Roger Fradin
About Roger Fradin
Roger Fradin (age 71) has served on RHLD’s board since the February 28, 2025 spin‑off, and is Chair of the Compensation Committee and a member of the Audit Committee . He previously served as Vice Chairman of Honeywell (2014–2017) and President/CEO of Honeywell’s Automation and Control Solutions segment (2004–2014), and is currently a director at Vertiv (NYSE: VRT) . RHLD’s board classifies him as not independent under Nasdaq rules due to advisory payments from CompoSecure, which RHLD consolidates; he is permitted to serve on the Audit Committee under the “exceptional and limited circumstances” exception for up to two years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Honeywell | Vice Chairman | Apr 2014 – Feb 2017 | Senior leadership and M&A oversight, industrial expertise |
| Honeywell | President & CEO, Automation & Control Solutions | Jan 2004 – Apr 2014 | Led ACS segment operations and strategy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vertiv Holdings Co (NYSE: VRT) | Director | Feb 2020 – Present | Public company board experience; continuity from predecessor SPAC (GSAH) |
| CompoSecure (Nasdaq: CMPO) | Director | Sept 17, 2024 – Feb 28, 2025 | Board service prior to RHLD spin‑off |
| CompoSecure | Board Adviser (via Fradin Consulting LLC) | Feb 28, 2025 – Present | $50,000 annual cash retainer; $150,000 annual option award; creates independence conflict for RHLD Audit Committee |
| The Carlyle Group | Consultant | Ongoing | Industry/transactions advisory |
| Seal Rock Partners | Advisor | Ongoing | Private equity advisory |
Board Governance
- Committees: Chair, Compensation Committee; Member, Audit Committee; not listed on Nominating/Corporate Governance .
- Independence: Not independent under Nasdaq due to CompoSecure Board Adviser Agreement; Audit Committee service allowed under Nasdaq 5605(c)(2)(B) for up to two years given experience; other Audit Committee members independent .
- Board structure: Classified board (Class I–III); Fradin is Class I nominee with term to 2028 if elected .
- Attendance: No board or committee meetings in fiscal 2024 (Board not fully constituted until spin‑off) .
- Executive sessions: RHLD holds executive sessions of the Board and committees throughout the year to encourage candid discussion .
- Controlled company: RHLD is a “controlled company” under Nasdaq; relies on certain governance exemptions (e.g., not fully independent committees), though majority of board is independent .
Fixed Compensation
| Component | RHLD Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | Not disclosed | Director compensation policy specifies equity grants; policy includes reimbursement of travel expenses |
| Committee/Chair fees | Not disclosed | No specific cash fees disclosed for committee service or chair roles |
| Meeting fees | Not disclosed | Not disclosed in proxy |
| Expense reimbursement | Reimbursed | Out‑of‑pocket travel expenses reimbursed |
Performance Compensation
| Award Type | Instrument | Grant Date Value | Grant Details | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Initial Equity Award (RHLD) | Stock Options | $50,000 | Granted on joining Board | Vests in equal annual installments over 4 years starting first anniversary | None disclosed (time‑based vesting) |
| Annual Equity Award (RHLD, prorated 2025) | Stock Options | $100,000 annual (pro‑rated for 2025) | Granted effective each annual meeting; prorated if appointment mid‑year | Vests in equal annual installments over 4 years starting first anniversary | None disclosed (time‑based vesting) |
| 2025 Option Grants (RHLD directors) | Stock Options | N/A (counts disclosed) | 2,064 options; exercise price $46.82 per share | As above | None disclosed |
| CompoSecure Board Adviser (external) | Stock Options (CMPO) | $150,000 FMV annually | Options to purchase CompoSecure common stock; plus $50,000 annual cash retainer | Not specified in RHLD proxy | External to RHLD; independence impact for RHLD |
No performance-based metrics (e.g., TSR, revenue, EBITDA) are disclosed for RHLD director equity; vesting is time‑based .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Vertiv (NYSE: VRT) | Director | Shared Vertiv ties with RHLD Executive Chairman David M. Cote (also Executive Chairman at Vertiv), indicating potential information flow network; monitor for conflicts in transaction oversight |
| CompoSecure (Nasdaq: CMPO) | Board Adviser | Creates non‑independence under Nasdaq; RHLD consolidates CompoSecure, necessitating Audit Committee independence exception for Fradin |
Expertise & Qualifications
- Skills matrix highlights for Fradin: Corporate governance, M&A, executive leadership, public company board experience, financial literacy/finance expertise; industrial/manufacturing experience also present .
Equity Ownership
| Holder | Shares Beneficially Owned (4/14/2025) | % of Class | Notes |
|---|---|---|---|
| Roger Fradin | 0 (—) | — | As of record date; RHLD directors received options (not counted as beneficial ownership unless exercisable within 60 days) |
- Director option awards: 2,064 RHLD options (exercise price $46.82); vest over 4 years beginning on first anniversary; not currently exercisable within 60 days of April 14, 2025 .
- Hedging policy: RHLD prohibits directors/officers from hedging or short‑selling company securities; speculative trading is banned .
Insider Trades
| Date | Form | Security | Quantity | Price/Terms | Notes |
|---|---|---|---|---|---|
| May 30, 2025 | Form 4 | RHLD Options | 2,064 | $46.82 exercise price | Filing reflects director option grants; see SEC Form 4 filing and RHLD proxy award details |
Governance Assessment
- Strengths: Extensive industrial and M&A experience; public company director at Vertiv; deep compensation/talent expertise aligned with Compensation Committee chair role .
- Concerns/RED FLAGS:
- Not independent (Nasdaq) due to CompoSecure advisory payments; serving on Audit Committee under limited exception for up to two years increases perceived conflict risk in financial oversight .
- RHLD is a controlled company and relies on governance exemptions; Compensation and Nominating committees are not fully independent, elevating risk of related‑party influence .
- Multiple interlocks with Vertiv and significant Cote family presence on RHLD’s board (David M. Cote Executive Chairman; John D. Cote director), requiring vigilance on potential related‑party or influence dynamics .
- Equity compensation for directors is exclusively options with time‑based vesting (no performance conditions), which may weaken pay‑for‑performance alignment for board service .
Overall, Fradin’s operating pedigree and boardroom experience support board effectiveness, but independence limitations tied to CompoSecure and Audit Committee exception warrant close monitoring by investors for conflicts and governance robustness .