Steven Capelli
Rimini StreetAbout Steven Capelli
Steven Capelli (age 67) is an independent Class III director of Rimini Street, Inc., serving on the board since October 2017 after previously serving on the board of RSI from January 2014; he chairs the Nominating & Corporate Governance Committee and, effective August 21, 2024, the Compensation Committee, and is also a member of the Audit Committee . The Board has determined he is independent under Nasdaq and SEC standards . He is a former CRO, CFO and COO of BlackBerry, and previously held senior leadership roles at Sybase and Siemens-Pyramid; he holds a B.S. in Accounting (The College of New Jersey) and an MBA (Rutgers University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackBerry Limited | Chief Revenue Officer | Oct 2019 – Oct 2020 | Senior operating leadership in enterprise software/services |
| BlackBerry Limited | Chief Operating Officer | Mar 2018 – Feb 2019 | Company-wide operations leadership |
| BlackBerry Limited | Chief Financial Officer | Oct 2016 – Oct 2019 | Financial leadership during transformation |
| Sybase, Inc. (acquired by SAP) | President, Worldwide Field Operations | Aug 2006 – Apr 2012 | Global go-to-market leadership in enterprise software |
| Siemens-Pyramid (Siemens Nixdorf subsidiary) | CFO; VP InterContinental Sales; Director of Field Operations | Aug 1992 – Dec 1997 | Finance and global sales leadership |
| Apropos Technology, Inc. (public) | Director | Jan 2005 – Nov 2005 | Board service at public software firm |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MLOGICA, LLC (private) | Chairman of the Board | Appointed Oct 2020 – present | Technology and product consulting company |
| Various private companies | Director | Ongoing | Unspecified private board roles |
| Private investor/advisor | — | Since Oct 2020 | Advisory activities post-BlackBerry |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Chair, Compensation (effective Aug 21, 2024); Member, Audit .
- Independence: Board determined Capelli is independent; all board committees are comprised exclusively of independent directors .
- Attendance and engagement: In 2024, the Board held 11 meetings (Audit 4; Compensation 6; Nominating 4). Each director attended at least 75% of Board and applicable committee meetings; all incumbent directors attended the 2024 annual meeting .
- Board structure context: RMNI maintains a classified board (Capelli is Class III; term through 2026). The company states a classified board supports long-term oversight and reduces vulnerability to coercive takeovers; changing a majority requires at least two annual meetings .
- Lead Independent Director and executive sessions: Jack Acosta serves as Lead Independent Director; independent directors meet regularly in executive sessions without management .
Fixed Compensation
2024 non-employee director compensation for Capelli:
| Item | Amount/Detail |
|---|---|
| Board annual cash retainer | $40,000 |
| Committee retainers (subtotal) | $30,210 (Nominating Chair $10,000; Audit member $10,000; Comp member (pro-rated) $4,789; Comp Chair (pro-rated) $5,421) |
| Special Committee cash retainers | $116,000 (additional monthly retainers paid in 2024) |
| Total cash compensation | $186,210 |
| Equity grant (RSUs) | 65,335 RSUs granted 6/6/2024; 100% vest on 6/5/2025; grant date fair value $179,998 |
| Options granted in 2024 | None (no option awards to non-employee directors in 2024) |
| Total 2024 director compensation | $366,208 |
Notes:
- The Special Committee was comprised entirely of independent directors and paid additional monthly retainers in 2024 (Chair: $20,000/month; members: $15,000/month) . Capelli received $116,000 under this program in 2024 .
Performance Compensation
| Element | Structure |
|---|---|
| Performance-linked metrics | None disclosed for directors; annual RSU grants vest time-based (1-year) |
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Notes |
|---|---|---|---|
| MLOGICA, LLC | Private | Chairman of the Board | External chair role; no RMNI related-party transaction disclosed |
| Apropos Technology, Inc. | Public (historic) | Director (2005) | Prior public board service |
- Compensation Committee interlocks: None of RMNI’s executives serve on boards/committees that would create compensation interlocks; committee members (including Capelli) are non-employees .
Expertise & Qualifications
- Audit Committee financial expert (as defined by SEC) and satisfies Nasdaq financial sophistication requirements .
- Deep enterprise software operating and financial experience (BlackBerry CFO/COO/CRO; Sybase senior executive) .
- Education: B.S. in Accounting (The College of New Jersey); MBA (Rutgers University) .
- Independent director experienced in governance and succession oversight (chairs Nominating & Compensation) .
Equity Ownership
Beneficial ownership as of April 15, 2025:
| Component | Shares | Notes |
|---|---|---|
| Shares owned (individual) | 207,659 | Common stock held individually |
| Shares held via trust | 100 | Steven Capelli Living Trust |
| Options exercisable within 60 days | 17,655 | Outstanding options |
| RSUs vesting within 60 days | 65,335 | Board RSUs vest 6/5/2025 |
| Total beneficial ownership | 290,749 | Less than 1% of outstanding shares |
Additional alignment and risk controls:
- Hedging and pledging of company securities by directors are prohibited under RMNI’s Insider Trading Policy .
- No Capelli-specific related person transactions are identified in the Related Person Transactions section (which discloses items relating to Adams Street Partners and the CEO’s spouse) .
Insider Trades and Section 16 Compliance
| Item | Status |
|---|---|
| Delinquent Section 16 filings (FY2024) | None disclosed for Capelli; company noted only one administrative delay for another officer (David Rowe) |
Governance Assessment
-
Strengths
- Independent director chairing two key committees (Compensation and Nominating) with Audit Committee membership; designated as an Audit Committee financial expert, enhancing board oversight of pay, succession, and financial reporting .
- Attendance and engagement appear satisfactory: each director attended at least 75% of applicable meetings; board and committee cadence is robust (Board 11; Audit 4; Compensation 6; Nominating 4 in 2024) .
- Director equity is delivered via RSUs (65,335 units; $179,998 FV) that vest over the service period, and hedging/pledging are prohibited—both supportive of alignment with shareholders .
-
Watch items / potential investor scrutiny
- Special Committee retainers materially increased Capelli’s cash fees in 2024 ($116,000 in special fees vs. $40,000 base board retainer; total cash $186,210), which investors may scrutinize for scope, duration, and outcomes given the magnitude relative to standard director fees .
- Classified board structure remains in place (Capelli’s Class III term through 2026). While RMNI argues this supports long-term oversight and reduces exposure to coercive bids, some investors prefer annual elections for accountability; changes in board control would require at least two annual meetings under the current structure .
-
Committee independence and interlocks
- Compensation Committee comprises independent directors; no executive interlocks or insider participation disclosed, mitigating conflicts in pay-setting .
Overall, Capelli’s extensive operating/financial background, independence, committee leadership, and Audit Committee financial expert designation support board effectiveness, with attention warranted on the scale of 2024 Special Committee fees and the broader classified board structure as governance considerations for shareholders .