Amanda Westphal Radcliffe
About Amanda Westphal Radcliffe
Amanda Westphal Radcliffe, age 57, has served as a director of Vertex, Inc. since 1993; she previously held roles at the Company spanning technical instruction, finance, production, and middle-market product teams, and earlier was a Managing Director at Rosenbluth International (now part of American Express) . She holds a BA from Moravian University and is a member of the National Association of Corporate Directors (NACD) and the Philadelphia Chapter of Women Corporate Directors, with extensive Company knowledge cited as a core credential for her board service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vertex, Inc. | Various operating roles (technical instructor; finance; production; middle-market product) prior to board service | Pre-1993 | Company operating experience cited as core credential |
| Rosenbluth International (acquired by American Express) | Managing Director | Prior to Vertex | Corporate/operational leadership experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Neurodiversity Employment Network of Philadelphia | Founding Member Emeritus | n/a | Advocacy/networking leadership |
| St. Joseph’s University Kinney Center for Autism Education and Support | Advisory Board Member | n/a | Advisory governance |
| Children’s Hospital of Philadelphia Foundation | Chair Emeritus, Board of Advisors | n/a | Non-profit board leadership |
| Drexel University A.J. Drexel Autism Institute | Chair Emeritus, Board | n/a | Non-profit board leadership |
| Breastcancer.org | Chair Emeritus | n/a | Non-profit board leadership |
| NACD; Women Corporate Directors (Philadelphia) | Member | n/a | Governance professional networks |
Board Governance
- Independence: The Board determined Amanda Radcliffe is independent under SEC and Nasdaq rules (six of seven current directors independent) .
- Committee assignments: Member, Nominating & Governance Committee (Chair: Bradley Gayton); not listed on Audit or Human Capital Committees .
- Attendance and engagement: The Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings during the period served; all directors attended the 2024 annual meeting; non-employee directors hold regular executive sessions presided over by the Lead Independent Director .
- Lead Independent Director: Eric Andersen serves as Lead Independent Director .
- Controlled company context: Parties to the Stockholders’ Agreement (the controlling family group) hold >50% voting power for director elections; Vertex is a “controlled company” under Nasdaq, though the Company states it is not currently relying on controlled-company exemptions .
- Stockholders’ Agreement governance rights: So long as Amanda Radcliffe (or specified family members/trusts) own ≥5% of outstanding common stock, she is entitled to designate one individual (including herself) for nomination to the Board; Stockholder parties must vote their shares in favor of such nominees; agreement includes transfer restrictions, ROFO/ROFR, registration rights, and a standstill .
- Dual-class voting mechanics (context): Class A = 1 vote/share; Class B = 10 votes/share; as of record date there were 71,999,335 Class A and 86,480,641 Class B shares outstanding, representing 7.7% and 92.3% of combined voting power, respectively .
- Related-party transactions: No related party transactions in 2024 (policy requires Audit Committee review/approval for related-party transactions >$120,000) .
- Human Capital Committee interlocks: None disclosed .
Fixed Compensation
- Non-employee director program (2024):
- Annual cash retainer: $42,000; Lead Independent Director/Chair fee: $20,000; Audit Chair: $20,000 (members: $10,000); Human Capital Chair: $15,000 (members: $7,500); Nominating & Governance Chair: $12,000 (members: $6,000) .
- Annual equity grant at the annual meeting: RSUs with grant-date value of $200,000 (shares = $200,000 divided by closing price; rounds up) .
- RSUs vest in a single installment on the earlier of the day before the next annual meeting or the first anniversary of grant; accelerated vesting on change in control .
| 2024 Non-Employee Director Compensation – Amanda W. Radcliffe | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 48,000 |
| Stock Awards (Grant-date fair value) | 200,017 |
| Total | 248,017 |
| 2024 Director Fee Schedule (Program) | Annual Cash Fee ($) |
|---|---|
| Board Member Retainer | 42,000 |
| Lead Independent Director or Chair of Board | 20,000 |
| Audit Committee Chair | 20,000 |
| Audit Committee Member (non-Chair) | 10,000 |
| Human Capital Committee Chair | 15,000 |
| Human Capital Committee Member (non-Chair) | 7,500 |
| Nominating & Governance Committee Chair | 12,000 |
| Nominating & Governance Committee Member (non-Chair) | 6,000 |
Note: Radcliffe’s $48,000 cash indicates Board retainer ($42,000) plus one committee membership fee ($6,000) for Nominating & Governance .
