Elaine J. Martin
RCI HOSPITALITY HOLDINGSAbout Elaine J. Martin
Independent director of RCI Hospitality Holdings, Inc. (RICK) since August 8, 2019; age 68 as of the 2025 proxy. Co‑founder and general partner of Medco Manufacturing LLC (FDA‑regulated plastic surgery equipment and disposables) and Aero Tech Aviation LLC (FAA A&P exam training), with prior career as a Registered Nurse in cosmetic surgery. Holds a BS in Biology and Chemistry from Houston Baptist University; volunteer service includes Texas A&M University Mothers’ Club board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medco Manufacturing LLC | Co‑founder & General Partner | Founded 1993; ongoing | Manages development/manufacture/sales of FDA‑regulated equipment and disposables for plastic surgeons |
| Aero Tech Aviation LLC | Co‑founder & General Partner | Founded 1989; ongoing | Trains foreign nationals for FAA Air Frame & Power Plant licensure |
| Cosmetic Surgery Practice | Registered Nurse | Earlier career | Clinical specialization in cosmetic surgery |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Texas A&M University Mothers’ Club (Aggie Moms) | Board Member (volunteer) | Not disclosed | Community/volunteer board service |
Board Governance
- Independence: Classified as an independent director under NASDAQ rules; one of four independent directors on the board .
- Committee memberships: Audit Committee (all independent), Nominating Committee (all independent), Compensation Committee (all independent) .
- Committee chair roles: Audit Committee financial expert is Yura Barabash; Audit Committee chair received an additional $10,000 cash fee (only Yura Barabash received $60,000 total vs. $50,000 for other independent directors) .
- Attendance and engagement:
- Board met 11 times in FY2024; none of the then‑directors attended fewer than 75% of board and committee meetings during their service period .
- Audit Committee met 8 times; Nominating Committee met 1 time; Compensation Committee met 1 time in FY2024 .
- Lead independent director: None designated; all four independent directors share board leadership responsibilities alongside a combined Chair/CEO structure .
| Governance Metric | FY2024 Value |
|---|---|
| Board meetings held | 11 |
| Audit Committee meetings | 8 |
| Nominating Committee meetings | 1 |
| Compensation Committee meetings | 1 |
| Director attendance threshold | ≥75% for all directors |
| Independence status | Independent (NASDAQ rules) |
| Board leadership | Combined Chair/CEO; no Lead Independent Director |
| Elaine Martin board start date | August 8, 2019 |
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $50,000 | Paid to independent directors |
| Committee chair fee (Audit) | Not applicable to Martin | Audit Committee chair received +$10,000; Yura Barabash total $60,000 |
| Equity‑based compensation | $0 | No director equity paid in FY2024 |
| Meeting fees | Not disclosed | Company pays expenses for attending board meetings |
Performance Compensation
- Plan‑based awards: No grants for FY2024 .
- Director equity: No equity‑based director compensation paid in FY2024 .
| Performance Metric | FY2024 | Terms |
|---|---|---|
| Equity grants (RSUs/Options/DSUs) | None | No plan‑based awards granted; no director equity paid |
| Performance metrics tied to director pay | None disclosed | Director pay structure is cash retainer; no disclosed performance conditions |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for Martin in proxy biography |
| Compensation Committee interlocks | None; committee members (Barabash, Martin, Lirot, Priaulx) reported no interlocking relationships with other companies’ boards/comp committees |
Expertise & Qualifications
- Operating and entrepreneurial experience running FDA‑regulated manufacturing and aviation training businesses; day‑to‑day management and accounting responsibilities .
- Healthcare background as RN in cosmetic surgery; BS in Biology/Chemistry from Houston Baptist University .
- Committee work across Audit, Nominating, and Compensation—engagement in financial oversight, director nomination, and pay governance .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Elaine J. Martin | 11,751 | <1% (*) |
- Notes:
- Beneficial ownership percentages calculated on 8,763,050 shares outstanding as of June 23, 2025; asterisk denotes less than 1% .
- No options or other convertible securities disclosed for Martin; the table notes present options for certain executives, not for Martin .
Insider Trades and Section 16 Compliance
| Person | FY2024 Section 16 Compliance | Notes |
|---|---|---|
| Elaine J. Martin | Compliant | Company states directors and >10% owners complied; exception was one late Form 4 by CFO Bradley Chhay |
| Bradley Chhay (CFO) | One late Form 4 | Not a director‑specific issue; listed for context |
Governance Assessment
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Positives:
- Independence and committee breadth: Martin serves on Audit, Nominating, and Compensation Committees, all composed of independent directors, supporting board effectiveness in oversight of financial reporting, executive pay, and director nominations .
- Attendance and engagement: The board and committees met regularly in FY2024; all directors met at least the 75% attendance threshold, indicating engagement .
- Pay structure alignment: Director compensation is modest, cash‑based (no equity for FY2024), which reduces potential entrenchment incentives and preserves independence; audit chair fee structure is transparent .
- Related‑party transaction controls: Formal policy (since Sept 2019) places review/approval under the Audit Committee, where Martin is a member, enhancing conflict oversight .
- Shareholder support context: 92% say‑on‑pay approval in Aug 2024, signaling investor confidence in compensation governance for executives; contextual to overall governance environment .
-
Risks and red flags (company‑level governance context relevant to Martin’s oversight role):
- Historical SEC cease‑and‑desist order in 2020 for undisclosed perquisites and related‑party transactions (pre‑policy adoption), indicating past disclosure/control weaknesses that require sustained audit oversight .
- Ongoing related‑party transactions with CEO’s family and senior personnel (e.g., loans, vendor relationships, and services), elevating conflict risk and placing importance on Audit Committee rigor .
- Internal control material weaknesses noted in FY2023 and FY2024 (ITGCs, business combinations accounting, impairment assessments) and auditor transition due to independence considerations tied to CBIZ/Marcum merger—heightened need for Audit Committee effectiveness .
- No Lead Independent Director with combined Chair/CEO structure; while size cited, this can limit independent counterbalance—places more weight on independent directors’ collective leadership, including Martin .
-
Implications for investors:
- Martin’s multi‑committee role and independent status are positives for governance; effectiveness will be judged by progress on remediating internal control weaknesses and the handling of related‑party exposures overseen by the Audit Committee .
- Conservative director pay (cash only) reduces alignment concerns, but limited equity stake (<1%) implies modest “skin in the game”; ongoing monitoring of ownership and any changes to director compensation mix is warranted .