J. Richard Stamm
About J. Richard Stamm
Independent director of Vertex, Inc.; age 69; joined the Board in January 2019. Former 30-year partner at PricewaterhouseCoopers LLP, including Vice Chairman and U.S. Tax Leader and later Vice Chairman of Global Tax; BA in Accounting from Lycoming College. Currently Vice President and Chief Financial Officer of Stamm Development Group LLC and active on several advisory boards. Nominated for re-election as a Class II director through the 2028 Annual Meeting; Board determined he is independent under SEC and Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP (PwC) | Partner; Vice Chairman & U.S. Tax Leader; Vice Chairman of Global Tax | 30 years at PwC; final 12 years in Vice Chair roles | Led US and Global Tax; served domestic and international clients; extensive corporate finance experience. |
| Stamm Development Group LLC | Vice President & Chief Financial Officer | Current | CFO responsibilities in real estate development (Philadelphia & South Florida). |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Siegfried Advisory, LLC | Advisory Board Member | Current | Advisory oversight. |
| USC Leventhal School of Accounting | Board of Advisors (Member Emeritus) | Current (emeritus) | Academic advisory role. |
| Germantown Academy | Board Member | Former | Governance contributions. |
| Lycoming College | Board Member | Former | Governance contributions. |
Board Governance
- Committees: Audit Committee Chair; Audit Committee members are J. Richard Stamm (Chair), Bradley Gayton, and Philip Saunders.
- Financial expert: Qualifies as “Audit Committee financial expert” under Item 407(d)(5) of Regulation S‑K.
- Committee activity: Audit Committee met 10 times in 2024; Human Capital Committee met 6 times; Nominating & Governance Committee met 6 times.
- Board attendance: Board held 5 meetings in 2024; each director attended at least 75% of Board and committee meetings; all directors attended last year’s annual meeting.
- Independence: Board determined Stamm and all committee members are independent; all Board committees are independent.
- Board leadership: CEO serves as Chair; Eric Andersen is Lead Independent Director, presiding over executive sessions and liaising with Chair.
- Controlled company: Vertex qualifies as a Nasdaq “controlled company” but does not rely on controlled-company governance exemptions.
Fixed Compensation
Program structure for non-employee directors (2024):
- Annual cash retainer: $42,000; Lead Independent Director/Chair fee: $20,000; Audit Chair $20,000; Audit member $10,000; Human Capital Chair $15,000; Human Capital member $7,500; Nominating & Governance Chair $12,000; Nominating & Governance member $6,000.
- Equity: Annual restricted stock award with grant-date value $200,000 (vests in a single installment by the day before the next annual meeting or first anniversary).
2024 actual compensation for J. Richard Stamm:
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 67,625 | Includes Board and committee fees earned monthly. |
| Stock Awards (grant-date fair value) | 200,017 | Annual director RSA; vest schedule per program. |
| Total | 267,642 | Sum of cash fees + stock awards. |
Vesting terms for director RSAs:
- Single installment vesting on the earlier of the day before the next annual meeting or first anniversary of grant; accelerated upon change in control.
Performance Compensation
- No performance-based compensation disclosed for non-employee directors; director equity awards are time-based RSAs (not tied to financial/ESG metrics).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed. |
| Committee interlocks | Human Capital Committee interlocks and insider participation: none. |
| Shared directorships with competitors/suppliers/customers | None disclosed. |
Expertise & Qualifications
- Deep tax and finance expertise from 30-year PwC tenure, including US and Global Tax leadership.
- Corporate finance and operating experience as CFO of a real estate developer.
- Governance experience via advisory boards and prior nonprofit/academic boards.
- Board-designated Audit Committee financial expert.
- Education: BA in Accounting (Lycoming College).
Equity Ownership
| Metric | Amount | Breakdown/Notes |
|---|---|---|
| Beneficial ownership – Class A common shares | 30,343 | Includes options exercisable within 60 days and unvested restricted stock. |
| Options exercisable within 60 days | 18,623 | Director options legacy from pre‑IPO grants now into Class A. |
| Unvested restricted stock awards outstanding | 5,705 | Annual director RSA outstanding at FY-end. |
| Shares pledged as collateral | Prohibited by policy; none reported. | |
| Hedging policy | Company prohibits hedging/monetization transactions for directors. | |
| Director ownership guidelines | Company maintains stock ownership guidelines for directors (details not specified in proxy). |
Governance Assessment
- Strengths: Independent Audit Chair and designated financial expert; robust committee cadence (Audit met 10x); independent committees; director attendance ≥75%; anti‑hedging/anti‑pledging policy; controlled-company but not using governance exemptions. These support board effectiveness and investor confidence.
- Compensation alignment: Director pay balanced with cash retainer plus time‑based equity; no performance-linked director pay (reduces short‑term bias).
- Conflicts/related party: No related party transactions in 2024; independent auditor is Crowe LLP (not PwC), mitigating potential perceived conflicts from PwC background.
- Signals/Red flags: One delinquent Section 16(a) report for Stamm (one report covering four transactions) indicates a filing-timeliness issue; monitor for repeat occurrences.
- Shareholder sentiment: 2024 say‑on‑pay received ~99% support, indicating broad investor confidence in compensation governance; though it pertains to executives, it signals overall governance acceptability.
Overall, Stamm’s tax and finance credentials, independent status, and Audit Committee leadership are positives; absence of related-party transactions and adherence to anti‑hedging/pledging policies further support governance quality, while the noted Section 16(a) filing delinquency merits attention but is limited in scope.