Richard Cardin

About Richard W. Cardin

Richard W. Cardin, age 89, has served on the United States Lime & Minerals, Inc. (USLM) board since 1998. He is a retired Arthur Andersen LLP partner (37-year career; Nashville office managing partner 1980–1994; retired 1995), a certified public accountant (inactive), and designated by the board as an Audit Committee Financial Expert. The board classifies him as independent under Nasdaq rules. He beneficially owns 14,330 USLM shares (<1% of class) as of March 14, 2025 .

Past Roles

External Roles

Board Governance

• Independence and role: Board determined Mr. Cardin is independent under Nasdaq rules; he is recognized as an Audit Committee Financial Expert .
• Committee assignments and chair roles (2024):
  • Compensation Committee: Chairman
  • Audit Committee: Member
  • Nominating & Corporate Governance Committee: Member
• Board structure and engagement:
  • Board/committee meetings in 2024: Board 7; Nominating 5; Audit 6; Compensation 4 .
  • Attendance: Each director attended at least 75% of combined board and committee meetings; all directors attended the 2024 annual meeting in person .
  • Leadership: Chair and CEO roles are separated; executive committee chaired by independent chairman .

Fixed Compensation

• Director fee schedule (policy):
  • Annual retainer: $20,000; Per diem (in-person) fee: $1,500; Telephonic meeting fee: $1,000; Chair retainers: Audit $10,000; Compensation $5,000 .
• 2024 actual for Mr. Cardin:

  Component	Amount (USD)
  Fees earned or paid in cash	$46,000
  Stock awards (grant-date fair value)	$196,020
  Option awards	$0
  Total	$242,020

  • Mix observation: Equity represented ~81% of Mr. Cardin’s 2024 director compensation, based on $196,020 equity vs. $242,020 total (calculated from disclosed amounts) .

Performance Compensation

• Structure: Non-employee directors annually elect either 3,000 shares of restricted stock (vest in six months) or 9,000 stock options (vest immediately) upon election/re‑election; options priced at grant-date close .
• 2024 grants: Mr. Cardin received stock awards (no options) valued at $196,020; the proxy does not specify the exact number of shares but indicates stock awards were used (option column blank) .
• Performance metrics: No performance-conditional metrics apply to director equity; vesting is time-based per policy .

Other Directorships & Interlocks

Expertise & Qualifications

• CPA (inactive); extensive public accounting leadership (Arthur Andersen Nashville office MP) .
• Board-designated Audit Committee Financial Expert; significant accounting, finance, and risk management expertise .
• Prior public-company audit committee and board experience (Atmos; Intergraph) .

Equity Ownership

• Options/awards: The proxy’s 2024 non-employee director options footnote lists only Mr. A. M. Doumet with outstanding director options (105,000); Mr. Cardin is not listed as having outstanding options as of 12/31/24 .
• Hedging/pledging: Insider trading policy prohibits short selling, hedging, and pledging of company securities; preclearance and blackout procedures apply to insiders .

Governance Assessment

• Key strengths:
  • Financial oversight credibility: CPA (inactive) and board-designated Audit Committee Financial Expert; sits on Audit and chairs Compensation, aligning skillset with oversight roles .
  • Independence and engagement: Board-determined independent; met attendance policy (≥75%); board and committees met regularly in 2024; all directors attended annual meeting .
  • Pay alignment for directors: High equity component (~81%) supports alignment; director equity is time-based with short vesting, increasing near-term ownership exposure .
  • Controls/Conflicts oversight: Audit Committee (of which he is a member) pre-approves and reviews related-party transactions, including those involving the controlling shareholder’s vehicle (Inberdon), with arms-length safeguards and ability to seek independent advice .
  • Risk-mitigating policies: Company prohibits hedging and pledging and has a compensation recovery (clawback) policy (primarily for executives), signaling attention to alignment and accountability .
• Watch items and potential red flags:
  • Very long tenure (director since 1998) and advanced age (89) can raise concerns about refreshment and independence-of-mind optics, although he remains designated independent and an Audit Committee Financial Expert .
  • Controlling shareholder context: The independent chairman (A. M. Doumet) is brother of the controller (Inberdon owner), though the board explicitly assessed independence; the Audit Committee’s related-party oversight mitigates, but investors may scrutinize committee rigor given control dynamics .
  • Meeting/fee structure: Per‑meeting fees (in addition to retainers) could create an incentive for more frequent meetings; however, the structure is disclosed and common among small caps .
• No specific related-party transactions were disclosed involving Mr. Cardin; Audit Committee policies require pre‑approval of any such transactions and exclude involved insiders from deliberations .

Overall: Mr. Cardin brings deep audit and financial oversight experience and chairs the Compensation Committee. In a controlled company setting, his independence, financial expertise, and committee roles are positives for investor confidence. Board refreshment and control-party dynamics should be monitored, but existing policies (related‑party reviews, hedging/pledging bans, clawback) provide structural mitigants .

Citations