Performance Compensation
- Directors receive time-based RSUs (no performance metrics); one-year vest schedule (earlier of day before next annual meeting or first anniversary) and single-trigger acceleration upon change in control .
| Year | Grant Date | Shares Granted (#) | Grant-Date Fair Value ($) | Vesting Schedule | Change-in-Control |
|---|---|---|---|---|---|
| 2024 | 2024-06-12 | 5,705 | 200,017 | Single installment at earlier of day before next annual meeting or 1-year anniversary | Accelerates immediately prior to change in control |
| 2025 | 2025-06-11 | 5,327 | — | Same program terms apply (time-based) | Accelerates per plan terms |
Other Directorships & Interlocks
| Company (Public) | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed in Vertex 2025 Proxy | — | — | Proxy biography lists no other current public company directorships for Radcliffe . |
Human Capital Committee interlocks/insider participation: None reported for the committee (applies company-wide) .
Expertise & Qualifications
- BA, Moravian University; member of NACD and Women Corporate Directors (Philadelphia) .
- Deep Company knowledge from long tenure and prior operating roles; board qualifications note expertise derived from longstanding service .
Equity Ownership
| Security | Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Class A Common Stock | 138,065 | <1% | Includes 5,705 unvested restricted stock; sole voting/dispositive power over 53,855; shared voting/dispositive power over 84,210 . |
| Class B Common Stock | 33,129,702 | 38.3% | Sole voting/dispositive power; Class B carries 10 votes/share . |
| Combined Voting Power | — | 35.4% | Voting power percentage attributed to Radcliffe in proxy ownership table . |
| Options Outstanding (FY-end 2024) | — | — | No options outstanding; 5,705 restricted stock awards outstanding at FY-end . |
Hedging/Pledging: Company policy prohibits directors, officers, and employees (and entities they control) from pledging Company securities or engaging in hedging/monetization transactions (e.g., zero-cost collars, forwards) .
Insider Trades (Form 4) – Transparency Signals
| Filing Date | Transaction Date | Type | Shares | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|
| 2025-06-13 | 2025-06-11 | Award (A) | 5,327 | 143,392 | https://www.sec.gov/Archives/edgar/data/1806837/000141588925017195/0001415889-25-017195-index.htm |
| 2024-06-14 | 2024-06-12 | Award (A) | 5,705 | 138,065 | https://www.sec.gov/Archives/edgar/data/1806837/000141588924016890/0001415889-24-016890-index.htm |
Governance Assessment
Strengths and investor-alignment signals:
- Independent director with long Company tenure and direct operating experience; member of governance networks (NACD, WCD) .
- Heavy equity component in director pay (annual $200k time-based RSUs) and formal anti-hedging/anti-pledging policy covering directors .
- Board practices include regular executive sessions led by an independent lead director; all directors met attendance expectations (≥75%) in 2024 and attended the annual meeting .
- No related-party transactions in 2024 under Board policy oversight .
Risks and potential red flags:
- Dual-class structure and Stockholders’ Agreement concentrate voting control for director elections in the controlling family group, potentially reducing responsiveness to minority shareholders (Vertex is a “controlled company” even though it is not currently using exemptions) .
- Family relationship on the Board (Radcliffe and Thompson are siblings) plus director designation rights under the Stockholders’ Agreement elevate entrenchment risk; the agreement also includes coordinated voting for designated nominees .
- Significant individual voting influence: Radcliffe beneficially owns 33.13M Class B shares (38.3% of Class B) with combined voting power of 35.4% .
Committee effectiveness and independence:
- Radcliffe serves on the Nominating & Governance Committee (independent), which oversees director nominations, board evaluations, governance guidelines, ethics/code, and succession planning .
- The Company states that all three standing committees (Audit, Human Capital, Nominating & Governance) are fully independent; risk oversight (including cybersecurity) is anchored in the Audit Committee .
Compensation structure takeaways (directors):
- Cash retainer modest relative to equity grant; RSUs are time-based (no performance metrics) with one-year vest and change-in-control acceleration, a common but investor-scrutinized practice for director equity .
- Company reports it does not provide compensation-related tax gross-ups and maintains stock ownership guidelines for executives and directors (director threshold not quantified in proxy) .
Overall implication for investor confidence:
- Governance framework demonstrates multiple best practices (committee independence, lead independent director, executive sessions, anti-hedging/pledging, attendance), but the dual-class/Stockholders’ Agreement and family interlocks remain the principal governance risks; investors should weigh the stability and domain knowledge benefits against the entrenchment and reduced minority influence trade-offs .