Joseph DeAngelo
About Joseph J. DeAngelo
Independent Class II director of RHLD appointed in February 2025, age 63, with prior CEO and operating experience in distribution and retail and current public company board service. He chairs RHLD’s Audit Committee and sits on the Nominating & Corporate Governance Committee; the Board has affirmatively determined he is independent under Nasdaq standards . His background includes leadership at HD Supply (CEO/Chair), an operating role at The Home Depot (EVP/COO), and current directorships at Vertiv and CompoSecure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HD Supply Holdings, Inc. | President & Chief Executive Officer; Chairman of the Board | CEO beginning Mar 2015; previously CEO since Jan 2005; board member since Aug 2007; service in those positions continued until HDS was acquired by The Home Depot in 2020 | Led one of North America’s largest industrial distributors; exit via acquisition by The Home Depot in 2020 |
| The Home Depot | Executive Vice President & Chief Operating Officer | 2007 | Senior operating leadership at large-cap retailer |
| HD Supply Holdings, Inc. | Executive Vice President | 2005–2006 | Senior executive role prior to CEO service |
External Roles
| Company | Role | Since | Committees/Notes |
|---|---|---|---|
| Vertiv Holdings Co (NYSE: VRT) | Director | Oct 2022 | RHLD Executive Chairman David M. Cote is also Executive Chairman of Vertiv (board interlock) |
| CompoSecure (Nasdaq: CMPO) | Director; Audit Committee Chair; Nominating & Corporate Governance Committee member | Sep 17, 2024 | Cross-board service with RHLD; CMPO board adviser arrangement with another RHLD director creates related independence considerations at RHLD (see Audit Committee section) |
Board Governance
- Classification and tenure: RHLD has a classified board; DeAngelo is a Class II director with term expiring at the 2026 annual meeting .
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee member .
- Independence: Board determined DeAngelo is independent under Nasdaq standards .
- Audit Committee composition and independence: Members are DeAngelo (Chair, independent), Brian Hughes (independent; “audit committee financial expert”), and Roger Fradin (not independent under Nasdaq due to a Board Adviser Agreement with CompoSecure; seated under the Nasdaq 5605(c)(2)(B) limited exception for up to two years) .
- Attendance/engagement: No board or committee meetings occurred in FY2024 as the RHLD board was constituted at the February 28, 2025 spin-off; attendance rates for FY2025 will be reported in the 2026 proxy .
- Controlled company: RHLD is a “controlled company” under Nasdaq rules (Tungsten 2024 LLC and affiliates held ~50.5% voting power at record date), and relies on certain governance exemptions (e.g., committees not fully independent) .
- Executive sessions and governance practices: The Board holds executive sessions and has adopted Corporate Governance Guidelines covering conflicts and director independence .
Fixed Compensation
- Cash retainers/fees: RHLD had no non-employee directors in FY2024, so no director compensation was paid in 2024; the company indicates tabular director compensation for FY2025 will be included in the 2026 proxy .
- Reimbursement: Non-employee directors are reimbursed for out-of-pocket travel expenses for Board/committee meetings .
Performance Compensation
| Element | Grant Date | Amount/Structure | Vesting | Exercise/Terms |
|---|---|---|---|---|
| Initial stock option award (per Director Compensation Policy) | Feb 28, 2025 (Distribution Date) | Grant-date value $50,000 in options | Vests in equal annual installments over 4 years starting on first anniversary of grant | Part of aggregate “these Option awards” covering 2,064 RHLD shares per director at $46.82 exercise price |
| Prorated annual stock option award (2025) | Feb 28, 2025 (prorated through 2025 annual meeting) | Grant-date value $100,000 prorated in options | Same vesting as above | Combined with the initial award, options in respect of 2,064 shares at $46.82 exercise price |
- Notes on pay design: Director compensation at RHLD is equity-heavy (stock options) with four-year time-based vesting; performance metrics are not disclosed for director equity and do not appear to apply to these time-based option awards .
- Clawback: RHLD adopted a Dodd-Frank/Nasdaq-compliant incentive compensation clawback policy effective Feb 28, 2025 (primarily applicable to executive officers) .
Other Directorships & Interlocks
| Entity | Overlap/Interlock | Governance relevance |
|---|---|---|
| Vertiv Holdings Co | DeAngelo is a director; RHLD Executive Chairman David M. Cote is Vertiv’s Executive Chairman | Board-level interlock may enhance information flow but warrants monitoring for overboarding/conflict if RHLD/CMPO engage with Vertiv or related parties |
| CompoSecure (CMPO) | DeAngelo is Audit Chair at CMPO; multiple RHLD directors also serve on CMPO’s board | RHLD manages CMPO’s subsidiary under a Management Agreement; related-party oversight resides with RHLD’s Audit Committee (chaired by DeAngelo) |
Expertise & Qualifications
- Skills highlighted in RHLD’s Board Skills Matrix for DeAngelo include financial literacy/finance expertise, accounting/audit/capital allocation, risk management, corporate governance, M&A, executive leadership (C‑level), compliance/ethics, manufacturing/quality, and public company CEO experience, among others .
- RHLD’s Audit Committee report underscores DeAngelo’s role overseeing financial reporting, audit independence, internal controls, and risk oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Joseph J. DeAngelo | 0 | — | No beneficial ownership reported as of Apr 14, 2025; beneficial ownership includes securities exercisable within 60 days |
| Unvested RHLD options (granted Feb 28, 2025) | 2,064 underlying shares | N/A | Time-based vesting; first tranche vests on first anniversary; exercise price $46.82 |
- Hedging/pledging: RHLD’s Insider Trading Policy prohibits hedging, short sales, and similar instruments; no specific pledging disclosure for DeAngelo was provided .
- Ownership guidelines: The Compensation Committee Charter responsibilities include overseeing stock ownership guidelines; specific director ownership multiples were not disclosed .
Governance Assessment
-
Strengths
- Independent director with deep audit and CEO experience; chairs RHLD’s Audit Committee and serves on Nominating & Corporate Governance, aligning with board needs post spin-off .
- Equity-heavy director compensation (options vesting over four years) supports longer-term alignment; presence of a clawback policy and a no-hedging policy are positive governance controls .
- Audit Committee includes an SEC-defined “financial expert” (Hughes) and maintains robust chartered responsibilities including related-party review and cybersecurity oversight .
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Watch items / potential red flags
- Controlled company reliance on Nasdaq exemptions; Audit Committee includes one non-independent member admitted under the “exceptional and limited circumstances” provision for up to two years—this places added importance on DeAngelo’s chair oversight and the committee’s rigor .
- Cross-board ties to CompoSecure (where DeAngelo is Audit Chair) while RHLD manages CompoSecure’s subsidiary via a fee-bearing Management Agreement—related-party structures are disclosed but require vigilant conflict oversight by RHLD’s Audit Committee .
- Alignment: No beneficial ownership reported as of the record date; although option grants were awarded in connection with the spin-off, the absence of share ownership (and unvested options) may limit “skin in the game” near term .
- Attendance data: No FY2024 attendance disclosure due to timing; FY2025 attendance will be important to evaluate in the 2026 proxy .
-
Shareholder votes and engagement signals
- 2025 Annual Meeting: Only director elections and auditor ratification were on the ballot; all nominees elected and the auditor ratified—no Say-on-Pay proposal in 2025 .
Overall, DeAngelo brings strong audit and operating credentials and chairs a pivotal committee amid a complex, controlled-company structure with related-party dynamics. Sustained independence in judgment, rigorous related-party oversight, and building personal ownership over time would strengthen investor confidence.