W. Benjamin Kincaid
About W. Benjamin Kincaid
W. Benjamin Kincaid (age 47) is an Independent Director of Royalty Management Holding Corporation (RMCO), appointed November 25, 2024. He is a career U.S. diplomat with field leadership across Africa, the Middle East, and South Asia, and is a leadership advisor with Allegro Group; he holds a BA from Virginia Military Institute and an MA from Georgetown University, and speaks French, Spanish, and Pashto . The Board determined he is independent under Nasdaq standards, including for Compensation Committee service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. diplomatic/national security service | U.S. Diplomat; field leader across Africa, Middle East, South Asia | Not disclosed | Led teams in challenging environments; interagency coordination; partnerships with senior foreign officials |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Allegro Group (talent and leadership transformation) | Leadership Advisor | Not disclosed | Advisory role outside RMCO |
Board Governance
- Committee assignments (per committee matrix in 2025 Proxy): Chair, Compensation Committee; Member, Audit; Member, Nominating .
- Note: Biographical section states “Nominating (Chair), Compensation, and Audit,” which conflicts with the committee matrix (Nominating Chair appears to be Roy A. Smith; Audit Chair appears to be Julie K. Griffith) — a disclosure inconsistency to monitor .
- Independence: Board determined Kincaid is independent under Nasdaq rules; he meets independence requirements for Compensation Committee service .
- Attendance: 100% attendance in 2024; Board met 8 times; standing committees met 6 times .
- Executive sessions: The Board holds independent director sessions “on occasion,” generally with regular meetings .
- Risk oversight alignment: Audit oversees financial risks; Compensation oversees compensation plan risks; Nominating oversees Board composition .
- 2025 shareholder vote: Re-elected with 11,329,182 votes “For,” 14,937 “Against,” 2,630 abstentions (out of 14,938,128 eligible shares) — strong support signal .
Fixed Compensation
| Year | Cash Retainer/Fees ($) | Stock Awards ($) | Notes |
|---|---|---|---|
| 2024 | 0 | 0 | Appointed 11/25/2024 ; no director cash or stock awards recorded for Kincaid |
| 2023 | 0 | 0 | Not on the Board in 2023 |
Sources: Director Compensation Table (2025 Proxy) .
Performance Compensation
| Year | Option/Warrant Awards ($) | Instrument Details | Performance Metrics/Targets |
|---|---|---|---|
| 2024 | 0 | No director option/warrant award recorded for Kincaid | None disclosed |
| 2023 | 0 | N/A | N/A |
Context: In 2024, some other directors received 25,000 stock warrants for Board service (e.g., Griffith and Smith with fair values of $9,476 each), valued via Black-Scholes; no such award is shown for Kincaid in 2024 . No strike, vesting, or expiration terms for director warrants are disclosed in the proxy .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Overlap/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Kincaid . |
Expertise & Qualifications
- World affairs/national security experience; field leadership in high-risk geographies .
- Education: BA (International Studies/Political Science, Virginia Military Institute); MA (Latin American Studies, Georgetown University) .
- Languages: French, Spanish, Pashto .
- Board rationale: relationships and connections across industries; no Item 404(a) related-party interests for Kincaid .
Equity Ownership
| As-of Date | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| 12/31/2024 | 0 | *% | Company had 14,958,817 shares outstanding; “*%” denotes less than 1% . |
Footnotes: Beneficial ownership includes securities acquirable within 60 days; none disclosed for Kincaid .
Related-Party Exposure (Company Context)
- Proxy discloses multiple related-party arrangements with entities affiliated to management (e.g., Wabash Enterprises LLC, Land Resources & Royalties LLC, Land Betterment Corporation, American Resources Corporation, First Frontier Capital LLC). These involve leases, services, aircraft usage, and investments tied to CEO and former CFO — overseen under the Related Persons Transactions Policy by the Audit Committee .
- Kincaid: “no direct or indirect material interest” in any transaction requiring Item 404(a) disclosure .
Policy Signals
- Hedging: Company has not adopted a policy restricting hedging by employees and directors; such transactions are generally permitted — a governance negative for alignment .
- Ownership guidelines: No director stock ownership guidelines disclosed in the proxy .
- Pledging: No pledging policy disclosure found in the proxy .
Governance Assessment
Positives
- Independent director with 100% attendance; appointed Chair of Compensation Committee; member of Audit and Nominating .
- Strong shareholder support in 2025 re-election vote — over 11.3M votes “For” and minimal opposition .
- No related-party transactions involving Kincaid disclosed under Item 404(a) .
Risks and RED FLAGS
- Disclosure inconsistency on committee chair roles (bio says Nominating Chair; matrix shows he chairs Compensation; Nominating Chair appears to be Roy A. Smith) — increases disclosure risk; should be clarified .
- Hedging permitted for directors — weak alignment signal vs. best practices .
- Zero beneficial ownership as of year-end 2024; no ownership guidelines disclosed — limited “skin-in-the-game” at appointment; monitor subsequent ownership buildup .
- Company-level related-party activity with entities tied to management (leases, services, aircraft) — while not implicating Kincaid, the environment raises overall governance risk; oversight resides with Audit Committee .
- Director compensation structure includes stock warrants for some directors (not Kincaid in 2024) rather than time-based RSUs; lack of detailed terms (strike, vesting) reduces transparency .
Appendix: Board/Meeting Data and Votes
- Board/committee meetings in 2024: Board 8; committees 6; each director 100% attendance .
- 2025 Annual Meeting voting (Kincaid): For 11,329,182; Against 14,937; Abstain 2,630 .
- Independence determinations: Kincaid independent; meets Compensation Committee independence .
- Executive sessions: held on occasion without management .