Sandra K. Johnson
About Sandra K. Johnson
Sandra K. Johnson, Ph.D. (age 64) has served as an independent director of Regional Management Corp. since April 2020, bringing extensive leadership and technology credentials including information technology, cybersecurity, blockchain, and entrepreneurship; she is marked as an Audit Committee Financial Expert in the board skills matrix . She holds B.S., M.S., and Ph.D. degrees in electrical engineering from Southern University, Stanford University, and Rice University, respectively, and is the first African American woman to earn a Ph.D. in computer engineering; she is an IEEE Fellow and ACM Distinguished Engineer . She currently serves on the Corporate Governance & Nominating Committee and the Risk Committee, and the Board has determined she is independent under NYSE standards . The Board held 16 meetings in 2024 and all directors attended at least 75% of board and committee meetings; non‑employee directors met in executive session at each regular quarterly meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SKJ Visioneering, LLC | Chief Executive Officer | Since 2014 | Technology consulting leadership; extensive research and 80+ publications; IBM Master Inventor with 40+ patents |
| Global Mobile Finance, Inc. | Chief Executive Officer & Chief Technology Officer | 2018–2023 | Fintech startup leadership, product and technology execution |
| IBM – Central, East & West Africa | Chief Technology Officer | Nov 2012–Feb 2014 | Regional CTO; prior IBM roles included Business Development Executive (Middle East & Africa), CTO for Global SMB, Linux Performance Architect; part of SP2 “Deep Blue” prototype team |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pan-American Life Insurance Group, Inc. | Director | Current | Leading provider of life, accident, and health insurance throughout the Americas |
| IEEE | Fellow; Member | Ongoing | Professional society recognition and membership |
| ACM | Distinguished Engineer; Member | Ongoing | Professional society recognition and membership |
Board Governance
- Independence: The Board determined Dr. Johnson was independent during 2024 under NYSE criteria .
- Committee assignments: Member, Corporate Governance & Nominating (oversees director selection, board/committee/management evaluations, ESG and stockholder engagement); Member, Risk (oversight of ERM, key risks, business continuity) ; Risk Committee meets quarterly and regularly engages on cybersecurity with management and third-party consultants; program aligned with NIST CSF; quarterly briefings to Risk, reporting to Board; company maintains cyber insurance and annual employee training .
- Attendance and engagement: Board met 16 times in 2024; all directors attended at least 75% of aggregate board/committee meetings; independent directors met in executive session at each regular quarterly meeting .
- Governance enhancements: Following 2024 investor outreach (Say‑on‑Pay 68% approval), the Board improved gender diversity by appointing Julie Booth in March 2025; independent directors now hold 78% of seats, 44% racially/ethnically diverse, 33% female .
Fixed Compensation
- Program structure: Non‑employee director compensation includes cash and equity retainers intended to align director interests with shareholders, benchmarked to the executive compensation peer group . Components and standard amounts:
- Board cash retainer: $70,000; Chair: $95,000
- Committee member cash retainer: $8,750 per committee; Chair: $17,500
- Board equity award (RSA): $110,000; Chair: $135,000
- Committee member equity award (RSA): $8,750 per committee; Chair: $17,500
- Annual RSA grants occur on the fifth business day after the annual meeting; RSAs vest 100% on the earlier of first anniversary or next annual meeting (≥50 weeks), subject to continued service; accelerated vesting on death/disability or change in control per plan terms .
