Roel C. Campos
About Roel C. Campos
Roel C. Campos (age 76) has served on Regional Management Corp.’s Board since 2012 and currently chairs the Audit Committee and sits on the Corporate Governance & Nominating Committee. He is a former SEC Commissioner (2002–2007) with a legal career focused on securities regulation, corporate governance, and enforcement; he earned a B.S. from the U.S. Air Force Academy, an M.B.A. from UCLA, and a J.D. from Harvard Law School . Campos is independent under NYSE rules per the Board’s 2024 independence determination .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Securities and Exchange Commission | Commissioner | 2002–2007 | Presidential appointment; securities regulation and enforcement leadership |
| Hughes Hubbard & Reed LLP | Equity Partner | 2016–2024 | Securities regulation, governance, enforcement practice |
| Locke Lord LLP | Partner | 2011–2016 | Securities regulation and governance practice |
| Cooley LLP | Partner | 2007–2011 | Securities-related legal practice |
| U.S. Department of Justice (Los Angeles) | Federal Prosecutor | Earlier career | Corporate law and prosecution experience |
| Houston-based radio broadcaster | Founding Partner | Earlier career | Entrepreneurship/operations |
| WellCare Health Plans, Inc. (public) | Director | 2013–2017 | Board service until acquisition/merger into Centene in 2020 |
| Liquidnet Holdings, Inc. (private broker-dealer) | Director | Prior to 2021 | Company acquired into TP ICAP in 2021 |
| U.S. Air Force Academy | Board of Visitors member | 2016–2020 | Advisory oversight role |
| Presidential Intelligence Advisory Board | Member | 2009–2013 | Outside advisor on national intelligence issues |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| KPMG US LLP | Independent Director (Board) | Current | Professional services firm board; RM’s auditor is Deloitte, limiting direct auditor conflict at RM |
| Various non-profit boards | Director/Trustee | Current | Not specified by name in the proxy |
Board Governance
- Committee assignments (2024): Campos is Audit Committee Chair and a member of the Corporate Governance & Nominating Committee; he is not on the Compensation or Risk Committees .
- Audit Committee composition and expertise: Audit Committee members are independent; the Board designated Booth, Freiberg, and Palomares as “audit committee financial experts” (Campos serves as Chair but is not designated as the financial expert) .
- Audit Committee report signatories: Campos (Chair), Freiberg, Palomares; dated February 19, 2025 .
- Board structure and meetings: Independent Chair (Palomares). Board held 16 meetings in 2024; all directors attended at least 75% of Board/committee meetings on which they served. Non-employee directors held executive sessions at each regular quarterly Board meeting; independent directors also met in executive session periodically. All directors (other than Booth, appointed 2025) attended the May 16, 2024 annual meeting .
- Committee meeting cadence (2024): Audit 5; Compensation 7; Corporate Governance & Nominating 5; Risk 4 .
- Independence: Board determined Campos (and a majority of the Board) to be independent during 2024 under NYSE rules .
Fixed Compensation
| Item | Amount/Detail |
|---|---|
| 2024 Cash Fees (Campos) | $101,155 |
| 2024 Stock Awards (Grant-date fair value) (Campos) | $136,232 |
| 2024 Total Director Compensation (Campos) | $237,387 |
Director compensation program (structure):
- Annual cash retainer: $70,000 (Board Chair/Lead Independent Director: $95,000) .
- Committee member cash retainer: $8,750 per committee; committee chair: $17,500 .
- Annual equity (RSA) value: $110,000 (Board Chair/Lead Independent Director: $135,000) plus $8,750 per committee (committee chair: $17,500), granted the 5th business day after the annual meeting; 100% vests on the earlier of the first anniversary or next annual meeting (≥50 weeks between meetings), subject to continued service .
- Annual director compensation cap under the 2024 Plan: $600,000 (cash + equity, measured over 12 months) .
Performance Compensation
| Component | Grant Date | Shares (Campos) | Grant-Date Fair Value | Vesting Conditions | Performance Metrics |
|---|---|---|---|---|---|
| Annual Restricted Stock Award (RSA) | May 23, 2024 | 5,027 | Included in $136,232 2024 stock awards | Vests 100% on earlier of first anniversary or next annual meeting (≥50 weeks), subject to continued service | None (time-based vesting only) |
Note: Non-employee directors (including Campos) had no option awards outstanding as of December 31, 2024 (only Palomares held director options) .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Interlock/Conflict Considerations |
|---|---|---|---|
| KPMG US LLP | Private professional firm | Independent Director | RM’s independent auditor is Deloitte & Touche LLP for FY2025; no disclosed auditor interlock with KPMG at RM . |
| WellCare Health Plans, Inc. | Public (historical) | Director (2013–2017) | Company later merged into Centene in 2020; historical role . |
| Liquidnet Holdings, Inc. | Private broker-dealer (historical) | Director | Acquired into TP ICAP in 2021; historical role . |
Related-party/other governance safeguards:
- Related person transaction policy requires Audit Committee approval; interested directors recuse; Item 404 threshold $120,000 .
- Compensation Committee interlocks: none reportable in 2024 (Campos is not on Compensation Committee) .
Expertise & Qualifications
- Skills the Board highlights for Campos: Leadership; Cybersecurity; Corporate Governance; Government Affairs; Securities Compliance/Regulatory .
- In the Board’s skills matrix, Campos is not designated as an “Audit Committee Financial Expert” (others on the committee are) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares Beneficially Owned (as of Apr 2, 2025) | 109,048 | 1.1% of 10,035,287 outstanding shares . |
| RSAs Outstanding (as of Dec 31, 2024) | 5,027 | Annual RSA grant referenced; unvested until earliest vest date . |
| Options Outstanding (as of Dec 31, 2024) | None | Directors other than Palomares held no options . |
| Ownership Guidelines | Directors: 5x annual cash retainer | Applies to all directors; includes certain un/vested equity as defined . |
| Compliance Status (as of Dec 31, 2024) | In compliance (all directors except Booth, appointed 2025) | The proxy states all directors (excluding Booth) met guidelines . |
| Hedging/Pledging | Prohibited | Hedging and pledging of RM stock prohibited for directors; retention policy restricts pledging . |
Governance Assessment
- Strengths: Long-standing independent director with deep SEC, enforcement, and governance expertise; currently chairs the Audit Committee; active on CG&N; Board maintains strong ownership/retention, anti-hedging/pledging, and clawback policies; independent Chair; robust stockholder engagement following lower 2024 say‑on‑pay support (68%) and responsive changes to LTIP metrics (shift to relative TSR and addition of pre‑provision ROA for 2025 PRSUs) .
- Watch items: Although Campos chairs the Audit Committee, the Board’s designated “audit committee financial experts” are Booth, Freiberg, and Palomares (not Campos); the committee’s composition mitigates this through multiple designated experts. RM’s external auditor is Deloitte; Campos’ outside KPMG US LLP board role presents no disclosed interlock at RM but should continue to be monitored for any service relationships .
Board Activity & Shareholder Signals (Context)
- 2024 Board/committee activity and attendance threshold: 16 Board meetings; all directors ≥75% attendance; executive sessions at each regular quarterly meeting .
- 2024 say‑on‑pay support of ~68% (vs. >94% prior three years) led to extensive outreach and subsequent LTIP design changes for 2025 (relative TSR with above‑median requirement and internal pre‑provision ROA metric) .
Director Compensation Alignment
- 2024 mix for Campos: ~$101k cash and ~$136k equity RSAs; time-based vesting aligns with service and ownership guidelines; director compensation capped at $600k/12 months under the 2024 Plan .