Rick Puckett
About Rick D. Puckett
Independent director since 2012; currently Audit Committee Chair. Age 70 in the 2024 proxy; CPA with BA in Accounting and MBA in Finance from the University of Kentucky; retired EVP/CFO/Chief Administrative Officer of Snyder’s-Lance (various roles 2006–2017) and prior EVP/CFO of United Natural Foods (2003–2006) . The Board has designated him an “audit committee financial expert” under Item 407(d)(5) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Snyder’s-Lance, Inc. | EVP, CFO and Chief Financial & Administrative Officer; consultant in 2017 | 2006–2017 | Led Finance, IT, IR, Risk, Corporate Relations, Treasury; supply chain and sales efficiency initiatives |
| United Natural Foods, Inc. | EVP & CFO; previously SVP, CFO & Treasurer | 2003–2006 | Oversaw finance, technology, HR, legal, accounting, treasury |
| Suntory Water Group, Inc. | CFO, CIO, VP Corporate Controller, VP Business Dev & Planning | 1998–2002 | Multi-functional leadership in finance/IT/operations |
External Roles
| Company | Exchange/Ticker | Role | Tenure | Committee Leadership |
|---|---|---|---|---|
| SPX Corporation | NYSE: SPXC | Director; Chair, Compensation Committee | Since 2016 (audit chair 2015–2023) | Chair Compensation; previously Chair Audit |
| Driven Brands, Inc. | NASDAQ: DRVN | Director; Chair, Audit Committee | Since 2016 | Chair Audit |
| Pet Valu Holdings Ltd. | TSX: PVLU (Canada) | Director; Audit Committee member | 2019–2023 | Audit Committee member |
Board Governance
| Aspect | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Audit Committee | Member; Chair; independent; audit financial expert | Member; Chair; independent; audit financial expert | Member; Chair; independent; audit financial expert | Member; Chair; independent; audit financial expert |
| Nominating & Corporate Governance | Member; independent (Co-Chairs Burke/Smith) | Member; independent (Co-Chairs Burke/Smith) | Member; independent (Chair Smith) | Member; independent (Chair Smith) |
| Compensation Committee | Member; independent | Member; independent | Member; independent | Member; independent |
| Board/Committee Attendance | ≥75% for all directors | ≥75% for all directors | ≥75% for all directors | — |
| Annual Meeting Attendance | All directors attended | All but two attended | Two of seven attended | — |
| Evidence/Citations | ||||
| Notes: |
- Audit Committee responsibilities include auditor oversight, independence, internal controls, and fair value aid (BDCs) with independent valuation firms; Puckett designated “audit committee financial expert” each year .
- Attendance thresholds met (≥75%) in FY 2022–2024; annual meeting attendance varied (only two attended in 2023) .
Fixed Compensation
- Compensation structure is cash-only for independent directors; no equity, options, or pension programs .
| Director Fee Policy | 2013 | 2015 | 2016 | 2020 (pre Oct 30) | 2020 (post Oct 30) | 2022 (pre Nov 10) | 2022+ (post Nov 10) | 2024 (post Oct 30) |
|---|---|---|---|---|---|---|---|---|
| Annual Independent Director Fee (cash) | $50,000 | $50,000 | $52,500 | $57,000 | $100,000 | $100,000 | $102,500; Audit Chair $15,000; Other Chairs $10,000 | $107,500 |
| Audit Chair Fee (annual) | $10,000 | $10,000 | $10,000 | $10,000 | $10,000 | $10,000 (then $15,000 from Nov 10, 2022) | $15,000 | $15,000 |
| Other Committee Chair Fee (annual) | $5,000 | $5,000 | $5,000 | $5,000 | $5,000 | $5,000 (then $10,000 from Nov 10, 2022) | $10,000 | $10,000 |
| Rick D. Puckett – Total Cash Compensation | FY 2013 | FY 2014 | FY 2019 | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|---|---|---|
| Fees Earned/Paid in Cash (USD) | $83,000 | $86,500 | $93,500 | $97,625 | $110,000 | $110,000 | $117,500 | $117,500 |
| Pension/Retirement Benefits | — | — | — | — | — | — | — | — |
Performance Compensation
| Component | Status | Details/Notes |
|---|---|---|
| Stock awards (RSUs/PSUs) | None | No stock or option plan for directors; no non-equity incentive plan |
| Option awards | None | No option program |
| Performance metrics (TSR, EBITDA, ESG) | None | Not used for director compensation |
| Clawback provisions | Not disclosed | No director incentive programs disclosed |
Other Directorships & Interlocks
| Entity | Relationship to WHF | Potential Interlock/Conflict Note |
|---|---|---|
| SPX Corporation (NYSE: SPXC) | Unrelated public industrial | No WHF-related transactions disclosed; role is external |
| Driven Brands (NASDAQ: DRVN) | Unrelated consumer services | No WHF-related transactions disclosed; role is external |
| Pet Valu Holdings Ltd. (TSX) | Unrelated retail | Tenure ended 2023; no WHF-related transactions disclosed |
Expertise & Qualifications
- CPA; MBA (Finance) and BA (Accounting) from University of Kentucky; seasoned public-company CFO and audit committee financial expert .
- Deep oversight experience in audit, compensation, and governance committees across multiple public boards .
- Operational breadth spanning finance, IT, risk management, investor relations, and treasury .
Equity Ownership
| Measure | Latest Disclosure |
|---|---|
| Beneficial ownership vehicle | Member of the Jen and Rick Puckett Foundation; shared voting/dispositive power over 19,912 shares |
| Ownership % of WHF | Less than 1% (director line items historically ≤1%) |
| Dollar range of WHF equity (director table) | Over $100,000 (as of 2025 Record Date) |
| Pledging/Hedging | Not disclosed in proxies/10-K; no pledging noted in director ownership tables |
Governance Assessment
- Board effectiveness: Long-tenured independent director; designated audit committee financial expert and standing Audit Chair. His oversight of valuation for illiquid BDC assets and auditor independence supports investor confidence .
- Independence & interlocks: Member of all three key committees (Audit, Compensation, Nominating/Governance), each composed entirely of independent directors; Compensation Committee disclosures state no interlocks/insider participation—reduces conflict risk .
- Engagement: Company reports ≥75% attendance for directors annually; note only two of seven directors attended the 2023 annual meeting—monitor annual-meeting engagement as a soft signal, though quorum is met and committee attendance thresholds are satisfied .
- Pay structure: Cash-only retainer with modest chair premia; no equity or performance components. While typical for externally managed BDCs, absence of equity grants lowers formal “pay-for-performance” alignment; mitigated by Puckett’s disclosed personal dollar-range “over $100,000” in WHF stock .
- Conflicts/related-party: No Item 404 related-party transactions involving Puckett disclosed; Compensation Committee specifically notes no relationships requiring Item 404 disclosure—favorable signal .
- Signals to watch: Changes in director fee levels (rose to $107,500 in 2024); continued confirmation of audit chair independence and expert designation; annual meeting attendance trends .