- 2024 actual compensation for Dr. Johnson:
- Cash fees earned: $92,090
- Stock awards grant-date fair value: $127,478
- Total: $219,568
- 2024 RSA grant: 4,704 shares (May 23, 2024); vests at earlier of first anniversary or next annual meeting (≥50 weeks), subject to service .
| Component | Amount | Notes |
|---|---|---|
| Board Cash Retainer | $70,000 | Standard program; paid quarterly |
| Committee Cash Retainers | $17,500 | Two committees at $8,750 each |
| 2024 Cash Fees Earned | $92,090 | Includes dividend equivalents payments |
| Board RSA Value | $110,000 | Granted annually |
| Committee RSA Value | $17,500 | Two committees at $8,750 each |
| 2024 Stock Awards (FV) | $127,478 | Grant-date fair value |
| 2024 RSA Shares | 4,704 | Granted 5/23/2024; standard vesting |
| Total 2024 Director Pay | $219,568 | Sum cash + stock award FV |
Performance Compensation
- Dr. Johnson’s director equity awards are time-based RSAs with no performance metrics; vesting schedule detailed below .
| Award Type | Grant Date | Shares/Units | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|
| RSA | 05/23/2024 | 4,704 | 100% on earlier of 1st anniversary or next annual meeting (≥50 weeks); service required; accelerated on death/disability or change in control per plan | N/A – time-based |
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Notes |
|---|---|---|---|
| Pan-American Life Insurance Group, Inc. | Private insurance | Director | Carlos Palomares served on PALIG’s board from 2007–2024; ongoing network overlap with RM’s Board but no identified related‑party transactions with RM . |
- Related-party transactions: Compensation Committee members had no Item 404 relationships in 2024; Board uses a formal related-person transaction policy with Audit Committee approval and director recusal .
Expertise & Qualifications
- Technology and cybersecurity: Information technology, cybersecurity, blockchain, AI, and technology innovation; entrepreneurship experience as CEO/CTO in fintech and consulting .
- Academic and industry recognition: First African American woman to earn a Ph.D. in computer engineering; IEEE Fellow; ACM Distinguished Engineer; IBM Master Inventor with 40+ patents issued/pending; authored/co-authored 80+ publications; part of design team for IBM SP2 that underpinned “Deep Blue” .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total Beneficial Ownership | 14,528 shares | As of April 2, 2025; “<1%” of outstanding |
| Ownership % of Outstanding | <1% | 10,035,287 shares outstanding at record date |
| RSAs Outstanding (12/31/2024) | 4,704 shares | Annual RSA grant outstanding; vest per program |
| Options Outstanding | None | No option awards outstanding for Dr. Johnson |
| Pledging/Hedging | Prohibited | Company prohibits hedging and pledging; retention requirements apply |
| Ownership Guidelines | 5× annual cash retainer | Directors required to hold 5× cash retainer; all directors (excl. Booth appointed 2025) in compliance as of 12/31/2024 |
Governance Assessment
- Board effectiveness: Independent director with strong technology and cybersecurity credentials sits on Risk Committee that receives quarterly briefings, oversees ERM and cyber posture aligned to NIST CSF, and reports to the Board; this strengthens oversight of operational and cyber risks pertinent to consumer finance . CG&N Committee role supports board evaluation, ESG oversight, and stockholder engagement; 2024–2025 engagement led to programmatic changes and improved board diversity .
- Alignment and incentives: Director pay structure blends cash and equity with annual RSAs and ownership guidelines (5× retainer), promoting long-term alignment; Dr. Johnson’s 2024 pay totaled $219,568 with 4,704 RSA shares granted, standard vesting and no performance conditions—consistent with typical independent director pay practices and capped under the plan [$600,000 max per 12 months for directors] .
- Independence and attendance: Independence affirmed; attendance thresholds met across 16 Board meetings in 2024 with executive sessions each quarterly meeting, supporting robust independent oversight .
- Conflicts and related-party exposure: No disclosed related-party transactions involving Dr. Johnson; hedging/pledging prohibited; compliance with stock ownership guidelines noted for directors as of year-end 2024 .
- Signals impacting investor confidence: The Board’s responsiveness to 2024 shareholder feedback (transitioning PRSUs to relative TSR plus ROA modifier for executives, and adding an independent female director) evidences constructive governance evolution; Dr. Johnson’s CG&N Committee role is directly tied to these engagements and oversight .
RED FLAGS: None disclosed for Dr. Johnson regarding related-party transactions, low attendance, pledging, or hedging; director compensation appears standard and within plan limits .