Rodney Slater
StagwellAbout Rodney Slater
Independent director; age 70; director since August 2, 2021. Chair of the Nominating and Corporate Governance Committee; independent under Nasdaq rules. Career background spans U.S. transportation leadership and private-sector legal practice in transportation/infrastructure, with board roles at large public companies. Originally designated as a nominee by Stagwell Media pursuant to the Transaction Agreement, and subsequently renominated by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Transportation | U.S. Secretary of Transportation | 1997–2001 | Led national transportation policy and oversight |
| Federal Highway Administration | Administrator | 1993–1997 | Directed federal highway programs, safety and infrastructure |
| Squire Patton Boggs LLP | Partner (transportation, infrastructure, public policy) | 2001–present | Legal/regulatory advisory across transportation and infrastructure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verizon Communications | Director | 2010–present | Governance oversight at a Fortune 100 telecom |
| EVgo Inc. | Director | 2021–2023 | Clean energy/EV charging sector strategy |
| Kansas City Southern | Director | 2001–2019 | Rail transportation governance |
| Transurban Group | Director | 2009–2018 | Toll road/transport infrastructure oversight |
Board Governance
- Committee assignments: Chair, Nominating and Corporate Governance Committee; not on Audit or Compensation committees .
- Independence: Board determined Slater is independent under Nasdaq rules (all directors except CEO Penn) .
- Attendance and engagement: Board met 8 times in 2024; Nominating and Corporate Governance met 3 times; each incumbent director attended ≥75% of aggregate Board/committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Non‑employee directors meet in executive session with frequency aligned to each regularly scheduled Board meeting; Lead Independent Director Irwin Simon presides .
Fixed Compensation
| Item | FY 2024 | Notes |
|---|---|---|
| Board retainer (policy) | $70,000 | Annual cash retainer for non‑employee directors |
| Nominating & Corporate Governance Committee member retainer (policy) | $5,000 | Annual cash retainer for committee members |
| Nominating & Corporate Governance Committee chair retainer (policy) | $15,000 | Annual cash retainer for committee chairs |
| Cash fees paid (actual) | $90,000 | Matches policy: $70k + $5k + $15k |
| Compensation mix (cash vs equity) | 37.5% cash; 62.5% equity | Computed from $90,000 cash and $150,002 equity grant |
Performance Compensation
| Grant Date | Instrument | Shares | Grant Date Fair Value | Vesting | Terms |
|---|---|---|---|---|---|
| June 12, 2024 | RSUs | 22,762 | $150,002 | June 12, 2025 | Annual director grant; one‑year time‑based vesting; no meeting fees; directors may elect cash in stock |
No performance metrics apply to director compensation; annual RSUs are time‑based with minimum vesting aligned to next annual meeting (≥50 weeks) .
Other Directorships & Interlocks
| Company | Sector | Possible Interlock | Disclosure Status |
|---|---|---|---|
| Verizon Communications | Telecom | Potential customer/supplier visibility | No STGW related‑party transactions disclosed involving Slater |
| EVgo Inc. | Clean energy/EV charging | None apparent | No STGW related‑party transactions disclosed involving Slater |
| Kansas City Southern | Rail | None apparent | No STGW related‑party transactions disclosed involving Slater |
| Transurban Group | Infrastructure | None apparent | No STGW related‑party transactions disclosed involving Slater |
Expertise & Qualifications
- Legal/regulatory, risk management, compliance, strategic partnerships; extensive public and private sector leadership in transportation and infrastructure .
- Public company board experience; governance and oversight competencies emphasized by STGW’s qualifications framework .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 87,710 |
| Unvested RSUs included | 22,762 (scheduled to vest June 12, 2025) |
| Ownership as % of shares outstanding | ~0.033% (87,710 / 267,136,977) |
| Hedging/pledging | Company prohibits hedging; pledging limited to ≤40% with approval; currently no hedging or pledging by officers or directors |
Insider Trades
| Period | Form 4 Transactions | Notes |
|---|---|---|
| FY 2024–FY 2025 | Not disclosed in proxy | Company reports no delinquent Section 16(a) filings for directors (exception: one CAO filing); Slater not noted for delinquencies. Form 4 search recommended for transaction detail . |
Governance Assessment
- Strengths: Independent director; chairs Nominating and Corporate Governance; strong legal/regulatory expertise; consistent attendance; straightforward director pay structure with majority equity; no hedging/pledging; no related‑party transactions involving Slater disclosed .
- Pay structure: FY 2024 director compensation total $240,002 (cash $90,000; equity $150,002), aligned with policy; annual equity grants time‑based with minimum vesting; independent director annual equity cap $250,000 .
- Potential considerations: Initial designation by Stagwell Media under Transaction Agreement (monitor independence perceptions and interlocks); however, Board affirms independence under Nasdaq .
- Shareholder signal context: Say‑on‑pay support >99% at 2024 annual meeting (strong investor alignment with compensation oversight) .
- RED FLAGS: None disclosed specific to Slater (no related‑party exposure, no hedging/pledging, no attendance shortfalls) .