Michael Roth
About Michael Roth
Michael Roth (age 79) is an independent director at Ryman Hospitality Properties, Inc. (RHP) and serves as Independent Lead Director and Chair of the Nominating & Corporate Governance Committee; he is also a member of the Human Resources Committee . He rejoined the Board in February 2022 after prior service from 2004–2021 and a Director Emeritus period in 2021–2022; he was affirmatively determined independent in the February 2025 review . Roth’s core credentials include prior Executive Chairman (2021), Chairman (2004–2020) and CEO (2005–2020) of The Interpublic Group of Companies (IPG), and Chairman/CEO of The MONY Group Inc. (1997–2004), bringing capital markets, accounting, and governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Interpublic Group of Companies | Executive Chairman | 2021 | Oversaw strategic leadership and governance |
| The Interpublic Group of Companies | Chairman; Chief Executive Officer | Chairman 2004–2020; CEO 2005–2020 | Led transformation and governance at a global marketing services firm |
| The MONY Group Inc. | Chairman & Chief Executive Officer | 1997–2004 | Financial services leadership, capital markets experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| The Interpublic Group of Companies | Director (former) | Former | Listed as former directorship |
| Pitney Bowes, Inc. | Director (former) | Former | Listed as former directorship |
| — | Current public company boards | None | No current public company boards |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Human Resources; Independent Lead Director (Lead Director role designated to NCG Chair) .
- Lead Independent Director duties: chairs executive sessions, coordinates non-management director feedback, and engages with major shareholders when appropriate .
- Independence and attendance: Board determined Roth is independent; each incumbent director had at least 75% attendance in 2024; Board met 5 times in 2024 .
- Committee engagement: Nominating & Corporate Governance Committee met 5 times; Human Resources Committee met 4 times in 2024 .
- Governance practices: annual director elections; majority vote standard; independent committees; regular executive sessions; annual evaluations .
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 104,375 | Includes annual retainer, role/committee fees; amounts may vary from schedule due to payment timing and deferrals |
| Annual RSU Grant (Grant-Date Fair Value) | 119,958 | 1,152 RSUs granted to non-employee directors on May 9, 2024 |
| Total | 224,333 | Sum of cash and equity grant value |
Director cash fee schedule (reference): Annual retainer ($80,000); Independent Lead Director ($30,000); NCG Chair ($20,000); Human Resources member ($10,000). RSUs valued at $120,000 vest fully on first anniversary; directors can defer cash into RSUs .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual Director RSUs | May 9, 2024 | 1,152 | Fully vests ~1 year after grant; dividends credited as additional RSUs until settlement | None; director RSUs are time-based (no TSR or financial metrics) |
No director options or performance-conditioned stock awards are disclosed; director equity is delivered via time-based RSUs that vest after one year .
Other Directorships & Interlocks
- Current public company directorships: None .
- Prior public company boards: Interpublic Group; Pitney Bowes .
- Compensation committee interlocks: None; HR Committee comprised entirely of independent directors; no interlocking relationships requiring disclosure .
Expertise & Qualifications
- Brings capital markets, accounting, and corporate governance experience from CEO/chair roles at large public companies .
- Board matrix indicates broad financial literacy, strategic planning, human capital, and enterprise risk skills across the Board; Roth contributes to governance oversight as Lead Director .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total Shares Owned | 42,102 | <1% of outstanding shares |
| RSUs Held (as of 12/31/2024) | 1,175 | Includes dividend-adjusted RSUs |
| RSUs Vesting before 5/25/2025 (included in ownership) | 1,187 | Credited toward ownership guidelines |
| Ownership Guideline | 6,000 shares minimum; 5-year compliance window | Roth meets guideline (owns 42,102) |
| Hedging/Pledging | Hedging prohibited; significant pledging requires pre-approval; no pledges by directors/officers above limits as of 1/31/2025 | Alignment-positive restriction |
Governance Assessment
-
Positives:
- Independent Lead Director and NCG Chair roles indicate high engagement in board process, executive sessions, and shareholder communication .
- Confirmed independence; strong attendance; independent committees and annual evaluations enhance oversight quality .
- Director ownership guideline met, improving alignment; restrictions on hedging/pledging; clawback policy for executive incentive compensation .
- HR Committee retains independent consultant (Aon), no conflicts; say-on-pay approval at ~94.7% in 2024 signals broad investor support for compensation governance .
-
Potential risk indicators and conflict review:
- Prior Director Emeritus compensation ($55,000 in 2021; $27,500 in 2022) was specifically reviewed and did not impair independence; no related-party transactions disclosed for Roth .
- Age/tenure: Roth’s long prior tenure and current age (79) may invite succession and refreshment scrutiny; Board emphasizes ongoing refreshment and majority of independent directors joining since 2016 .
- Aircraft fractional interest transaction involved Haslam and an entity affiliated with Reed, not Roth; oversight handled via governance procedures and independence review .
Overall, Roth’s roles as Independent Lead Director and NCG Chair, coupled with compliance with ownership guidelines and strong governance structures, support investor confidence; no material conflicts are disclosed, and compensation practices for directors are straightforward and equity-aligned .