Richard Gerhardt
About Richard Gerhardt
Independent director of Smith-Midland Corporation since 2016; age 58; background in logistics, sales leadership, and corporate development, with public-sector service as a county supervisor. Current roles include President of Sales Services International, Inc. (consulting), Chief Sales Officer at IMEX Global Solutions, Inc. (since April 2020), and Corporate Development Officer at Palladin Consulting, LLC (since May 2024). Education: B.A. in Business Administration with a minor in Economics from Washington College (Chestertown, MD). Independence affirmed under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MSI Worldwide | President, COO, and shareholder; culmination in acquisition by Belgian Post | ~8 years within 2003–2014 | Led through sale process; logistics operating experience |
| DHL Global Mail | Senior roles (logistics) | Within 2003–2014 | Global shipping/logistics experience |
| ESI Global Logistic | Senior roles (logistics) | Within 2003–2014 | Global shipping/logistics experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sales Services International, Inc. | President | Current | Consulting firm |
| IMEX Global Solutions, Inc. | Chief Sales Officer | Since April 2020 | Logistics company |
| Palladin Consulting, LLC | Corporate Development Officer | Since May 2024 | Software services company |
| Fauquier County, VA (Cedar Run District) | Elected Supervisor | Since 2016 | Public office (time commitments) |
Board Governance
- Independence: Determined independent (along with Bruner and Van de Water). Ashley B. Smith and Matthew I. Smith are not independent (management).
- Committee assignments (FY2024 structure; unchanged in 2025):
- Compensation Committee: Gerhardt (Chair); members Bruner, Van de Water. Five meetings in FY2024.
- Audit Committee: Members Bruner (Chair), Van de Water, Gerhardt. Seven meetings in FY2024.
- Nominating & Governance Committee: Members Bruner, Van de Water (Chair), Gerhardt. Two meetings in FY2024.
- Attendance and engagement: Board met five times in 2024; all directors attended all Board and committee meetings except Mr. Gerhardt, who missed one Board meeting (implies 4/5 board attendance; committee attendance not flagged).
- Leadership structure: Combined CEO/Chairman; no lead independent director.
- Insider trading/pledging: Policy prohibits short sales, certain hedging/monetization, margin accounts, or pledging without prior CEO approval; no approvals were granted to directors or NEOs in 2024.
- Related-party transactions: None required to be disclosed under Item 404 of Regulation S-K.
- Committee interlocks: None for Compensation Committee.
| Committee | Role for Gerhardt | Members | FY2024 Meetings |
|---|---|---|---|
| Compensation | Chair | Gerhardt; Bruner; Van de Water | 5 |
| Audit | Member | Bruner (Chair); Van de Water; Gerhardt | 7 |
| Nominating & Governance | Member | Bruner; Van de Water (Chair); Gerhardt | 2 |
Fixed Compensation
- Director Pay Structure: For 2024, non-executive directors were to receive $40,000 cash plus $15,000 in stock; in February 2025, the $15,000 intended stock for 2024 was instead paid as $15,000 cash. No additional pay for management directors; expenses reimbursed.
- 2023 policy: $3,000 per meeting; plus $3,000 annual fee for Audit Chair; $3,000 for Compensation Chair. Effective 1/1/2024, the board moved to $40,000 annual cash retainer plus $15,000 in stock (immediate vest).
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Notes |
|---|---|---|---|
| 2023 | 12,000 | — | Per-meeting regime; Gerhardt served as Compensation Chair in 2023 |
| 2024 | 40,000 | — | Plus $15,000 cash paid Feb 2025 in lieu of 2024 stock (not in table) |
Performance Compensation
- No director performance-based compensation disclosed (no non-equity incentive plan compensation for directors; equity intended for 2024 was a flat-value grant).
| Metric | Plan Design | FY2024 Application |
|---|---|---|
| Non-Equity Incentive Plan (Directors) | None disclosed | Not applicable |
| Equity (Directors) | Annual $15,000 stock; immediate vest | Replaced by $15,000 cash in Feb 2025 for 2024 grant |
Other Directorships & Interlocks
- Public company boards: None disclosed for Mr. Gerhardt.
- Shared directorships with SMID competitors/suppliers/customers: Not disclosed; no related-party transactions flagged.
Expertise & Qualifications
- Logistics and supply chain leadership across DHL Global Mail, ESI Global Logistic, MSI Worldwide; senior sales leadership (IMEX Global Solutions) and consulting/corporate development roles (Sales Services International; Palladin Consulting).
- Public sector governance experience as a county supervisor since 2016.
- Education: B.A. Business Administration, minor in Economics, Washington College.
Equity Ownership
| Date (Record) | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| June 3, 2024 | 7,131 | <1% (not specified) | Outstanding shares ~5.35M as of record date in proxy section |
| June 2, 2025 | 5,797 | ~0.11% (derived from 5,304,606 outstanding) | Table denotes “<1%” |
Note: 2025 percentage approximated as 5,797 / 5,304,606; base values cited.
Say-on-Pay & Shareholder Feedback
| Meeting Date | Proposal | For | Against | Abstain |
|---|---|---|---|---|
| Aug 1, 2025 | Advisory vote on NEO compensation | 3,045,521 | 13,362 | 6,832 |
- Director elections (Aug 1, 2025): Gerhardt received 2,613,505 for vs. 290,183 withheld.
- Auditor ratification: Strong support (3,084,712 for; 27,376 against; 367,000 abstain).
- 2024 meeting elections also showed broad support (e.g., Gerhardt 2,808,740 for; 85,650 withheld).
Governance Assessment
-
Positives
- Independent director; serves on all key committees and chairs Compensation, enhancing oversight leverage.
- No related-party transactions disclosed; independence reaffirmed under Nasdaq standards.
- Strong shareholder support in director elections and say-on-pay (2025), signaling investor confidence in governance and compensation oversight.
- Insider trading policy restricts hedging/pledging; no exceptions granted in 2024.
-
Areas to monitor / RED FLAGS
- Combined CEO/Chair with no lead independent director may concentrate power and dilute independent oversight.
- Attendance: Missed one of five Board meetings in 2024 (80% Board attendance), though committee attendance not flagged.
- Director pay mix: 2024 equity retainer ($15,000) was replaced by cash in Feb 2025, reducing equity alignment for that year.
- Multiple concurrent external roles (corporate and public office) create time-commitment considerations, though no conflicts are disclosed.
-
Additional context
- Compensation Committee interlocks: none.
- Audit Committee financial expert designation is assigned to Bruner, not Gerhardt.
- Director attendance at annual meetings confirmed for 2024.
Overall: Gerhardt brings logistics and sales leadership experience and chairs the Compensation Committee, but the absence of a lead independent director and a missed Board meeting in 2024 are modest governance drawbacks. Shareholder voting outcomes in 2025 indicate broad support for the board’s oversight and pay practices.