Richard A. Kassar
About Richard A. Kassar
Richard A. Kassar, age 78, has served as an independent director of World Kinect Corporation since 2002. He is a retired Vice Chairman of Freshpet, Inc. and has held senior finance and operating roles across consumer packaged goods; he is the first cousin of Michael J. Kasbar, World Kinect’s Chairman and CEO—an immaterial relationship the Board reviewed and determined does not impair his independence under NYSE standards . Core credentials include deep accounting/finance expertise, corporate governance experience, and capital markets acumen .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Freshpet, Inc. (NASDAQ: FRPT) | Vice Chairman; Interim CFO; CFO; President; CEO | Vice Chairman (Oct 2020–Jun 2023); Interim CFO (Sep–Dec 2022); CFO (Jul 2014–Oct 2020); President (Jan 2011–Jul 2014); CEO (Oct 2006–Dec 2010) | Senior finance and operating leadership in a public CPG company |
| Transformational CPG Acquisition Corp. (SPAC) | Chief Financial Officer | 2021–2022 | SPAC finance leadership |
| The Meow Mix Company | SVP & CFO | Feb 2002–Jul 2006 | Led finance at a consumer brand |
| Global Household Brands | Co‑President & CFO | Dec 1999–May 2001 | Co-led corporate finance/operations |
| Chock Full O’Nuts | Various roles; SVP & COO | 1986–Dec 1999 | Senior operating leader |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vaughan Foods, Inc. (NASDAQ, sold 2011) | Director; Compensation Committee member; Audit Committee Chair | Pre-2010–2011 | Chaired audit; director oversight |
| Velocity Express, Inc. (NASDAQ, sold 2009) | Director; Compensation Committee member; Audit Committee Chair | Pre-2009–2009 | Chaired audit; director oversight |
Board Governance
- Committee assignments: Audit; Compensation; Governance; Technology & Operations; all committees are composed solely of independent directors .
- Chair roles: None (member across four committees) .
- Independence: Board affirmed independence under NYSE rules; familial relationship with CEO deemed not material to independence .
- Attendance: Board met 4 times; each director attended at least 75% of aggregate Board and committee meetings; committee meetings held in 2024—Audit (8), Compensation (7), Governance (4), Technology & Operations (4) .
- Lead Independent Director: Stephen K. Roddenberry; presides over executive sessions and sets agendas .
- Related-party policy: Governance Committee pre-approves related person transactions; none reportable in 2024 .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Fees earned in 2024 (cash) | $135,000 | |
| Stock awards in 2024 (grant-date fair value) | $185,006 | |
| Total 2024 director compensation | $320,006 | |
| Standard annual Board cash retainer | $100,000 | |
| Committee member fees | Audit $15,000; Compensation $10,000; Technology & Operations $10,000; Governance $10,000; Nominating Subcommittee $5,000 | |
| Chair premiums (policy) | Audit $35,000; Compensation $30,000; Governance $20,000; Technology & Operations $30,000; Sustainability & Corporate Responsibility $20,000; Nominating Subcommittee $15,000 |
Performance Compensation
| Equity Award | Grant | Vesting | Notes |
|---|---|---|---|
| RSUs for Board service (2024–2025 term) | 6,984 RSUs to Kassar | Vest on earlier of day prior to next annual meeting or one year from grant date; 100% shares issued upon vesting | Additional RSU grants applied to certain committee chairs (not applicable to Kassar) |
| RSU balance held at 12/31/2024 | 23,663 RSUs outstanding | N/A | Aggregate RSUs held as of year-end |
Performance metric framework he oversees (Compensation Committee member):
- Annual Incentive Program (NEOs): 75% adjusted EBITDA (target $412M; actual $368M after Avinode sale adjustment → 58% of target payout); 25% strategic objectives (Portfolio/People/Process), earned at 88% of target; overall AIP earned at 66% of target .
- PRSU program (NEOs): 2022–2024 PRSUs paid at 112% based on adjusted EPS $2.18 and ROIC >7.5%; 2024–2026 PRSU payout matrix tightened with higher EPS and ROIC ranges; 2025–2027 PRSUs move to three‑year cumulative EPS and ROIC averages .
| NEO Metric | Threshold | Target | Maximum | Actual/Outcome |
|---|---|---|---|---|
| 2024 AIP adjusted EBITDA ($M) | $350.0 (85% of target) | $412.0 (100%) | $480.0 (117%) | Actual $368.0; payout 58% of target |
| 2024 AIP Strategic Objectives | Capped 100% | 100% | 100% | Weighted outcome 88% of target |
| 2022–2024 PRSU adjusted EPS ($/share) | $1.98 | $2.20 | $2.60 | Actual $2.18; ROIC >7.5%; payout 112% |
Other Directorships & Interlocks
| Relationship/Entity | Nature | Governance Implication |
|---|---|---|
| First cousin of CEO (Michael J. Kasbar) | Familial tie; Board reviewed | Board determined not material; maintains independence; monitor for compensation/board processes given Compensation Committee membership |
| Compensation Committee interlocks | None | No interlocks or insider participation among members in 2024 |
Expertise & Qualifications
- Key skills: Accounting/Finance; Corporate Governance/Other Public Company Directorship; Investment Banking/Capital Markets—aligned with Audit and Compensation committee responsibilities .
- Professional depth across brand management and consumer products; senior finance executive experience .
Equity Ownership
| Item | Amount/Status | Governance Alignment |
|---|---|---|
| RSUs held (12/31/2024) | 23,663 | Demonstrates equity alignment |
| 2024–2025 RSU grant | 6,984 | Time‑based vesting; annual director equity program |
| Director ownership guideline | 5× annual Board fee ($500,000) target within 5 years | All non‑management directors in compliance; vested RSUs and deferred stock units count; hedging/short sales prohibited; pledged shares excluded from guideline compliance |
Governance Assessment
- Committee effectiveness: Active service on Audit, Compensation, Governance, and Technology & Operations aligns with his finance and governance skillset; committee meeting cadence (Audit 8, Compensation 7, Governance 4, Tech & Ops 4) supports robust oversight .
- Independence with familial tie: While a familial relationship exists, the Board’s formal independence determination and strong governance architecture (Lead Independent Director; independent-only committees; executive sessions) mitigate risk; nevertheless, his presence on Compensation warrants continued monitoring for perceived conflicts in pay decisions .
- Director pay and alignment: Balanced cash/equity mix (2024 total $320,006; RSUs vest annually) plus ownership guidelines promote skin-in-the-game; no hedging/pledging, clawback policy, and double‑trigger CIC provisions reinforce shareholder alignment .
- Shareholder signals: 2024 say‑on‑pay support (~91%) and enhanced engagement (Comp Committee chair involvement) indicate improving investor confidence in compensation oversight .
- RED FLAGS: Familial tie to CEO while on Compensation Committee—Board deems immaterial, but remains a perception risk; no reportable related‑party transactions in 2024 reduces immediate conflict exposure .