Wayne Hewett
About Wayne M. Hewett
Appointed as an independent director of RHLD effective July 12, 2025; serves as a Class I director with a term expiring at the 2028 annual meeting and is a member of the Audit Committee . He has extensive operating and governance experience, including 20+ years in leadership roles at GE and current board seats at Home Depot, Wells Fargo, and UPS; he holds B.S. and M.S. degrees in Industrial Engineering from Stanford University . Age not disclosed in RHLD filings; tenure at RHLD began July 12, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Klöckner Pentaplast Group | Chief Executive Officer | 2015–2017 | Led a global packaging supplier; executive leadership credentials |
| General Electric (GE) | Multiple leadership roles; member, GE Corporate Executive Council | ~20+ years (dates not individually specified) | Senior operating roles across GE business units; corporate-level governance exposure |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| The Home Depot | Director | 2014 | Public company board service |
| Wells Fargo & Company | Director | 2019 | Public company board service |
| United Parcel Service (UPS) | Director | 2020 | Public company board service |
| Cambrex Corporation | Chairman | 2019 | CDMO sector; private company chair role |
| Quotient Sciences | Chairman | 2023 | Drug development/manufacturing accelerator; private company chair role |
| Permira | Senior Advisor | 2018 | Private equity advisory |
| ASP Resins Holdings LP | Board of Managers | 2023 | Adhesives/performance materials; private company governance |
Board Governance
- Committee assignments: Audit Committee member (not Chair) .
- Independence: Appointed as an “independent director” by RHLD (press release) .
- Board structure/context: RHLD has a classified board (three classes) and is a Nasdaq “controlled company,” relying on certain independence exemptions; Audit Committee currently utilizes an “exceptional and limited circumstances” member (Mr. Fradin) while others meet independence criteria; Mr. Hewett’s appointment is to the Audit Committee .
- Attendance: No board/committee meetings occurred in FY 2024 due to the timing of the spin-off; FY 2025 attendance data not yet disclosed .
Fixed Compensation
| Component | Amount | Timing | Notes |
|---|---|---|---|
| Annual Board Cash Retainer | $50,000 | Paid quarterly in arrears | Applies to non-employee directors; “Dual-Hatted Directors” (also serving on the public parent of a managed entity) do not receive the retainer; 8-K specifies Mr. Hewett will receive $50,000 |
| Committee/Chair Fees | Not disclosed | — | No committee-specific cash fees disclosed in RHLD director policy |
| Meeting Fees | Not disclosed | — | Not specified in policy |
| Travel Expense Reimbursement | Reasonable, customary, documented expenses reimbursed | Ongoing | Standard reimbursement for Board/committee meetings |
Performance Compensation
| Award | Grant Date | Grant Value | Vesting | Strike/Exercise | Performance Metrics |
|---|---|---|---|---|---|
| Initial Stock Option Award | Expected July 12, 2025 (appointment date) | ~$200,000 grant date fair value | Vests in equal annual installments over 4 years from grant date, subject to service; accelerated vesting upon Change of Control | Exercise price equals FMV on grant date; FMV historically determined via Black-Scholes | None disclosed; time-based vesting only |
| Prorated Annual Stock Option Award | Granted at appointment for period to next annual meeting | Prorated portion of $250,000 annual award | Vests in equal annual installments over 4 years from grant date, subject to service; accelerated vesting upon Change of Control | Exercise price equals FMV on grant date; FMV historically determined via Black-Scholes | None disclosed; time-based vesting only |
- Change-of-control provisions: All unvested director option awards vest in full at the effective date of a Change of Control .
- Number of option shares and specific strike price were not disclosed in the 8-K; the policy sets exercise price at FMV on grant date .
Other Directorships & Interlocks
| Company/Entity | Type | Potential Interlock/Conflict |
|---|---|---|
| Home Depot (public) | Current Director | No RHLD-related conflicts disclosed – |
| Wells Fargo (public) | Current Director | No RHLD-related conflicts disclosed – |
| UPS (public) | Current Director | No RHLD-related conflicts disclosed – |
| Cambrex (private) | Chairman | No RHLD-related conflicts disclosed – |
| Quotient Sciences (private) | Chairman | No RHLD-related conflicts disclosed – |
| Permira (private) | Senior Advisor | No RHLD-related conflicts disclosed – |
| ASP Resins Holdings LP (private) | Board of Managers | No RHLD-related conflicts disclosed – |
- Related-party transactions: RHLD’s 2025 proxy details certain related-party items (e.g., Fradin consulting agreement; SRM office services) but contains no disclosures involving Mr. Hewett .
Expertise & Qualifications
- Multi-industry operating leadership with extensive governance experience across large public companies (Home Depot, Wells Fargo, UPS) .
- Prior CEO experience and deep industrial operations background (Klöckner Pentaplast; GE leadership roles) .
- Advanced technical training with B.S. and M.S. in Industrial Engineering from Stanford University .
Equity Ownership
| Item | Status/Details |
|---|---|
| RHLD Beneficial Ownership | Not listed in RHLD’s beneficial ownership table as of April 14, 2025 (pre-appointment) ; appointed July 12, 2025 |
| Vested vs. Unvested | Initial and prorated annual option awards will vest over four years; specific share counts not disclosed |
| Hedging/Pledging | RHLD Insider Trading Policy prohibits short sales, options/derivatives, and hedging transactions for officers/directors and covered persons |
Governance Assessment
- Board effectiveness and alignment: Independent Audit Committee member with significant public board oversight experience; equity-heavy compensation mix (approx. $200k initial options + prorated portion of $250k annual options vs. $50k cash retainer) supports shareholder alignment through at-risk compensation .
- Independence and conflicts: Appointed as an independent director; RHLD filings disclose no related-party transactions involving Mr. Hewett; hedging/shorting of RHLD stock is prohibited under the Insider Trading Policy, supporting alignment .
- Workload/time commitments: Concurrent directorships at three large public companies (HD, WFC, UPS) plus chair roles at private companies and a private equity advisory role may raise investor focus on time-commitment risk; RHLD discloses these roles but does not assert conflicts .
- Committee/COC features: Director options vest over four years with full acceleration upon change of control; investors may evaluate COC acceleration alongside alignment and retention objectives .
- Governance context: RHLD is a controlled company and utilizes certain Nasdaq independence exemptions (not specific to Mr. Hewett), which can affect overall board independence optics; however, Mr. Hewett’s appointment adds another independent director to the board .