Bruce Whaley
About Bruce Whaley
Bruce Whaley, age 74, has served as an independent director of ClearOne since April 16, 2019. He is a career stockbroker with nearly five decades of experience, currently trading at Wilson & Davis (Salt Lake City) since 1988; he also held a real estate license and worked as a Coldwell Banker agent until March 2023. Whaley attended the University of Utah (1968–1971), studying business administration, accounting, and finance, but did not graduate with a degree. He is deemed independent under NASDAQ listing standards and sits on all standing committees of the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wilson & Davis (regional brokerage, Salt Lake City) | Broker/trader | 1988–present | Capital markets experience relevant to Audit and Compensation oversight |
| Coldwell Banker | Real estate agent (licensed) | Until Mar 2023 | Transactional and local market exposure |
| University of Utah | Student (business, accounting, finance) | 1968–1971 | No degree; coursework relevant to financial oversight |
External Roles
| Organization | Role | Status |
|---|---|---|
| Public company boards | None disclosed in CLRO proxy biography | Not disclosed |
Board Governance
- Independence: Board determined Whaley is independent under NASDAQ standards; all standing committees comprised entirely of independent directors .
- Committee assignments and chair roles:
- Audit & Compliance Committee: Member (Chair: Eric L. Robinson; Robinson designated “audit committee financial expert”) .
- Compensation Committee: Chair (members: Whaley, Hendricks, Robinson) .
- Nominating Committee: Member (Chair: Hendricks; members: Hendricks, Robinson, Whaley) .
- Special Transaction Committee (formed Nov 2024): Member (Hendricks, Robinson, Whaley) overseeing strategic alternatives review .
- Board leadership: Chairman and CEO roles separated (Chair: Robinson since Feb 2022) to enhance oversight and independence .
- Attendance and engagement:
- Board met 9 times in 2024; no director attended fewer than 75% of aggregate Board and committee meetings where they were members; all directors attended the 2023 annual meeting .
- 2024 committee meetings: Audit (4), Compensation (3), Nominating (0), Special Transaction (0) .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Option Awards ($) | Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 36,400 | — | — | 36,400 |
Notes:
- Directors were reimbursed for out-of-pocket travel/related expenses, but none were reimbursed in 2024 .
Performance Compensation
| Year | Stock Awards (RSUs/PSUs) | Option Awards | Performance Metrics Tied to Director Compensation | Vesting/Terms |
|---|---|---|---|---|
| 2024 | Not disclosed | None in 2024 grants to directors | None disclosed for director pay | Not applicable |
Compensation Committee practices (context for pay-for-performance): No compensation consultants were employed in 2024; equity grants for executives set at market closing price on grant date; committee uses comparable companies and Utah-based public companies with similar revenues for benchmarking .
Other Directorships & Interlocks
| Person/Entity | Relationship/Role | Potential Conflict/Interlock |
|---|---|---|
| Lisa B. Higley (Director) | Daughter of Edward D. Bagley (former Chair; 49.60% beneficial owner) | Family relationship on Board; both previously disclaimed beneficial ownership of each other’s shares |
| Eric L. Robinson (Chair) | Former corporate/securities counsel to CLRO and to largest shareholder E. Dallin Bagley | Prior counsel relationship may create perceived interlocks with controlling shareholder |
| Edward D. Bagley | >5% holder; consulting agreement (renewed through 2024; $65,000 paid in 2024) | Related-party consulting fees; high ownership concentration |
Expertise & Qualifications
- Capital markets and brokerage experience (~50 years) enhances oversight of compensation structures and aligns with Audit committee responsibilities .
- Exposure to real estate transactions and local market dynamics; additional operational perspective .
- Formal education in business/accounting/finance coursework (no degree) .
- Not designated as the Audit Committee Financial Expert (that designation is held by Robinson) .
Equity Ownership
| Holder | Shares Currently Owned (A) | % of Shares Outstanding (B) | Shares Acquirable within 60 Days (C) | Total (A+C) | % Total Ownership (E) |
|---|---|---|---|---|---|
| Bruce Whaley | 12,000 | 0.05% | 10,000 | 22,000 | 0.08% |
Additional context:
- Shares outstanding as of record date: 25,992,995 .
- No disclosure of pledged shares or hedging by directors; Company insider trading policy prohibits trading while in possession of MNPI and imposes quarterly blackout windows .
- Equity compensation plan outstanding options total 569,016; weighted average exercise price $3.32; remaining available shares 1,015,171 .
Governance Assessment
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Strengths:
- Independent status and service across all key committees, with Whaley chairing Compensation, supports Board effectiveness and independent oversight of pay .
- Attendance at or above 75% threshold and multiple 2024 meetings indicate engagement; Board met 9 times; Audit (4) and Compensation (3) held regular sessions .
- Separation of Chair and CEO roles enhances governance transparency and oversight .
-
Risks and RED FLAGS:
- Ownership concentration: Edward D. Bagley beneficially owns ~49.60% (control risk); presence of a family member (Higley) on the Board increases perceived influence risk .
- Prior counsel relationship: Chair Robinson previously served as legal counsel to CLRO and Bagley—potential interlock/loyalty concerns even though Board deems him independent .
- Related-party transactions: Bagley consulting agreement paid $65,000 in 2024 (governance optics), though subject to Audit Committee review per policy .
- Capital structure actions: Board proposals for a 1-for-10 to 1-for-15 reverse split, increase in authorized common to 150M, and authorization of 50M “blank check” preferred—dilution and anti-takeover optics; Whaley serves on Special Transaction Committee overseeing strategic alternatives .
- Compensation Committee did not employ an independent consultant in 2024, which can reduce external benchmarking rigor for pay decisions .
-
Signals affecting investor confidence:
- Board recommends “Every Three Years” for say-on-pay frequency, reducing annual feedback cycles; investors often prefer annual votes .
- Nasdaq minimum bid deficiency led to reverse split proposal; market listing risk indicates heightened turnaround pressure during Whaley’s committee oversight period .
Overall, Whaley’s long brokerage background and independent committee roles are positives for governance; however, high insider influence, family relationships on the Board, prior counsel ties, and aggressive capital structure proposals create notable governance risk optics that warrant ongoing monitoring of Compensation Committee decision-making and Special Transaction Committee processes .