H. C. Charles Diao
About H. C. Charles Diao
Independent director since November 2012; age 67. Currently SVP Finance and Corporate Treasurer at Bally’s Corporation, with senior leadership responsibilities across treasury, corporate finance, capital markets, tax, risk/insurance, and cybersecurity preparedness. The Board has determined he qualifies as an “audit committee financial expert” under SEC rules. Education: B.S.E. (Princeton) and MBA (Harvard Business School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bally’s Corporation | SVP Finance & Corporate Treasurer | Current | Executive leadership team overseeing cybersecurity and ransomware preparedness |
| DXC Technology | SVP Finance, Corporate Development & Corporate Treasurer | Until July 2021 | Led global treasury, capital markets, corporate development/M&A, pensions, risk/insurance |
| Computer Sciences Corp (DXC predecessor) | VP & Corporate Treasurer | Since 2012 (predecessor period) | Global treasury and finance oversight |
| Diao & Co. LLC | Managing Director (financial advisory) | 2008–2012; 2021–2023 | Founded firm; advised corporate clients |
| Diao Capital Management LLC | Chief Investment Officer | 2008–2012 | Managed alternative investments for institutional family offices |
| Bear Stearns | Senior Managing Director; Group Head, Special Situations Credit; TMT IB partner | Until 2008 | Member, Investment Banking Committee and IPO Committee |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Griffon Corporation | Director | Current | Board service |
| Synechron Holdings, Inc. | Director; Chair, Nomination, Governance & ESG Committee | Current | Committee chair leadership |
| Media General Inc. (NYSE: MEG) | Director | 2012–2017 | Chair, Nominating & Governance; Member, Audit & Finance Committees |
Board Governance
- Committees: Audit Committee Chair; member, Nominating & Governance Committee. Audit Committee members in 2024/2025: Diao (Chair), Davis, Usher; Nominating & Governance members: Davis (Chair), Diao, Reddy .
- Independence: Audit, Compensation, and Nominating committees satisfy NYSE/SEC independence; Diao is independent and designated “audit committee financial expert” .
- Attendance and engagement: Board met six times in 2024; all directors attended except Diao and Reddy who each missed one meeting. Audit Committee met seven times in 2024; Nominating & Governance met two times; Compensation Committee met four times and acted by unanimous written consent three times .
- Risk oversight: Audit Committee oversees risk assessment/management including technology and cybersecurity, and is actively overseeing remediation of an ITGC material weakness through 2025. Under Diao’s chairship, the committee and Board dismissed RSM and engaged KPMG in March 2025 to ensure auditor independence as the company has matured; no disagreements reported with RSM .
| Governance Metric | 2023 | 2024 |
|---|---|---|
| Board meetings held | 6 | 6 |
| Diao attendance note | Missed one meeting | Missed one meeting |
| Audit Committee meetings | 5 | 7 |
| Nominating & Governance meetings | 1 | 2 |
| Compensation Committee meetings | 4 | 4; 3 unanimous written consents |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash fees ($) | $112,500 (Board + Audit Chair) | $107,500 (Board + Audit Chair + Nominating member) |
| RSUs – grant-date value ($) | $37,510 | $80,009 |
| RSUs – shares granted (#) | 1,723 | 2,415 |
| RSU vesting | One year from grant date | One year from grant date |
| Total director compensation ($) | $150,010 | $187,509 |
- 2024 director fee schedule: $80,000 annual cash retainer + $80,009 RSUs; committee fees: Audit member $10,000 (Chair $20,000), Nominating member $5,000 (Chair $10,000), Compensation member $5,000 (Chair $10,000); no meeting fees .
- 2023 structure differed for Audit Committee, explaining lower RSU value for Audit Chair that year .
Performance Compensation
- No performance-based incentives disclosed for non-employee directors; RSUs are time-based and vest one year from grant .
- Executive PSU programs use cumulative EBITDA growth; these apply to executives, not directors .
Other Directorships & Interlocks
| Company | Relationship to TPB | Interlock/Conflict Notes |
|---|---|---|
| Griffon Corporation | Unrelated industrials | No related-party transactions disclosed with TPB |
| Synechron Holdings, Inc. | Private technology consultancy | No related-party transactions disclosed with TPB |
| Media General Inc. | Historical | No current interlock; prior governance roles |
- Related party governance: All related-person transactions require Audit Committee approval under a formal policy; none disclosed relating to Diao .
- Hedging/pledging: Company policy prohibits pledging without consent of the Audit Committee Chair; prohibits margin, short-selling, and options trading in TPB stock .
Expertise & Qualifications
- Financial leadership across treasury, capital markets, corporate development/M&A, risk/insurance, pensions; extensive audit and governance experience; cybersecurity preparedness leadership at Bally’s .
- SEC-designated audit committee financial expert .
- Education: B.S.E. Princeton; MBA Harvard .
Equity Ownership
| Metric | As of Mar 7, 2025 |
|---|---|
| Beneficial ownership (shares) | 8,331 |
| Ownership as % of shares outstanding | <1% |
| Shares pledged as collateral | None disclosed; pledging restricted by policy |
Recent Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares Transacted (#) | Price ($) | Post-Transaction Ownership (#) | Source |
|---|---|---|---|---|---|---|
| 2023-05-01 | 2023-05-03 | Award (A) | 13 | 23.65 | 7,207 | |
| 2023-05-01 | 2023-05-03 | In-kind withholding (F) | 478 | 23.65 | 7,194 | |
| 2023-05-08 | 2023-05-10 | Award (A) | 1,723 | 21.77 | 9,020 | |
| 2024-05-08 | 2024-05-10 | Award (A) | 2,415 | 33.13 | 11,435 | |
| 2024-05-08 | 2024-05-10 | In-kind withholding (F) | 689 | 33.13 | 10,746 | |
| 2025-05-08 | 2025-05-09 | Award (A) | 1,058 | 75.66 | 11,804 |
Governance Assessment
- Positive signals: Long-tenured independent director with deep finance and risk credentials; designated audit committee financial expert; active oversight of material weakness remediation and led auditor rotation to KPMG in 2025 to strengthen independence and align with company scale; Audit Committee met frequently (7x) indicating robust engagement .
- Alignment: Director pay balanced between cash and annual RSUs that vest time-based; regular annual RSU grants reported via Form 4; no meeting fees; Nominating Committee reviews director compensation changes .
- Attendance: Missed one meeting in 2024; otherwise records show strong engagement across committees and Board actions (Board met 6x) .
- Conflicts/related-party exposure: No related-person transactions disclosed involving Diao; company hedging/pledging restrictions mitigate alignment risks; Diao’s external executive role at Bally’s and directorship at Griffon present standard outside commitments but no disclosed TPB conflicts .
- Shareholder context: Strong say-on-pay support (96.6% “for” in 2024) reflects broader investor confidence in pay governance, although it pertains to executives rather than directors .