Luke Lirot
RCI HOSPITALITY HOLDINGSAbout Luke Lirot
Luke Lirot (age 68) has served as an independent director of RCI Hospitality Holdings since July 31, 2007. He earned his law degree from the University of San Francisco in 1986 and has operated a private law practice in Florida specializing in adult‑entertainment issues for 30+ years; he is a past President of the First Amendment Lawyers’ Association, with extensive litigation experience relevant to RCI’s regulatory environment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private Law Practice (Florida) | Attorney; proprietor | 1986–present (specializes in adult entertainment) | Represents scores of industry clients; deep domain knowledge of industry legal issues |
| First Amendment Lawyers’ Association | Past President | Not disclosed | Leadership in First Amendment advocacy; relevant to regulatory and permitting exposure |
External Roles
| Organization | Role | Public company? | Notes |
|---|---|---|---|
| First Amendment Lawyers’ Association | Past President | No | Professional association role; no other public company directorships disclosed for Lirot |
Board Governance
- Independence: RCI identifies four independent directors including Luke Lirot under NASDAQ rules .
- Committees: Lirot serves on the Nominating Committee and the Compensation Committee; he is not on the Audit Committee and holds no committee chair role .
- Board and committee activity: FY2024 Board met 11 times; Nominating met 1; Compensation met 1; Audit met 8 .
- Attendance: In FY2024, no director attended fewer than 75% of Board and applicable committee meetings (meets engagement threshold) .
- Lead Independent Director: None designated; independent directors share board leadership .
- Risk oversight: Board and committees conduct ongoing risk oversight, including financial reporting, internal controls, and compliance .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Director cash retainer (fees earned) – Luke C. Lirot ($) | 40,000 | 50,000 |
| Additional fees (Audit Chair) ($) | 0 (not chair) | 0 (not chair) |
| Equity-based director compensation ($) | 0 (none paid to directors in FY2023) | 0 (none paid to directors in FY2024) |
- Structure: Independent directors are paid cash fees; RCI paid no equity‑based compensation to directors in FY2023 and FY2024. Audit Chair receives an extra $10,000 cash; Lirot is not Audit Chair .
Performance Compensation
| Item | FY 2023 | FY 2024 |
|---|---|---|
| Performance equity (RSUs/PSUs) | None disclosed (company paid no equity to directors) | None disclosed (company paid no equity to directors) |
| Option awards to directors | None disclosed for directors | None disclosed for directors |
| Performance metrics tied to director pay | Not disclosed | Not disclosed |
Other Directorships & Interlocks
| Company | Role | Committee Interlocks |
|---|---|---|
| None disclosed | — | Compensation Committee reports no interlocks with other companies’ boards or comp committees |
Expertise & Qualifications
- Legal/regulatory expertise: 30+ years focused on adult‑entertainment law; broad exposure to permitting, zoning, and First Amendment issues. Management views him as aware of “virtually every type of legal issue” in the industry .
- Board-relevant skills: Nominating and Compensation Committee experience; supports director selection process and executive compensation oversight .
Equity Ownership
| Record Date | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| July 3, 2024 | 518 | * (less than 1%) |
| June 23, 2025 | 518 | * (less than 1%) |
- No pledging disclosed; no ownership guidelines for directors disclosed in the proxy .
Say‑on‑Pay & Shareholder Feedback
| Meeting Date | Say‑on‑Pay Approval |
|---|---|
| August 28, 2023 | ~96% approval (including abstentions) |
| August 28, 2024 | ~92% approval (including abstentions) |
Compensation Committee Analysis
- Composition: All independent directors (Barabash, Martin, Lirot, Priaulx); one meeting held in FY2024 .
- Interlocks: None reported; no cross‑board compensation interlocks .
- Philosophy: Emphasizes alignment and long‑term equity for executives, though equity has been minimal since 2014 with options granted in FY2022; committee can use independent advisors .
Related‑Party Transactions (context for board oversight)
- Notable arrangements involve the CEO’s family and associates (e.g., furniture services from a company owned by CEO’s brother; loans from operations director and CFO’s brother; plumbing/HVAC provider partially owned by CEO’s son‑in‑law). Audit Committee adopted a related‑party transaction policy in 2019; reviews transactions for fairness to the company .
Risk Indicators & Red Flags
- Internal controls: Material weaknesses identified in FY2023 and FY2024; auditors expressed adverse opinions on internal control over financial reporting as of those dates .
- Auditor transition: Marcum’s attest business acquired by CBIZ CPAs; RCI dismissed Marcum and engaged CBIZ CPAs in January 2025; disclosure addresses independence considerations and remediation steps .
- Historical SEC matter (company/CEO): 2020 SEC cease-and-desist regarding undisclosed perquisites and related‑party transactions; civil penalties paid; underscores importance of current Audit Committee oversight and related‑party policy .
- Lead Independent: None designated (shared leadership among independent directors) .
Governance Assessment
- Board effectiveness: Lirot’s specialized legal background is directly relevant to RCI’s regulatory exposure, supporting committee work in Nominating and Compensation; he meets independence and attendance thresholds .
- Alignment: Director pay is entirely cash with no equity grants; Lirot’s personal stake is minimal (518 shares), indicating modest ownership alignment versus best‑practice guidelines seen elsewhere (no guidelines disclosed by RCI) .
- Oversight environment: Presence of internal‑control material weaknesses and a history of SEC findings on disclosure elevate the importance of independent director scrutiny; the related‑party policy and independent Audit Committee structure partially mitigate risk, but continued monitoring is warranted .
- Compensation governance: Compensation Committee (including Lirot) reports no interlocks and can retain advisors; say‑on‑pay support remained high (92–96%), indicating shareholder comfort with executive pay levels despite low performance‑linkage and limited equity usage .