Bradley Richardson
About Bradley Richardson
Bradley Richardson (age 66) is an independent director of Virco Mfg. Corporation (VIRC) and serves as Chair of the Audit Committee; he qualifies as an “audit committee financial expert.” He joined Virco’s board in 2023, is currently independent under Nasdaq standards, and has maintained at least 75% attendance along with all other directors during fiscal 2025, when the board met seven times. Richardson is Chairman of the Board at Brady Corporation (since May 2021; director since 2007) and formerly chaired Brady’s Audit Committee until December 2024; he previously served as EVP & CFO at Avient, Diebold, and Modine, and spent 21 years at BP Amoco. He holds a BA in finance and economics from Miami University and an MBA in accounting and finance from Indiana University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avient Corporation | EVP & CFO | 2013–2020 | Senior finance leadership at a public manufacturer; capital allocation and operations oversight |
| Diebold, Inc. | EVP & CFO | Not disclosed | Public-company CFO; governance and financial reporting leadership |
| Modine Manufacturing | EVP Corporate Strategy & CFO | Not disclosed | Strategy and finance; later board member (see External Roles) |
| BP Amoco | Various financial and operational roles | 21 years | Deep operating and financial experience in large-cap energy |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Brady Corporation (NYSE: BRC) | Chairman; Director | Director since 2007; Chairman since May 2021 | Former Audit Chair (through Dec 2024); member of Corporate Governance, Audit, Finance & Management Development, and Compensation Committees |
| Modine Manufacturing | Director (prior) | Not disclosed | Prior public-company directorship |
| Tronox, Inc. | Director (prior) | Not disclosed | Prior public-company directorship |
Board Governance
- Independence and attendance: Virco’s board determined Richardson is independent (Nasdaq standard). All directors, including Richardson, attended at least 75% of board and committee meetings in fiscal 2025; the board met seven times. All directors then in office attended the 2024 Annual Meeting. Independent directors hold regular executive sessions.
- Leadership structure and checks: Virco combines Chair/CEO (Robert A. Virtue) with a rotating Lead Independent Director (currently Robert R. Lind) to bolster independent oversight. All three standing committees are comprised entirely of independent directors.
- Director resignation policy: Any nominee receiving more “Withhold” than “For” votes must tender a resignation for consideration.
- Anti-hedging/pledging: Directors are prohibited from short sales, pledging/margining, and hedging Virco stock (alignment positive).
| Committee | Role | FY2025 Meetings | Key Notes |
|---|---|---|---|
| Audit | Chair (Richardson) | 5 | Richardson and Lind designated “audit committee financial experts” |
| Compensation | Member | 2 | Oversees exec and director pay; may engage outside consultants |
| Corporate Governance & Nominating | Member | 3 | Board effectiveness, nominations, governance guidelines |
Fixed Compensation (Director)
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Paid in monthly installments |
| Annual equity (restricted stock) | $75,000 | Granted on Annual Meeting date; one-year vesting; directors may elect to take all/part in cash if stock ownership guideline is met |
| Total annual director pay (Richardson) | $150,000 | Richardson received $75,000 cash + $75,000 stock in FY2025 |
| Stock ownership guideline (directors) | 4x annual cash retainer | Measured at fiscal year-end market value; status by individual not disclosed |
Performance Compensation (Director)
- No performance-based director compensation is disclosed. Non-employee directors receive time-based restricted stock (one-year vesting) granted on the Annual Meeting date; Virco has not granted stock options since 2019 and has no current plans to do so; grants are not timed around MNPI.
Other Directorships & Interlocks
| Company | Type | Potential Interlock Risk |
|---|---|---|
| Brady Corporation | Current public company board (Chairman) | No disclosed business overlap with Virco’s K–12 furniture focus; no Virco-related interlocks disclosed |
| Modine Manufacturing; Tronox, Inc. | Prior public company boards | No Virco-related interlocks disclosed |
Expertise & Qualifications
- Audit and finance: Audit Committee Chair at Virco; designated audit committee financial expert (technical accounting, reporting, internal controls).
- Operating CFO track record: Public-company CFO at Avient, Diebold, and Modine; strategic and operational finance oversight.
- Governance breadth: Chairman of Brady; deep committee work across governance, audit, finance, compensation.
- Education: BA Finance & Economics (Miami University); MBA Accounting & Finance (Indiana University).
Equity Ownership
| Metric | Amount | Date/Notes |
|---|---|---|
| Beneficial ownership (shares) | 27,850 | As of April 22, 2025 (proxy record date) |
| Shares outstanding (for context) | 16,087,082 | As of April 22, 2025 |
| Director stock award (grant) | 6,134 shares at $8.14 | Non-open market acquisition on 06/17/2025 (Annual Meeting grant) |
| Post-transaction holdings (reported) | 35,754 | After 06/17/2025 grant |
Pledging/hedging: Company policy prohibits pledging, margining, and hedging by directors (alignment positive).
Insider Trades (director)
| Date (oldest→newest) | Type | Shares | Price | Post-Transaction Holdings |
|---|---|---|---|---|
| 06/17/2025 | Acquisition (non-open market, stock award) | 6,134 | $8.14 | 35,754 |
Governance Assessment
-
Positives
- Independent director with deep public-company CFO experience; designated audit committee financial expert; chairs Audit Committee.
- Strong committee coverage (Audit Chair; member of Compensation and Nominating); committees fully independent.
- Attendance and engagement: ≥75% attendance; board met seven times in FY2025; independent director executive sessions in place.
- Alignment features: annual restricted stock; anti-hedging/anti-pledging policy; ownership guidelines at 4x cash retainer.
-
Risks and watch items
- Combined Chair/CEO structure at Virco; mitigated by rotating Lead Independent Director (currently R.R. Lind) and executive sessions.
- Family influence: Virtue family and related parties collectively own ~29.73%, and multiple related-party employments are disclosed—no direct tie to Richardson, but overall governance environment is controlled.
- Director compensation appears flat retainer without explicit additional chair fees; not inherently negative, but fewer levers for differentiated accountability of committee leadership.
-
Conflicts/related-party exposure
- No related-party transactions involving Richardson disclosed by Virco.
- External role at Brady Corporation (Chairman) disclosed; no Virco-related interlocks or counterparty ties disclosed.