Natale Ricciardi
Director at RPID
Board
About Natale Ricciardi
Age 76; independent Class II director since March 2016. Ricciardi spent a 39‑year career at Pfizer, retiring in 2011 as a member of the Executive Leadership Team; he led Pfizer Global Manufacturing as President and Senior Vice President (2004–2011), previously oversaw U.S. manufacturing (1999–2004) and served as VP Manufacturing for Animal Health (1995–1999). He holds an MBA in Finance and International Business (Fordham University) and a B.E. in Chemical Engineering (City College of New York) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer Inc. | President, Global Manufacturing; Senior Vice President | 2004–2011 | Responsible for internal/external supply and global manufacturing |
| Pfizer Inc. | Oversight of U.S. Manufacturing | 1999–2004 | Led U.S. operations |
| Pfizer Inc. (Animal Health Group) | Vice President, Manufacturing | 1995–1999 | Manufacturing leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dynavax Technologies Corporation (Nasdaq: NVAX) | Director | Jun 2013–May 2023 | Not disclosed |
| Prestige Consumer Healthcare, Inc. (NYSE: PBH) | Director | May 2016–Aug 2024 | Not disclosed |
| Healthcare Royalty Partners | Senior Advisory Board member | Current | Advisory role |
Board Governance
- Independence: Board determined Ricciardi is independent under Nasdaq rules (Feb 2025) .
- Committees: Compensation Committee member; Nominating & Corporate Governance Committee member .
- Attendance: Board held five meetings in 2024; each director attended at least 75% of Board and committee meetings. Ricciardi attended the 2024 Annual Meeting of Stockholders .
- Executive sessions: Independent directors meet regularly in executive session .
| Committee | Ricciardi Role | 2024 Meetings | Independence Confirmation |
|---|---|---|---|
| Compensation | Member | 4 | Independent under Nasdaq rules for compensation committees |
| Nominating & Corporate Governance | Member | 2 | Independent for nominations committee purposes (Mar 2024 review) |
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | 52,500 |
| Stock Awards (grant-date fair value) | 11,726 |
| Option Awards (grant-date fair value) | 12,320 |
| Total | 76,546 |
| Cash Program Elements (as amended Feb 6, 2024) | Amount (USD) |
|---|---|
| Annual Director Fee | 40,000 |
| Compensation Committee Member | 7,500 |
| Nominating & Corporate Governance Committee Member | 5,000 |
| Chair/Lead Director, Audit roles | Not applicable to Ricciardi |
Mix signal: ~69% cash ($52.5k) vs ~31% equity ($24.0k grant-date value), indicating modest equity alignment for 2024 derived from disclosed values .
Performance Compensation
| Equity Award Type | Grant Date | Shares/Units | Vesting Schedule | Change-in-Control Terms |
|---|---|---|---|---|
| Annual Option | May 23, 2024 | 28,650 | Vests in full on earlier of May 23, 2025 or day prior to 2025 Annual Meeting; time-based | Vests in full upon change in control |
| Annual RSU | May 23, 2024 | 14,300 | Vests on earlier of May 23, 2025 or day prior to 2025 Annual Meeting; time-based | Vests in full upon change in control |
| Performance Metrics Tied to Director Compensation | Disclosure |
|---|---|
| Financial/TSR/ESG metrics | None disclosed for non-employee directors; equity awards are time-based |
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock | Notes |
|---|---|---|---|
| Dynavax Technologies (Nasdaq: NVAX) | Public | None disclosed | Former director; tenure noted above |
| Prestige Consumer Healthcare (NYSE: PBH) | Public | None disclosed | Former director |
| Healthcare Royalty Partners | Private/Advisory | None disclosed | Senior Advisory Board |
Compensation committee interlocks: None; no cross-comp relationships disclosed for 2024, and Ricciardi is a non-employee director .
Expertise & Qualifications
- Deep manufacturing and global supply chain leadership; former Pfizer Executive Leadership Team member .
- Financial oversight exposure via board service; currently serves on Nominating & Governance and Compensation committees at RPID .
- Education: MBA (Fordham), B.E. Chemical Engineering (CCNY) .
Equity Ownership
| Ownership Detail (as of Apr 7, 2025) | Shares | % of Class A |
|---|---|---|
| Total beneficial ownership (Class A) | 179,792 | <1% |
| RSUs vesting within 60 days | 14,300 | — |
| Options exercisable within 60 days | 151,192 | — |
| Options unvested (scheduled) | 28,650 | — |
- Anti-hedging: Company policy prohibits directors from engaging in hedging transactions (e.g., collars, swaps, exchange funds) involving company stock .
- Pledging: No specific pledging prohibition disclosed in proxy; no pledging by Ricciardi disclosed.
- Outstanding awards at 12/31/2024: 14,300 RSUs scheduled to vest at next annual cycle; 151,192 options outstanding (122,542 vested; 28,650 unvested scheduled to vest at next annual cycle); change-in-control full vesting applies .
Governance Assessment
- Board effectiveness: Ricciardi brings substantial operational/manufacturing expertise supportive of oversight of supply chain, operations, and compensation policy deliberations; active on Compensation (4 meetings) and Nominating (2 meetings) committees in 2024, with at least 75% attendance and Annual Meeting participation—signals engagement .
- Independence: Affirmatively determined independent by the Board (Feb 2025), including for committee-specific independence requirements; Compensation consultant (Aon) assessed as independent—reduces pay-setting conflicts .
- Alignment: Equity grants are modest and time-based; director awards now include RSUs (added Feb 6, 2024) alongside options, with single-trigger change-in-control vesting—provides retention but can be shareholder‑unfriendly if not performance‑linked; note as a potential red flag for alignment rigor .
- Structure risk: Classified (staggered) board with removal only for cause and a two‑thirds vote may entrench incumbents and delay change in control—investor oversight consideration .
- Related-party exposure: No Ricciardi-specific related person transactions disclosed; audit committee oversees any related person transactions under a formal policy .
Overall: Strong operational credentials and committee engagement; independence affirmed. Watch points include single-trigger CIC vesting for director equity and the company’s staggered board/removal thresholds; no disclosed conflicts or hedging/pledging issues, and beneficial ownership <1% suggests limited personal capital at risk, partially offset by time-based equity holdings .