Katherine L. Scherping
About Katherine L. Scherping
Independent director at RE/MAX Holdings (RMAX), age 65, serving since 2022; currently Chair of the Audit Committee. Former CFO at National CineMedia (2016–2020), Quiznos (2013–2016; also Interim CEO in 2016), Red Robin, and Tanning Technology; CPA and CGMA. Education: B.S. in Accounting, Northern Illinois University. Recognized by the Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RE/MAX Holdings | Director | Dec 2022–present | Audit Committee Chair (2025); Audit member (2024); Finance & Investment Chair (2024); Finance & Investment member (2025, committee wound down 4/1/2025) |
| National CineMedia, Inc. | Chief Financial Officer | 2016–2020 | Senior finance leadership for public company |
| Quiznos (QCE, LLC) | Chief Financial Officer; Interim CEO | CFO 2013–2016; Interim CEO 2016 | Franchisor turnaround leadership |
| Red Robin Gourmet Burgers, Inc. | Chief Financial Officer | Prior tenure (date not specified in RMAX proxy) | Public company finance oversight |
| Tanning Technology Corporation | Chief Financial Officer | Prior tenure (date not specified in TBCH filing) | Technology services finance oversight |
| Papa Murphy’s Holdings, Inc. | Director; Audit Committee Chair | 2017–2019 | Audit chair until acquisition by MTY Food Group |
External Roles
| Company | Exchange/Ticker | Role | Committees |
|---|---|---|---|
| Turtle Beach Corporation | NYSE: TBCH | Director | Audit Committee Chair; Nominating & Governance Committee; Value Enhancement Committee |
| KLS Advisors, Inc. | Private | CEO | Financial and executive leadership advisory |
Board Governance
- Independence: Board determined Scherping is independent under NYSE standards and Company guidelines.
- Committee leadership and expertise: Audit Committee Chair; designated an “audit committee financial expert.”
- Meeting cadence and attendance: Board met 6 times in 2024; Audit 7, Compensation 4, Nominating & Governance 4, Finance & Investment 4; all directors attended 100% of Board and applicable committee meetings in 2024. Finance & Investment Committee was wound down effective April 1, 2025.
Fixed Compensation
| Element | Annual Amount ($) | Notes |
|---|---|---|
| Base retainer (cash) | 80,000 | Non-employee director retainer |
| Equity grant (RSUs) | 100,000 | RSUs vest after ~1 year |
| Lead Independent Director add’l | 30,000 | Not applicable to Scherping |
| Audit Chair add’l | 25,000 | Applicable to Scherping (Audit Chair) |
| Audit Member add’l | 12,500 | Not applicable when Chair |
| Compensation Chair add’l | 15,000 | Not applicable |
| Compensation Member add’l | 6,000 | Not applicable |
| Nominating & Gov Chair add’l | 15,000 | Not applicable |
| Nominating & Gov Member add’l | 6,000 | Applicable in 2024 |
| Finance & Investment Chair add’l | 10,000 | Applicable in 2024 when chair |
| Finance & Investment Member add’l | 5,000 | Applicable in 2025 until wind-down |
| Director | Fees Earned (Cash) ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Katherine L. Scherping (FY2024) | 106,250 | 100,003 | 1,244 | 207,497 |
Notes:
- As of Dec 31, 2024, Scherping had 11,364 unvested RSUs vesting on May 1, 2025.
Performance Compensation
Directors receive time-based RSUs (no performance metrics); vesting aligns director incentives with shareholder value and prohibits dividend payments on RSUs until vesting.
| Year | RSU Units (unvested at year-end) | Vest Date | Grant-Date Fair Value ($) |
|---|---|---|---|
| 2023 | 5,409 | Mar 1, 2024 | 104,231 |
| 2024 | 11,364 | May 1, 2025 | 100,003 |
| 2025 | 13,090 (award reported) | ~1-year vest (standard structure) | Standard annual RSU; Form 4 award recorded |
Policy and metrics overview (directors):
- RSUs vest after ~1 year; no options granted to directors in the period disclosed; dividend equivalents paid only upon RSU vesting.
Other Directorships & Interlocks
- Current public company boards: Turtle Beach (Audit Chair; Nominating & Governance; Value Enhancement Committee).
- Prior public company boards: Papa Murphy’s (Audit Chair 2017–2019).
- Interlocks/conflicts: Company disclosed no compensation committee interlocks; directors on the Compensation Committee had no Item 404 relationships; Scherping is not listed among compensation committee members in 2025.
Expertise & Qualifications
- Designated “audit committee financial expert”; deep public-company CFO experience across franchisor and consumer businesses; CPA, CGMA.
- Board has cybersecurity and ERM oversight concentrated in Audit; Scherping chairs RMAX Audit and is Audit Chair at TBCH.
Equity Ownership
| Measure | Value | As-of | Source |
|---|---|---|---|
| Beneficial ownership (Class A shares) | 6,647 | Record date Apr 1, 2024 | |
| Unvested RSUs (RMAX) | 11,364 (vest May 1, 2025) | Dec 31, 2024 | |
| Anti-hedging/pledging policy | Hedging/pledging prohibited without Board approval; no consents granted | Policy in force | |
| Director stock ownership guideline | 3x base cash retainer | Policy level | |
| Form 4—RSU award | 11,364 awarded; post-transaction holdings 18,011 | Transacted May 22, 2024 | |
| Form 4—RSU award | 13,090 awarded; post-transaction holdings 31,101 | Transacted May 14, 2025 |
Insider transactions summary (RMAX):
| Transaction Date | Filing Date | Type | Units | Post-Transaction Holdings | Form 4 URL |
|---|---|---|---|---|---|
| 2023-05-24 | 2023-05-26 | A (Award) | 5,409 | 6,647 | |
| 2024-05-22 | 2024-05-24 | A (Award) | 11,364 | 18,011 | |
| 2025-05-14 | 2025-05-16 | A (Award) | 13,090 | 31,101 |
Guideline compliance: The Company’s guidelines allow unvested time-based RSUs to count; specific compliance status for Scherping is not disclosed.
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2024 Advisory vote on NEO compensation | 24,105,930 | 1,404,619 | 40,923 | 2,306,927 |
Management conducts regular investor outreach and reports feedback to the Board; in recent outreach, contacted ~40% and met ~30% of outstanding Class A shares (2024 metrics).
Governance Assessment
- Board effectiveness: Scherping chairs a fully independent Audit Committee; designated “financial expert”; Audit oversees financial reporting, ERM, cybersecurity, and related-party reviews, strengthening investor confidence.
- Independence and attendance: Independent director with 100% attendance across Board/committees in 2024; signals strong engagement.
- Alignment and incentives: Director compensation balanced (cash retainer + one-year RSUs); anti-hedging/pledging policy; ownership guideline set at 3x base retainer and counts unvested time-based RSUs.
- Related-party oversight: Audit Committee reviews and approves related-party transactions; no adverse disclosures involving Scherping.
- External commitments: Also Audit Chair at Turtle Beach; multi-board audit responsibilities can enhance cross-industry risk oversight (no time-conflict issues disclosed).
Red flags: None disclosed regarding conflicts, related-party transactions, hedging/pledging, or low attendance for Scherping. The Finance & Investment Committee wind-down in 2025 shifts capital structure risk oversight to Audit, increasing Audit workload but within disclosed charter responsibilities.