director and chairs its Nominating & Governance Committee while serving on RHLD’s Nominating & Governance Committee; RHLD manages CompoSecure under a Management Agreement | Overlapping oversight roles between RHLD (manager) and CMPO (managed company) can present perceived conflicts in nominations and governance alignment |
Expertise & Qualifications
| Skill/Experience | Evidence for John D. Cote |
|---|---|
| Financial literacy/finance expertise | Yes |
| Banking/Financial Services/FinTech | Yes |
| Business development/strategy | Yes |
| Executive leadership (C-level) | Yes |
| Human capital management/HR | Yes |
| Leadership/organization | Yes |
| Mergers & acquisitions | Yes |
| Manufacturing/quality | Yes |
| Public company board experience | Yes |
| Public company experience (general) | Yes |
Equity Ownership
| Holder/Capacity | Shares beneficially owned | % of class / voting power | Notes |
|---|---|---|---|
| Resolute ManCo Holdings LLC | 4,107,534 | Included in John D. Cote’s beneficial ownership | Tungsten 2024 LLC is managing member; John Cote may be deemed to share beneficial ownership |
| Tungsten 2024 LLC | 73,330 | Included in John D. Cote’s beneficial ownership | John Cote is manager of Tungsten 2024 LLC |
| Ridge Valley LLC | 125,000 | Included in John D. Cote’s beneficial ownership | John D. Cote serves as manager; deemed to share beneficial ownership |
| Total – John D. Cote | 4,305,864 | 50.5% | As of April 14, 2025; address c/o RHLD |
No disclosures found on share pledging/hedging or director-specific stock ownership guidelines; Compensation Committee oversees stock ownership guidelines generally, but specific multiples/requirements are not disclosed in the proxy .
Insider Trades and Grants
| Date | Transaction | Security | Key terms |
|---|---|---|---|
| Feb 28, 2025 | Director option grants (initial + prorated annual) | Options on RHLD common stock | Aggregate 2,064 options; exercise price $46.82; vest 25% annually over 4 years; 10-year term |
Note: Multiple Forms 3 were filed around the spin-off (February–March 2025), but grant and beneficial ownership details are summarized above from the proxy and 10-K .
Related-Party and Conflict Exposures
| Counterparty | Nature | Economics | Governance impact |
|---|---|---|---|
| SRM Equity Partners, LLC (managing member: John Cote) | Services agreement for executive administration and office space for David Cote | Approximately $362,000 for FY2025; RHLD recognized expense of $87,000 (Q1), $93,000 (Q2), and $85,000 (Q3), totaling $265,000 YTD through Q3 2025 | Direct related-party transactions involving an entity managed by John Cote; reviewed under related person transaction policy (Audit Committee) |
| Controlled company structure | Tungsten 2024 LLC and affiliates control ~50.5% voting power | Control influences director elections and committee independence exemptions | Concentrated control can heighten governance risk; mitigants include committee oversight and recusal protocols |
Say-on-Pay & Shareholder Feedback
| Item | Result (May 28, 2025 Annual Meeting) |
|---|---|
| Election of Class I Director – John D. Cote | For: 6,304,078; Withheld: 730,872; Broker non-votes: 1,050,791 |
| Auditor ratification (Grant Thornton LLP) | For: 7,967,157; Against: 117,020; Abstain: 1,564 |
Note: No say-on-pay proposal in 2025 proxy; RHLD is an emerging growth company and recently spun off .
Governance Assessment
- Independence and interlocks: John Cote is not independent (family relationship) and holds significant beneficial ownership through entities he manages; he simultaneously serves on CMPO’s board (which RHLD manages), chairing CMPO’s Nominating & Governance Committee—this dual role creates perceived conflicts in governance oversight across manager/managed entities .
- Related-party exposure: The SRM Equity Partners agreement (approx. $362k annual) where John Cote is the managing member is a clear related-party transaction; RHLD recognized $87k (Q1), $93k (Q2), and $85k (Q3; $265k YTD) of expense—this warrants strict Audit Committee oversight and robust disclosure controls .
- Compensation structure and alignment: Director pay is equity-heavy (options with 4-year vest) supporting alignment; however, mid-2025 policy updates increased equity grant values and introduced/confirmed a $50k cash retainer for new appointees, indicating an upward reset in director compensation levels within months of the spin-off .
- Board effectiveness: John’s skills profile emphasizes finance, M&A, leadership, and manufacturing—suited to RHLD’s operating model—yet committee placement is limited to Nominating & Governance; independence constraints limit eligibility for key financial oversight roles (Audit Chair) .
- RED FLAGS
- Non-independence and family relationship with Executive Chairman David Cote .
- Related-party transactions via SRM (managed by John Cote) with recurring payments .
- Manager/managed company board overlap (RHLD/CMPO) with John chairing CMPO’s nominating committee .
- Controlled company reliance on independence exemptions .
Overall implication for investors: While ownership and option-based pay align incentives, concentrated control, family ties, and related-party agreements increase governance risk. Monitoring Audit Committee review of related-party transactions, transparency on director compensation changes, and clear recusals on interlocked matters (especially CMPO-related) are key to preserving investor confidence .