PRINCETON, N.J. & PHILADELPHIA--(BUSINESS WIRE)--
Richter Capital LLC, a private asset management firm, announced today that it has submitted a letter to the Board of Directors of Hill International, Inc. (NYSE:HIL) regarding recent actions of Hill’s Board related to the compensation of Interim Chief Executive Officer Paul J. Evans and actions to be taken by certain affiliates of Richter Capital at Hill’s upcoming 2017 Annual Meeting of Stockholders. A complete copy of the letter is reprinted below.
May 31, 2017
Via E-Mail
Board of Directors of Hill International, Inc.
c/o William H.
Dengler, Jr., Secretary
One Commerce Square
2005 Market
Street, 17th Floor
Philadelphia, PA 19103
Re: 2017 Annual Meeting of Stockholders
Dear Members of the Board of Directors:
This letter is being sent to you on behalf of myself and certain other members of the Richter family. Collectively, we own approximately 10.6 million shares, or 20.4%, of the outstanding common stock of Hill International, Inc. (“Hill” or the “Company”). In addition, I and my father Irv Richter own vested and exercisable employee stock options giving us the right to acquire approximately 3.0 million additional shares. We thus collectively own or have the right to own approximately 13.6 million shares, or 24.7%, of the Company’s outstanding equity on a diluted basis. We are thus—by far—Hill’s largest stockholder group. And we are very disappointed in recent actions of Hill’s Board.
We have reviewed the Current Report on Form 8-K, filed by the Company on May 16, 2017 with the U.S. Securities and Exchange Commission, detailing the compensation package awarded to Interim CEO Paul J. Evans. In summary, Mr. Evans’ package includes base compensation of $140,000 per month, consisting of $60,000 in cash and $80,000 in Hill common stock. On an annualized basis, this equates to $1.68 million in guaranteed compensation. This amount is nearly 9% higher than the base compensation I received as the Company’s most recent CEO, a salary that received much criticism both from this Board and from several of the Company’s more activist stockholders. On top of that, Mr. Evans is also entitled to a cash performance bonus of up to $50,000 per month and living expenses of $5,000 per month, or up to $660,000 annualized. This results in total annualized compensation for Mr. Evans of $2.34 million.
For a superstar CEO, that might be a reasonable compensation package. For Mr. Evans—an Interim CEO, a placeholder, a man who has never been the CEO of a public company, a man who has been unemployed since 2015 after being forced out by his last employer, a man who has no experience whatsoever in the project management industry—it is egregious and outrageous. And after speaking with numerous other Hill stockholders, we are not alone in this opinion.
As a result of Mr. Evans’ compensation package, which was recommended by Hill’s Compensation Committee and approved by Hill’s Board, we intend to do the following at the Company’s 2017 Annual Meeting of Stockholders:
- We will be voting AGAINST Proposal 3, the advisory say-on-pay vote on named executive officer compensation. The Board has clearly demonstrated through Mr. Evans’ compensation package that it will be ignoring the best interests of the Company’s stockholders when it comes to executive compensation.
- We will be voting to WITHHOLD our votes for the re-election of incumbent director Steven R. Curts. In 2015, Mr. Curts was added to the Board and made Chairman of the Board’s Compensation Committee specifically to reform and improve executive compensation policies and practices at Hill. Yet he has clearly demonstrated through his approval of Mr. Evans’ compensation package and otherwise that he has failed at that mission. Since Mr. Curts has ignored the best interests of the Company and its stockholders, we believe he does not merit re-election to the Company’s Board.
- We will also be voting to WITHHOLD our votes for the re-election of incumbent director Alan S. Fellheimer. Mr. Fellheimer has clearly demonstrated through his approval of Mr. Evans’ compensation package that he also has ignored the best interests of the Company and its stockholders and we believe Mr. Fellheimer does not merit re-election to the Company’s Board. In addition, it would be in the interests of good corporate governance at Hill if Mr. Fellheimer, who is 74 years old and has served on Hill’s Board now for 11 years, would be removed from his position as a director by the Company’s stockholders.
While there is no contested election this year, Hill amended its Bylaws last year to require majority voting for its directors in uncontested elections. Thus, if Mr. Curts and/or Mr. Fellheimer fail to achieve at least 50% of the votes cast, they would be required to tender their resignations to the Board promptly following the certification of election results. In that case, the Board would then decide whether or not to accept their resignations.
In such event, we highly recommend that Hill’s Board accept their resignations and decrease the size of the Board, for three reasons. First, the Board must recognize and accept the express will of the Company’s stockholders in such a situation. Second, the size of the Board at nine members is simply too large and unwieldy for a company of Hill’s current size now that the Construction Claims Group has been sold off. And third, the Company would be saving nearly $1 million in directors’ fees over the next three years with two fewer directors. In light of drastic cost-cutting throughout the Company at present, that potential savings is too great to ignore.
We will not be soliciting any proxies in connection with the above, but we do intend to reach out and communicate with our fellow stockholders to encourage them to vote as we intend to vote. We also intend to continue to be diligent going forward in overseeing the decisions and performance of Hill’s Board in order to protect our significant investment in Hill International, Inc.
Best regards,
RICHTER CAPITAL LLC
/s/ David L. Richter
David L. Richter
Chairman and CEO
Richter Capital LLC, founded in 2017 by Chairman and CEO David L. Richter, is an asset management firm based in Princeton, New Jersey that manages wealth for private clients. For more information on Richter Capital, please visit our website at www.richtercap.com.
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