Darla M. Romfo
About Darla M. Romfo
Independent Class II director (term expires at the 2027 annual meeting), age 64. Lawyer and CPA with experience across private practice (tax law), U.S. Senate policy roles, and long-term nonprofit executive leadership. President and COO of Children’s Scholarship Fund since 1999. Determined independent under NASDAQ standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private practice (law) | Attorney (Tax Law) | Not disclosed | Legal/financial expertise brought to audit/governance work |
| U.S. Senate (Sens. Kent Conrad, John Breaux) | Counsel; Legislative Director; Senate Finance Committee support | Not disclosed | Federal policy/finance exposure; leadership experience |
| Children’s Scholarship Fund | President & COO | Since 1999 | National nonprofit leadership; operational rigor |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Drexel Fund | Board member | Not disclosed | Education finance/charter initiatives |
| Brilla College Prep Charter Schools | Board member | Not disclosed | Charter oversight |
| The Cloisters on the Platte | Board member | Not disclosed | Nonprofit governance |
| Invest in Ed | Board member | Not disclosed | Education policy/advocacy |
Board Governance
- Committee assignments: Audit (member), Compensation (member), Nominating & Corporate Governance (Chair). Audit Chair is Richard J. Burns (financial expert).
- Independence: Board majority independent; Romfo qualifies as independent under NASDAQ.
- Attendance/engagement: Board met 6 times; Audit 4; Compensation 1; Nominating 6 in 2024. All directors attended 100% of Board and their committee meetings; independents held six executive sessions.
- Leadership structure: Combined Chair/CEO (Richard R. Hough III); no Lead Independent Director (Board relies on active independent committee leadership).
- Staggered board: Class II includes Romfo; term through 2027.
- Annual meeting presence: Three directors attended the 2024 annual meeting.
- Stockholder engagement: Targeted outreach in 2024; no issues raised on executive compensation structure/amounts.
Fixed Compensation
Program structure (non‑employee directors):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Paid quarterly in arrears |
| Annual equity retainer (RSUs) | $50,000 | RSUs vest on 3rd anniversary; Class A RSUs |
| Committee membership fee | $5,000 per committee | Annual cash, per committee |
| Committee chair fees | Audit $10,000; Comp $5,000; Nominating $5,000 | Annual cash |
| Advisory fee discount (optional) | Offered | Discounted investment management for directors; reimbursed travel expenses |
2024 actuals (Romfo):
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $70,000 |
| Fees Earned or Paid in Stock ($) | $50,000 |
| Other Compensation ($) | — |
| Total ($) | $120,000 |
| Unvested RSUs held (12/31/2024) | 6,100 (vest on 3rd anniversary of grant) |
Performance Compensation
- Equity structure: Annual director RSUs time‑based; no performance metrics. RSUs vest on the third anniversary of grant date, conditioned on continuous service. Awards subject to the Company’s clawback policy; no tax gross‑ups; no dividends on unearned awards.
Equity award mechanics (Romfo):
| Award Type | Grant Structure | Vesting | Clawback/Other Terms |
|---|---|---|---|
| Annual RSUs (Class A) | $50,000 grant‑date fair value | 100% at 3rd anniversary (continuous service) | Clawback applies; no dividends on unearned awards; no tax gross‑ups |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in proxy |
| Private/nonprofit boards | Drexel Fund; Brilla College Prep; The Cloisters on the Platte; Invest in Ed |
| Potential interlocks with SAMG clients/suppliers | None disclosed |
| Related‑party exposure | None disclosed involving Romfo; Company maintains formal related person transaction policy and lists current transactions (principals). |
Expertise & Qualifications
- Credentials: CPA; JD (George Washington University Law School); BA Political Science and BSBA Accounting (University of North Dakota).
- Sector breadth: Experience across private sector tax law, federal legislative process, and nonprofit operations; frequent speaker on education/parental choice.
- Board skills relevance: Legal/financial acumen for Audit; governance leadership as Nominating & Corporate Governance Chair.
Equity Ownership
| Holder | Class A Shares | Class B Units | Ownership % (A) | Voting Power % (Total) |
|---|---|---|---|---|
| Darla M. Romfo | 2,334 | — | <1% | <1% |
| Unvested RSUs (12/31/2024) | 6,100 | — | n/a | n/a |
Alignment policies:
- Hedging/short sales prohibited for directors/officers; Insider Trading Policy in place.
- Director ownership guidelines: Not disclosed in proxy; RSU grants provide ongoing equity exposure.
- Pledging: Not disclosed.
Governance Assessment
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Strengths
- Independent director with legal and accounting credentials; sits on Audit and Compensation; chairs Nominating & Corporate Governance — positive for board oversight quality.
- 100% meeting attendance across Board/committees in 2024; independent executive sessions after each Board meeting — strong engagement.
- Director equity retainer with clawback and no tax gross‑ups; prohibition on hedging — alignment and governance best practices.
-
Watch‑items / RED FLAGS
- Combined Chair/CEO without a Lead Independent Director — potential concentration of power; mitigated by active independent committee leadership but remains a governance risk.
- Staggered board structure — can entrench directors and reduce shareholder influence on board refresh.
- Discounted advisory fee program for directors could create perceived conflicts; Romfo reported no “Other Compensation” in 2024, which mitigates optics for her specifically.
- Tax Receivable Agreement and related arrangements with principals (not directors) indicate structural conflicts in broader governance environment; no direct tie to Romfo disclosed.
-
Shareholder signals
- Targeted investor outreach in 2024 with no issues raised regarding executive compensation structure/amounts; Board recommends annual say‑on‑pay frequency.
-
Overall view
- Romfo’s independence, credentials, and committee roles (including chairing Nominating & Corporate Governance) support board effectiveness. Absence of individual conflicts and full attendance bolster investor confidence. Company‑level structure (combined Chair/CEO, classified board) is a governance overhang to monitor.