Arthur Allan Priaulx
RCI HOSPITALITY HOLDINGSAbout Arthur Allan Priaulx
Arthur Allan Priaulx is an independent director of RCI Hospitality Holdings (RICK), serving since August 8, 2019. He is 85 years old and has over 45 years of communications industry experience, including senior roles at Hearst’s King Features and American Banker; he founded Resource Media Group in 1993 and provided investor relations services to RCI from 1994 to 2013 before retiring in 2014. His education includes studies at Dartmouth College and University of Southampton, with graduate-level coursework at INSEAD and Wharton, and volunteer leadership as national vice president of United Cerebral Palsy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hearst Corporation – King Features Division | Vice President & General Manager (worldwide newspaper activities, licensing) | Not disclosed | Senior operating leadership in media and licensing |
| American Banker (Thomson Financial) | Publisher | Not disclosed | Led a leading financial services trade publication |
| Resource Media Group (NY-based financial media & IR) | Founder | 1993 onward | Provided investor relations services to RCI from 1994–2013; retired in 2014 |
| United Cerebral Palsy | National Vice President (volunteer) | Not disclosed | Non-profit leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards | None disclosed | — | No current or prior public directorships disclosed in proxies |
| AVI‑SPL, Motorsport Network, etc. (context for other directors) | — | — | Not applicable to Mr. Priaulx (context appears for other directors) |
Board Governance
- Independence: Classified as independent under NASDAQ rules; one of four independent directors .
- Board leadership: CEO Eric Langan serves as Chairman; no designated Lead Independent Director (all four independents share leadership) .
- Attendance: In FY 2024, none of the directors attended fewer than 75% of board and committee meetings; five attended the prior annual meeting in person and one by phone .
- Committee memberships for Mr. Priaulx:
- Audit Committee (member; committee of independent directors; eight meetings in FY 2024) .
- Nominating Committee (member; one meeting in FY 2024) .
- Compensation Committee (member; one meeting in FY 2024) .
- Financial expert designation resides with Yura Barabash (not Mr. Priaulx) .
| Governance Item | FY 2023 | FY 2024 |
|---|---|---|
| Board meetings held | 10 | 11 |
| Audit Committee meetings | 8 | 8 |
| Nominating Committee meetings | 1 | 1 |
| Compensation Committee meetings | 1 | 1 |
| Director attendance ≥75% | Yes | Yes |
Fixed Compensation
- Independent Director Cash Retainer: $50,000 paid in cash for FY 2024; Audit Committee chair receives an additional $10,000 but Mr. Priaulx is not chair .
- FY 2023 independent director cash retainer was $40,000; Audit chair +$10,000; Mr. Priaulx received $40,000 .
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash retainer (Mr. Priaulx) | $40,000 | $50,000 |
| Equity grants to directors | None | None |
| Committee chair fee (Audit; not Priaulx) | $10,000 (chair only) | $10,000 (chair only) |
| Meeting fees | Not disclosed | Not disclosed |
Performance Compensation
- No performance‑based or equity compensation for directors in FY 2023 and FY 2024; no plan‑based awards granted .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Equity awards (RSUs/PSUs/options) | None | None |
| Performance metrics tied to director pay | Not disclosed | Not disclosed |
Other Directorships & Interlocks
- Compensation Committee Interlocks: None for members, including Mr. Priaulx .
| Item | Status |
|---|---|
| Public company directorships (current) | None disclosed |
| Compensation committee interlocks | None |
Expertise & Qualifications
- Deep communications leadership background across media operations, licensing, and financial trade publishing; founded a financial media/IR firm (Resource Media Group) .
- Education at Dartmouth and Southampton; graduate coursework at INSEAD and Wharton; significant investor relations experience with RCI (1994–2013) .
- Audit Committee service (not designated financial expert) .
Equity Ownership
- Beneficial Ownership: 2,000 shares (less than 1% of class) as of June 23, 2025 and July 3, 2024; consistent with prior years .
| As-of Date | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| July 3, 2023 | 2,000 | * (<1%) |
| July 3, 2024 | 2,000 | * (<1%) |
| June 23, 2025 | 2,000 | * (<1%) |
Notes:
- No options or other derivatives disclosed for Mr. Priaulx; there were no outstanding convertible/exercisable securities company‑wide at the dates cited .
Governance Assessment
- Committee engagement: Mr. Priaulx serves on Audit, Compensation, and Nominating—indicating broad governance involvement; however, he is not the designated financial expert on Audit .
- Independence and attendance: Independent under NASDAQ standards with acceptable attendance levels (≥75% threshold met) .
- Ownership alignment: Holds 2,000 shares (<1%); no director equity grants in recent years—alignment to shareholder outcomes via equity appears limited versus pure cash retainers .
- Historical relationship: Prior paid IR services to RCI (1994–2013) via Resource Media Group; retired since 2014. The proxy currently classifies him as independent, but the historical service creates potential perception of prior ties; ongoing independence is assessed per NASDAQ standards .
- Company risk context relevant to Audit oversight: Material weaknesses in ICFR identified in FY 2023 and FY 2024 (ITGC, M&A accounting, impairment reviews); audit firm transition from Marcum to CBIZ CPAs in early 2025—areas for heightened Audit Committee vigilance .
- Related‑party environment: Company discloses multiple related‑party transactions (management family members and vendors); policy requires Audit Committee review, with Mr. Priaulx on that committee—strong oversight is essential to mitigate conflict risk .
- Say‑on‑pay and investor sentiment: Executive compensation received high approval (approx. 96% in 2023; 92% in 2024), suggesting general investor confidence in compensation governance, albeit not specific to director pay .
RED FLAGS and Watch Items:
- Material weaknesses in internal control over financial reporting in consecutive years (FY 2023 & FY 2024) .
- Numerous related‑party transactions with management/family entities—requires strict application of the Audit Committee’s related‑party policy; reputational and governance risks if not rigorously monitored .
- No Lead Independent Director with CEO as Chair—potential limits on independent board leadership .
- Limited director equity alignment (no equity grants; small personal stake)—may underweight pay‑for‑performance alignment in director compensation .
- Historical SEC order (2020) citing prior failures to disclose perquisites and related‑party transactions at the company level—ongoing controls vigilance is warranted (context for board, not attributed to Mr. Priaulx) .
Appendix references:
- Director biography and independence:
- Committees: Audit , Nominating , Compensation
- Director fees and equity for directors:
- Ownership:
- ICFR and auditor change:
- Related‑party policy and transactions:
- Say‑on‑pay outcomes: