Richard Crumly
XPELAbout Richard K. Crumly
Independent director of XPEL, age 68, based in Austin, Texas, serving on the Board since 2010. Background: more than 30 years investing in start-up and entrepreneurial ventures across consumer products and telecommunications, plus various real estate investments; Bachelor of Science from Trinity University in San Antonio. The Board determined he is independent under Nasdaq listing standards and Exchange Act Rule 10A-3. He is also a significant shareholder, beneficially owning approximately 5.1% of XPEL common stock.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Various start-up ventures (consumer products; telecommunications) | Investor/Entrepreneur | 30+ years | Broad investment background informs capital allocation and growth-stage governance |
| Various real estate ventures | Investor | Not disclosed | Experience with property investments (raw land to developed properties) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed in the proxy | — | — | — |
Board Governance
- Committee assignments: Member, Audit Committee; Member, Compensation Committee; Member, Nominating & Corporate Governance Committee. Chairs: Audit—Michael A. Klonne; Compensation—John F. North; Nominating & Corporate Governance—Stacy L. Bogart. Crumly is not a committee chair.
- Independence: The Board determined Crumly is independent per Nasdaq standards and Rule 10A-3; all members of Audit, Compensation, and Nominating & Corporate Governance are independent.
- Attendance/engagement: All three Audit Committee members (including Crumly) attended each meeting in 2024; the Audit Committee and Deloitte met in executive session at each meeting. Independent directors also hold regular executive sessions.
- Tenure: Director since 2010.
- Risk oversight: The Audit Committee oversees financial, IT, and cybersecurity risks; Compensation Committee oversees compensation-related risk; Nominating & Corporate Governance oversees independence and conflicts.
Fixed Compensation
| Year | Fees Earned/Paid (Cash or Stock) | Notes |
|---|---|---|
| 2024 | $60,000 | Non-employee director annual retainer set at $60,000 as of Feb 2024; Crumly elected cash in 2024 (all directors except North elected cash) |
| Fee Schedule (effective Feb 2024) | Director retainer: $60,000; Lead Director fee: $25,000; Committee Chair fees: Audit $17,500; Compensation $12,500; Governance $10,000 | Chair fees are in lieu of member fee; Crumly is not a chair |
Performance Compensation
| Year | Equity Grant Type | Grant Value | Vesting | Unvested at 12/31/2024 |
|---|---|---|---|---|
| 2024 | RSUs (non-employee director annual grant) | $80,000 | Vests quarterly over one year | 1,060 shares (per director) |
- Performance metrics: None disclosed for director equity; RSUs vest on a time-based schedule (no performance conditions).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee interlocks | None. In 2024, North (Chair), Crumly, and Bogart served; no member was an officer/employee; no related-party relationships requiring disclosure; no XPEL executive served on another company’s board/comp committee with reciprocal interlocks. |
| Other public boards | Not disclosed for Crumly. |
Expertise & Qualifications
- Entrepreneurial investor across start-ups (consumer products and telecommunications) with extensive real estate experience; Bachelor of Science (Trinity University, San Antonio).
- Significant shareholder with long Board tenure since 2010, contributing investor perspective and continuity.
Equity Ownership
| Holder/Form | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Richard K. Crumly (beneficial) | 1,412,363 | 5.1% | None of the shares listed in the ownership table are pledged as security. |
| ADAMAS, LLC (controlled by Crumly) | 1,076,743 | Included above | Crumly disclaims beneficial ownership except to extent of pecuniary interest. |
| CARPE, LLC (controlled by Crumly) | 316,912 | Included above | Crumly disclaims beneficial ownership except to extent of pecuniary interest. |
| Spouse | 15,500 | Included above | Crumly has no voting/dispositive power; disclaims beneficial ownership. |
| Unvested RSUs (director grant) | 1,060 | — | At 12/31/2024 per director. |
| Stock ownership guidelines | 3x annual cash retainer; all non-employee directors were in compliance as of Jan 31, 2025 | — | Directors precluded from selling until meeting guidelines. |
Governance Assessment
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Alignment: Meaningful ownership (~5.1%) aligns incentives; Board confirms he is independent under Nasdaq/Rule 10A-3.
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Engagement: Full Audit Committee meeting attendance and regular executive sessions signal active oversight.
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Compensation structure: Balanced mix—$60,000 cash retainer plus $80,000 time-based RSUs; no performance-based metrics for director equity, which is standard but provides limited explicit pay-for-performance linkage.
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Conflicts/related parties: No related-party transactions in 2024; formal policy requires Audit Committee review of any related-person transactions.
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Ownership policy: Directors required to maintain 3x retainer; all non-employee directors in compliance as of Jan 31, 2025; no pledging noted in the ownership table.
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RED FLAGS:
- Significant shareholding can present potential influence risk, though the Board affirms independence; ongoing monitoring of related-party transactions remains prudent.
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Signals supportive of investor confidence:
- Independent committee membership across Audit, Compensation, and Nominating & Corporate Governance, with independent chairs and use of an independent compensation consultant (FW Cook).
- Strong Section 16 compliance—no delinquent filings reported for 2024.
Insider Trades
| Item | Detail |
|---|---|
| Section 16 compliance | No person required to file under Section 16(a) failed to file on a timely basis during fiscal 2024 (proxy review). Specific Form 4 transactions not detailed in the proxy. |