Mel Keating
About Mel Keating
Independent director and current Board Chair at Rocky Mountain Chocolate Factory (RMCF) since November 2024; age 78 as of June 1, 2025. Background includes CEO experience, extensive public board service, and capital markets expertise. Education: B.A. Art History (Rutgers; Henry Rutgers scholar), M.S. Accounting and M.B.A. Finance (Wharton; Shell Oil and Benjamin Franklin fellow). Core credentials include serving as Audit Committee financial expert and membership on Audit, Compensation, and Nominating & Corporate Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alliance Semiconductor Corp. | President & Chief Executive Officer | Not disclosed | Led strategic break-up into three parts and sale to different buyers |
| Warburg Pincus Equity Partners | Strategy Consultant | Not disclosed | Strategy consulting; finance and capital markets acumen |
| Consulting to PE/Hedge Funds | Investment Advisor/Consultant | Since Nov 2008 | Ongoing advisory services to alternative asset managers |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Agilysys, Inc. | Director | Current | Hospitality software; public company governance experience |
| MagnaChip Semiconductor Corp. | Director | Until late 2023 | Semiconductor industry oversight; ended in 2023 |
| SPS Commerce; Vitamin Shoppe; TowerJazz Semiconductor Ltd.; Red Lion Hotels; Crown Crafts Inc. | Director (various) | Not disclosed | Has served on nearly 20 public company boards over career |
Board Governance
- Board Chair; member of Audit, Compensation, and Nominating & Corporate Governance Committees; Chair of the Audit Committee .
- Independence: Board determined Keating is independent under Nasdaq rules; also qualifies as an Audit Committee financial expert .
- Attendance: Board met 20 times in FY2025; each director attended at least 75% of Board and applicable committee meetings .
- Committee activity levels: Audit Committee met 4 times; Compensation Committee met 3 times; Nominating & Corporate Governance Committee met 3 times in FY2025 .
Fixed Compensation
| Component | Amount/Policy | FY2025 Actual (Keating) |
|---|---|---|
| Board cash retainer | $8,000 per quarter | $46,852 cash fees |
| Board Chair retainer | Additional $5,000 per quarter | Included in FY2025 cash total |
| Committee chair retainer | Additional $2,500 per quarter (Audit, Compensation, NCGC chairs) | Keating was Audit Chair; included in FY2025 cash total |
| Meeting fees | Not disclosed | Not disclosed |
Performance Compensation
| Component | Grant Date | Grant Value | Instrument | Vesting | Performance Metric | Notes |
|---|---|---|---|---|---|---|
| Annual director equity | November 30 annually | $40,000 policy; Keating FY2025 stock awards $41,064 | Restricted Stock Units (RSUs) | 25% on grant date; remainder in equal quarterly installments over 12 months | None (time-based RSUs; no performance conditions) | RSUs determined by 10-day VWAP prior to grant date |
- Director stock ownership guidelines: Value equal to 3x annual Board cash retainer; compliance required within five years from later of appointment or policy adoption .
Other Directorships & Interlocks
| Company | Relationship to RMCF | Potential Interlock Risk |
|---|---|---|
| Agilysys, Inc. (hospitality software) | No disclosed transactions with RMCF | Low; sector adjacency but no related-party exposure disclosed |
| MagnaChip Semiconductor (ended 2023) | None disclosed | None; tenure ended prior to FY2025 |
- Related-party transactions disclosed involve other directors (Craig debt facility; Craig/Harper equity issuance) and GVIC agreement overseen by disinterested directors; no transactions identified involving Keating .
Expertise & Qualifications
- Financial expert designation; deep experience in corporate governance, finance, and capital markets; prior public company CEO experience .
- Track record managing strategic restructurings and board oversight across multiple industries .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Mel Keating | 15,209 | <1% | As of May 30, 2025; total shares outstanding 7,765,486 |
- Vested vs. unvested breakdown: Not disclosed .
- Pledging/Hedging: Not disclosed .
- Ownership guideline compliance: Directors have up to five years; Keating appointed Nov 2024 → compliance window through Nov 2029 .
Governance Assessment
- Strengths: Independent director; Audit Committee Chair and financial expert; strong attendance; balanced cash/equity mix with clear vesting; ownership guidelines in place .
- Alignment: Annual RSU grants with staged vesting support ongoing engagement; beneficial ownership present (15,209 shares) though modest given recent appointment .
- Potential concerns: Multiple committee roles plus Board Chair concentrates governance responsibilities; board-level related-party transactions with other directors raise oversight demands for Audit/Nominating committees, increasing importance of Keating’s independent leadership and financial oversight .
- No disclosed conflicts, related-party transactions, or legal proceedings involving Keating; Section 16 filings for Keating are current (Form 3 upon appointment) .
Insider Filings
| Filing | Date | Content |
|---|---|---|
| Form 3 (Initial Ownership) | December 12, 2024 | Reported initial beneficial ownership upon appointment to Board on November 26, 2024 |
Key Policies and Protections
- Clawback Policy for executives adopted November 2023 under SEC/Nasdaq rules (applies to excess incentive-based comp on restatement); director equity grants are time-based and not performance-linked .
- Related Party Transaction Policy in place; oversight by Audit Committee; governance documents publicly available .
Summary Signals for Investors
- Positive governance indicators: Independence, Audit Chair with financial expert status, structured director compensation and stock ownership guidelines, and documented committee activity and attendance .
- Monitoring areas: Board Chair plus Audit Chair role concentration; ensure robust independence in approving and reviewing significant transactions involving other directors (debt facility, equity placements, cooperation agreements) .