Julie Booth
About Julie Booth
Julie Booth (age 56) joined Regional Management Corp.’s Board in March 2025 as an independent director and member of the Audit Committee; the Board has determined she qualifies as an “audit committee financial expert.” She is currently interim CFO of Pharmaceutical Organic Medicine Group (PMOG LLC), and previously spent ~20 years at Rocket Companies, including 14 years as CFO/Treasurer, after 13 years in audit at Ernst & Young LLP .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rocket Companies | CFO & Treasurer; previously VP Finance and Director of Internal Audit | ~20 years; CFO/Treasurer for 14 years | Led finance and treasury across fintech mortgage/real estate; SOX/internal audit depth |
| Ernst & Young LLP | Audit (private and public clients) | 13 years | External audit, SOX/internal controls, financial reporting expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PMOG LLC | Interim CFO | Current | Pharmaceutical startup (Michigan) |
| Make-A-Wish Michigan | Board Chair | Prior service | Non-profit governance leadership |
| Mortgage Bankers Association | Chair, Financial Management Committee | Prior service | Industry finance committee leadership |
Board Governance
- Independence: The Board determined Booth is independent under NYSE standards .
- Committee assignments: Audit Committee (members: Campos—Chair, Booth, Freiberg, Palomares) .
- Attendance: The Board held 16 meetings in 2024; all directors met at least 75% attendance. Booth was appointed in 2025 and did not attend the 2024 annual meeting due to timing .
- Executive sessions: Non‑employee directors met in executive session at each regular quarterly Board meeting; independent directors also met periodically. Chair Palomares presides .
| Governance Item | Detail |
|---|---|
| Board independence status | Independent director |
| Board committees | Audit Committee member |
| Audit Committee financial expert | Yes (Board determination) |
| 2024 meeting attendance | N/A (appointed 2025); Board met 16 times; all other directors ≥75% |
| Executive sessions | Quarterly, chaired by Palomares |
Fixed Compensation
RM’s non‑employee director program mixes cash and time‑based equity, with pro‑rata adjustments for partial service periods .
| Component | Amount | Notes |
|---|---|---|
| Board cash retainer | $70,000 | Paid quarterly |
| Committee member cash retainer | $8,750 per committee | Audit Committee membership applies |
| Board equity (RSAs) | $110,000 grant value | Granted 5th business day after annual meeting; 1‑year vest |
| Committee member equity (RSAs) | $8,750 per committee | Audit Committee membership applies |
| Chair uplifts | Board Chair cash $95,000; Board Chair equity $135,000; Committee Chair cash $17,500; Committee Chair equity $17,500 | Not applicable to Booth (not a chair) |
| Pro‑rata adjustment | Yes | Cash/equity prorated for service commencing mid‑cycle |
• Given Audit Committee membership, Booth’s expected mix includes base board cash/equity plus Audit Committee cash/equity (prorated from appointment until the next annual meeting) .
Performance Compensation
RM does not use performance‑based metrics for director pay; director equity grants are time‑based restricted stock that vests fully after ~1 year from grant or at the next annual meeting (≥50 weeks) .
Other Directorships & Interlocks
| Company | Public? | Role | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships listed for Booth; matrix “Other Public Co. Board of Directors” is blank for Booth . |
| Non‑profits (e.g., Make‑A‑Wish Michigan) | No | Chair | Prior service |
• Board interlocks: RM maintains a Cooperation Agreement with Basswood; Jonathan D. Brown (Basswood partner) serves as director by deputization—no interlock is indicated for Booth personally .
Expertise & Qualifications
- Financial services, corporate finance, SOX/internal audit, risk management, investor relations experience (per skills matrix) .
- Audit Committee financial expert designation (SEC definition met) .
- Regulatory/SEC compliance and corporate governance skills highlighted in the director matrix .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Julie Booth | 668 | ~0.0067% (668/10,035,287) | Less than 1%; newly appointed director |
| Director ownership guideline | 5x annual cash retainer | Must retain 50% of net shares for ≥12 months until met | |
| Compliance status | As of 12/31/2024, all directors in compliance except Booth (appointed March 2025) | Hedging/pledging prohibited |
• No pledging or hedging permitted; covered by Code of Ethics and Stock Ownership & Retention Policy .
Fixed vs Equity Director Compensation Structure (Reference)
| Item | 2024 Grant Mechanics | Booth Applicability |
|---|---|---|
| RSA grant timing | 5th business day after annual meeting | First grant expected after May 15, 2025 annual meeting |
| RSA vesting | Full vest at 1‑year or next annual meeting (≥50 weeks) | Subject to service until vest |
| Pro‑rata for mid‑cycle service | Yes | Applies (appointed March 2025) |
Related‑Party Transactions and Conflicts
- Policy: Any Item 404 related‑person transaction (> $120k) requires Audit Committee approval; interested directors must recuse .
- Disclosures: No related‑party transactions disclosed involving Booth; Compensation Committee interlocks disclosed for 2024 did not include Booth and showed no Item 404 relationships for members .
Say‑on‑Pay & Shareholder Feedback (Governance Signal)
- 2024 say‑on‑pay support was ~68% (vs. >94% in prior three years); RM engaged extensively with holders and revised LTI PRSU design for 2025 (relative TSR plus ROA modifier) .
- Board composition: Booth’s appointment in March 2025 improved gender diversity and added an audit committee financial expert; independent directors now 78% of the Board, 33% female, 44% racially/ethnically diverse .
Governance Assessment
- Strengths: Independent director; Audit Committee financial expert; deep finance/SOX background enhances oversight of financial reporting and controls; addition aligns with investor engagement outcomes to strengthen board diversity and audit expertise .
- Alignment: Director ownership guidelines (5x cash retainer) and equity grants foster alignment; hedging/pledging prohibited; retention rules reinforce skin‑in‑the‑game over time .
- Attendance/Engagement: While Booth’s appointment post‑2024 means no prior attendance data, RM’s Board maintained robust meeting cadence and executive sessions; Audit Committee charter responsibilities are extensive, positioning Booth for active oversight .
- Conflicts/Red Flags: No related‑party transactions or pledging disclosed for Booth; no tax gross‑ups; no option repricing; strong clawback and ownership policies—low governance risk signals .