Hamish Norton
About Hamish Norton
Hamish Norton, 66, has served as an independent director of Cadre Holdings since October 2012. He is President of Star Bulk Carriers Corp. (NASDAQ: SBLK) and has over 28 years of investment banking experience advising on capital markets and M&A; he holds an A.B. in Physics from Harvard College and a Ph.D. in Physics from the University of Chicago .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Investment banking (various) | Investment banker advising companies on capital markets and M&A | 28+ years | Capital markets and M&A expertise brought to Cadre’s Board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Star Bulk Carriers Corp. (NASDAQ: SBLK) | President | Since July 2014 | Executive role; dry bulk shipping industry |
Board Governance
- Committee assignments (current): Chair, Compensation Committee; Member, Audit Committee; Member, Nominating & Corporate Governance Committee .
- Committee assignments (prior year): Chair, Compensation Committee; Member, Audit Committee; Member, Nominating & Corporate Governance Committee .
- Independence: Determined independent under NYSE rules; Board majority independent .
- Attendance: Fiscal 2024—Board held 7 meetings and all directors then in office attended ≥75% of Board and committee meetings; Fiscal 2023—Board held 5 meetings and all directors then in office attended 100% of Board and committee meetings .
- Executive sessions: Independent directors hold executive sessions in connection with regularly scheduled board meetings; the Lead Independent Director presides (Gianmaria Delzanno in 2025; Nicholas Sokolow in 2024) .
Fixed Compensation
Director cash retainer and chair fees (policy and actuals):
- Policy (2024): Annual cash retainer $65,000; Compensation Chair fee $15,000; Audit Chair fee $27,500; Lead Independent Director fee $30,000; annual option grant to each non‑employee director, strike = closing price, vest in four quarterly tranches .
- Policy (2023): Annual cash retainer $40,000 (raised to $60,000 effective 1/1/2024); same chair fees; annual option grant as above .
Director compensation received by Hamish Norton:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Cash fees ($) | $55,000 | $80,000 |
| Option awards (grant-date fair value, $) | $92,640 | $161,600 |
| Total ($) | $147,640 | $241,600 |
Performance Compensation
Director equity awards (structure and grants):
- Structure: Annual stock options to non‑employee directors at exercise price = closing price on grant date; vest in four equal quarterly tranches (fully vests by year-end) .
- Norton grants:
| Grant Date | Award Type | Number of Options | Fair Value per Option ($) | Vesting |
|---|---|---|---|---|
| Mar 13, 2023 | Stock options | 16,000 | 5.79 | Fully vested 12/31/2023; quarterly tranches |
| Mar 18, 2024 | Stock options | 16,000 | 10.10 | Fully vested 12/31/2024; quarterly tranches |
Performance metrics: None disclosed for director equity; awards are time/tenure-based with standard quarterly vesting .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Star Bulk Carriers Corp. | President (executive) | Industry unrelated to Cadre; no related-party transaction disclosures involving Norton . |
Expertise & Qualifications
- Capital markets/M&A advisory depth (28+ years) .
- Physics degrees (Harvard A.B.; University of Chicago Ph.D.), analytic rigor .
- Executive experience (President of Star Bulk), operational insights .
Equity Ownership
Beneficial ownership and alignment:
| Metric | As of Apr 19, 2024 | As of Apr 14, 2025 |
|---|---|---|
| Shares beneficially owned (#) | 59,500 | 71,500 |
| % of outstanding | <1% | <1% |
| Options currently exercisable within 60 days (#) | 36,000 | 48,000 |
| Shares pledged as collateral | None disclosed for Norton (CEO Kanders disclosed pledges; Norton not) |
Governance Assessment
- Board effectiveness: Norton chairs Compensation and serves on Audit and Nominating & Governance—broad governance coverage indicating strong engagement and oversight .
- Independence and attendance: Independent under NYSE rules; consistent strong attendance (100% in 2023; at least 75% in 2024) supports reliability and investor confidence .
- Compensation alignment: Mix skewed to equity via annual options (e.g., FY2024 equity $161.6k vs cash $80k), fostering shareholder alignment; options priced at market and vest quarterly to promote ongoing service .
- Conflicts/related parties: No related-party transactions disclosed involving Norton; Audit Committee (including Norton) oversees related-party review, which is pertinent given fees paid to Kanders & Company on acquisitions/financing in 2024–2025 .
- Policies: Anti‑hedging policy restricts short sales, derivatives, and hedging without approval—supports alignment and mitigates risk of misaligned incentives .
RED FLAGS: None identified specific to Norton (no pledging; no related-party transactions; independent status maintained). Broader governance watch items include Board-approved related-party fees to Kanders & Company in 2024–2025, but Norton’s role is as part of committees overseeing risk and transactions; no personal conflict disclosed for him .