Yura Barabash

About Yura Barabash

Independent director of RCI Hospitality Holdings, Inc. since September 19, 2017; age 50 as disclosed in the proxy’s director table. He holds a B.A. from Sevastopol City University and a Master in International Affairs from Columbia University, completed MIT Sloan’s Cybersecurity Governance course, and Harvard Business School Executive Education programs for Audit and Compensation Committees. His background spans corporate finance and investment banking roles across the U.S., Latin America, China, and the EU; currently VP of Business Development at AVI‑SPL since October 2021 .

Past Roles

External Roles

Board Governance

• Independence: Identified by the company as an independent director under NASDAQ rules; RCI has four independent directors including Barabash .
• Committee assignments:
  • Audit Committee member; serves as Audit Committee’s financial expert; Audit Committee held 8 meetings in FY 2024 and executed four unanimous written consents .
  • Nominating Committee member; held 1 meeting in FY 2024 .
  • Compensation Committee member; held 1 meeting in FY 2024; committee is fully independent and reports no interlocks .
• Attendance and engagement: Board held 11 meetings in FY 2024; no director attended fewer than 75% of Board and applicable committee meetings. Five of six directors attended the prior annual meeting in person; the sixth by telephone .
• Leadership structure: CEO is also Chairman; no designated lead independent director; independent directors share equal leadership role .

Fixed Compensation

• No equity-based compensation paid to directors in FY 2023 or FY 2024 .

Performance Compensation

• No performance-based or equity compensation disclosed for directors in FY 2023–2024; company paid expenses of attending board meetings and cash fees only .

Other Directorships & Interlocks

• Other public company boards: None disclosed for Barabash in the proxy .
• Compensation Committee interlocks: None; committee members include Barabash, Martin, Lirot, and Priaulx .

Expertise & Qualifications

• Financial expert designation: Serves as Audit Committee’s financial expert .
• Education: B.A. Sevastopol City University; Master in International Affairs, Columbia University; MIT Sloan Cybersecurity Governance; HBS Exec Ed programs for Audit and Compensation Committees .
• Professional experience: Corporate finance, investment banking, M&A and capital markets across multiple geographies; operational roles in media and education; current BD leadership at AVI‑SPL .

Equity Ownership

• No stock options or other equity instruments disclosed for Barabash; table indicates present options outstanding only for certain executives, not directors .
• No pledging or hedging by Barabash disclosed; company has an insider trading policy applicable to directors .

Governance Assessment

• Positive signals:

  • Independent director with finance credentials and designated Audit Committee financial expert; participates across Audit, Nominating, and Compensation committees .
  • Strong meeting participation disclosure (no director <75% attendance) and regular committee activity .
  • Director fees are modest and cash-only; no equity grants to directors in FY 2023–2024, limiting potential misalignment via option incentives .

• Risk indicators and red flags:

  • No lead independent director; CEO also Chairman, which may constrain independent oversight .
  • Material weaknesses in internal control over financial reporting reported for FY 2023 and FY 2024; auditor transition to CBIZ CPAs following Marcum’s merger-related independence issues. Barabash’s Audit Committee role is central to remediation, but the weaknesses are an investor caution flag .
  • History of SEC settlement in 2020 regarding undisclosed perquisites and related party transactions (company and CEO), highlighting past governance lapses; continued related party transactions with CEO family members and affiliates persist (e.g., Nottingham Creations ~$350k FY2024; TW Mechanical; loans from related persons), which require vigilant Audit Committee oversight .

• Director compensation and alignment:

  • Barabash’s compensation increased as the standard retainer rose (from $40k to $50k) and he was paid at the Audit Committee chair rate ($60k vs $50k peers), consistent with role-linked responsibility rather than performance pay .
  • Pay-for-performance signals: Company’s say-on-pay support was ~92% in 2024, but executive pay is largely fixed cash; directors receive cash-only fees. This places more emphasis on governance quality and oversight effectiveness rather than incentive structures .

• Independence and conflicts:

  • Barabash is independent under NASDAQ rules and no related-party transactions involving him are disclosed. His external role at AVI‑SPL is unrelated to RCI’s core operations; no interlocks or shared directorships are disclosed .

Overall, Barabash’s governance profile is anchored by audit expertise and committee breadth. Key investor watchpoints are Board leadership structure (no lead independent director), remediation of material weaknesses in ICFR, and ongoing related-party transaction oversight—areas where his Audit Committee leadership and financial expertise are directly consequential .