Richard W. Neu
About Richard W. Neu
Richard W. Neu (age 69) is Somnigroup International Inc.’s Lead Independent Director, serving on the Board since October 2015, with more than four decades of finance and governance experience including CFO and public company board leadership roles . He chairs the Human Resources/Capital and Talent Committee (Compensation Committee), and serves on the Audit Committee and the Nominating & Corporate Governance Committee; he is deemed independent under NYSE rules and an audit committee financial expert . His background includes CFO of Charter One Financial, service as Chairman/CEO of MCG Capital, and senior audit roles at KPMG; he holds a B.B.A. in accounting from Eastern Michigan University .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Charter One Financial, Inc. | Chief Financial Officer; Director | CFO 1985–2004; Director 1992–Aug 2004 | Led finance at a major regional bank; board experience during growth phase |
| MCG Capital Corporation | Director; Chairman; Chief Executive Officer | Director 2007–2015; Chairman 2009–2015; CEO Nov 2011–Nov 2012 | Oversaw strategy and operations at a BDC during transition/sale process |
| Dollar Thrifty Automotive Group, Inc. | Lead Director; Audit & Governance Committee Member | Until sale in 2012 | Independent leadership through strategic review and sale |
| Oxford Square Capital Corp. | Director | 2016–2021 | Public company directorship in specialty finance |
| KPMG | Senior Audit Manager | Not disclosed | Audit and financial reporting expertise |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Huntington Bancshares Incorporated (HBAN) | Director; Audit Committee Chair; Nominating & ESG Committee Member; Executive Committee Member | Current | Leads audit oversight; engages on nominating/ESG; executive committee governance |
Board Governance
- Current SGI committee assignments: Chair, Human Resources/Capital & Talent (Compensation); Member, Audit; Member, Nominating & Corporate Governance .
- Independence and expertise: Determined independent under NYSE rules; all Audit members (including Neu) are “audit committee financial experts” .
- Lead Independent Director: Designated Lead Director with defined authorities (agendas, executive sessions, liaison to Chair/CEO, ability to retain advisors); role held by Mr. Neu .
- Attendance and engagement: Board met 7 times in 2024; each director attended >75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting; independent directors met in executive session multiple times, led by the Lead Director .
- Committee activity levels (2024): Audit (6 meetings), Human Resources/Capital & Talent (5), Nominating & Corporate Governance (4) .
- Stockholder engagement: Lead Director and management conducted outreach to top holders representing ~33% of shares outstanding in 2024 .
- Compensation Committee interlocks: None requiring disclosure under SEC rules among current Comp Committee members (Neu, Heil, Madden) .
Fixed Compensation (Director Pay)
| Component | Structure/Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $110,000 | Paid in equal quarterly installments |
| Lead Director Retainer | $45,000 | Additional cash for Lead Independent Director responsibilities |
| Committee Chair Retainer (Compensation) | $15,000 | Annual cash retainer for chairing HR/Capital & Talent Committee |
| Annual Equity Award | Target $150,000 RSUs | Granted as RSUs; 2024 grant equals 2,778 RSUs; vests in full on first anniversary (May 11, 2025) if service conditions met |
| 2024 Cash Actually Paid (Neu) | $170,000 | $110k base + $45k Lead Director + $15k Comp Chair |
| 2024 Equity Actually Granted (Neu) | $149,984 (2,778 RSUs) | Grant-date fair value; vests at first anniversary |
Performance Compensation
| Plan/Metric | Applies to Director Pay? | Details |
|---|---|---|
| Performance-based awards (e.g., PRSUs, bonus metrics) | No | Non-employee directors receive time-based RSUs; no performance metrics or options in 2024 |
Other Directorships & Interlocks
| Company | Status | Committee Roles |
|---|---|---|
| Huntington Bancshares (HBAN) | Current Director | Audit Chair; Nominating & ESG Member; Executive Committee Member |
| Oxford Square Capital (OXSQ) | Former Director (2016–2021) | — |
| Dollar Thrifty Automotive Group | Former Lead Director (through 2012 sale) | Audit & Governance Committee Member |
- Compensation Committee interlocks: None requiring disclosure among current SGI Comp Committee members .
Expertise & Qualifications
- Financial leadership and oversight: Former CFO (Charter One), senior audit background (KPMG), designated audit committee financial expert; extensive public board experience .
- Governance leadership: Lead Independent Director with defined authorities to enhance independent oversight .
- Industry breadth: Banking/financial services, consumer/retail, and specialty finance directorships .
- Education: B.B.A. in accounting, Eastern Michigan University .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (3/18/2025) | 168,818 shares; represents less than 1% of outstanding shares (of 208,582,329) |
| Outstanding Director RSUs (12/31/2024) | 8,624 RSUs (vested/deferred per footnote (a)); 2,778 RSUs unvested from 2024 grant |
| Options Outstanding | None reported for Mr. Neu (director options outstanding table shows none) |
| Hedging/Pledging | Prohibited for directors under Insider Trading & Confidentiality Policy |
| Stock Ownership Guidelines | Directors required to hold 5x annual cash retainer; five-year compliance window; all directors in compliance for 2024 |
Related-Party Transactions and Conflicts
- No related-party transactions disclosed for Mr. Neu; the only director-related transactions disclosed involve joint ventures with entities affiliated with Director Simon John Dyer; the NCG Committee flagged Mr. Dyer as non-independent and a “Related Party,” with recusals on interested transactions .
- Anti-hedging/anti-pledging policies reduce alignment risks; RSUs and ownership guidelines promote director-stockholder alignment .
Say-on-Pay & Shareholder Feedback (Context for Comp Committee Chair role)
- 2024 say‑on‑pay support exceeded 98% of votes cast, reflecting broad investor approval of the program that Mr. Neu oversees as Compensation Committee Chair .
- Committee uses an independent consultant (Pearl Meyer) and maintains an updated peer group and clawback policy (amended to comply with SEC/NYSE rules in 2023) .
Risk Indicators & Red Flags
- Attendance/engagement: Each director exceeded the 75% meeting attendance threshold; Board met 7x in 2024; committees were active (Audit 6x, Compensation 5x, NCG 4x) .
- Hedging/pledging: Prohibited, mitigating alignment risks .
- Compensation governance: No option repricing without shareholder approval; no single-trigger cash severance for CIC; clawback policy in place; no director options granted in 2024 .
- Section 16 reporting: Company states all required insider filings were timely for 2024 .
- Related-party exposure: None disclosed for Mr. Neu; Dyer-related JV transactions reviewed under policy with recusals .
Governance Assessment
- Strengths: Independent Lead Director with robust authorities; Compensation Committee Chair with strong investor support for pay program; Audit Committee financial expertise; proactive shareholder engagement (~33% of shares) .
- Alignment: Meaningful equity ownership, time-based RSU grants, 5x retainer ownership guideline, anti-hedging/pledging policy; all directors in compliance in 2024 .
- Watch items: Significant external responsibilities (e.g., Audit Chair at HBAN) require continued monitoring of time commitments; 2024 attendance met requirements and committees were active .
- Overall: Governance profile supports investor confidence—independence, oversight capacity, and compensation governance practices appear robust, with no disclosed Neu-specific conflicts or red flags .