Eric L. Robinson
About Eric L. Robinson
Eric L. Robinson (age 58) has served as a director of ClearOne, Inc. since July 2015 and has been Chairman of the Board since February 2022 . He is a corporate attorney by training (14 years in private practice, including 11 years as partner at Blackburn & Stoll, LC) with deep securities and transactional expertise; he holds a B.S. in Accounting (honors) from the University of Utah, passed the CPA exam (unlicensed), and earned a J.D. from Vanderbilt University (Order of the Coif; Managing Editor of the Law Review) . The Board has designated him as an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blackburn & Stoll, LC | Partner (corporate/securities) | 11 years | Led securities and corporate transactions |
| Private practice | Corporate Attorney | 14 years | Securities, corporate, M&A, licensing, construction contracts |
| ActiveCare, Inc. | CFO, in-house counsel, secretary, treasurer | Jul 2016–Jun 2017 | Voluntary resignation; company filed Chapter 11 on Jul 15, 2018 (post-departure) |
| ClearOne, Inc. & E. Dallin Bagley | Corporate/securities legal counsel | Not specified | Prior counsel to CLRO and its largest shareholder (potential related-party sensitivity) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MicroPower Global Limited | General Counsel, CFO, Director | Past five years | Semiconductor company |
| OUR Rescue, Inc. | VP of Legal Affairs | Past five years | Non-profit sector |
| Various companies | Counsel | Ongoing | Regenerative medicine and commercial construction clients |
Board Governance
| Committee | Role | Independence | Notes |
|---|---|---|---|
| Audit and Compliance | Chair | Independent (NASDAQ/SEC) | Designated “audit committee financial expert” |
| Compensation | Member | Independent (NASDAQ) | Oversees executive compensation; equity grant practices and peer benchmarking described |
| Nominating | Member | Independent (NASDAQ) | Oversees director nominations and board composition |
| Special Transaction Committee | Member | Independent (NASDAQ) | Formed Nov 2024 to review strategic alternatives |
- Board leadership separated: Robinson named independent Chairman in Feb 2022; roles of CEO and Chair are split .
- Attendance: Board held 9 meetings in 2024; no director attended fewer than 75% of board/committee meetings; all directors attended the 2023 annual meeting .
Meetings (2024)
| Metric | Count |
|---|---|
| Board Meetings | 9 |
| Audit & Compliance Committee Meetings | 4 |
| Compensation Committee Meetings | 3 |
| Nominating Committee Meetings | 0 |
| Special Transaction Committee Meetings | 0 |
Fixed Compensation
| Metric | 2022 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $40,800 | $70,200 |
Performance Compensation
| Metric | 2022 | 2024 |
|---|---|---|
| Option Awards ($) | $13,200 | $0 |
- Option grants to directors provide accelerated vesting upon a change in control under certain awards .
- The Compensation Committee did not employ compensation consultants in 2024 .
Other Directorships & Interlocks
| Organization | Public? | Role | Interlock/Conflict Consideration |
|---|---|---|---|
| MicroPower Global Limited | Not disclosed | Director; GC; CFO | No specific conflict disclosed |
| OUR Rescue, Inc. | Non-profit | VP of Legal Affairs | No specific conflict disclosed |
| ClearOne & E. Dallin Bagley | Outside legal counsel (prior) | Counsel | Prior counsel to CLRO and largest shareholder; monitoring for related-party sensitivity advisable |
- Edward D. Bagley beneficially owns 49.60% of CLRO; he received $65,000 in consulting fees in 2024 under a long-running consulting agreement reviewed under the related-party policy .
Expertise & Qualifications
- Corporate/securities law, M&A, licensing, construction contracts; 14 years in private practice; 11 years as law firm partner .
- Financial expertise: prior CFO roles; B.S. Accounting (honors), passed CPA exam (unlicensed); designated audit committee financial expert .
- Legal credentials: Vanderbilt J.D., Order of the Coif; Managing Editor of the Law Review .
Equity Ownership
| Shares Owned Currently | Could be Acquired Within 60 Days | Total Beneficial Ownership | Percent of Outstanding |
|---|---|---|---|
| 65 | 38,333 | 38,398 | 0.14% |
- No disclosure of shares pledged as collateral; no pledging noted .
- Insider Trading Policy imposes blackout periods and requires pre-approval for senior officers/key employees; trading while in possession of MNPI is prohibited .
Governance Assessment
- Positives:
- Independent director with “audit committee financial expert” designation; chairs Audit Committee; Board has separated CEO and Chair roles enhancing oversight .
- Strong attendance and multi-committee engagement; active risk oversight through Audit and role on Special Transaction Committee .
- Formal insider trading policy and related-party transactions policy with Audit Committee review .
- Concerns/RED FLAGS:
- Prior legal counsel to CLRO and to dominant shareholder Edward D. Bagley presents perceived conflict risk; rigorous recusal and committee oversight are essential .
- Concentration of roles: Board Chair and Audit Committee Chair held by same individual concentrates governance power; some investors prefer these roles split .
- Low personal ownership (0.14%; 65 shares currently owned) and no director equity awards in 2024 may limit economic alignment with shareholders .
- Historical association with ActiveCare, Inc. (CFO) which later entered bankruptcy (post-departure) may be scrutinized by risk-sensitive investors .
- Absence of external compensation consultants in 2024 could suggest limited external benchmarking rigor for pay decisions .
- High shareholder concentration (Bagley at 49.60%) heightens importance of independent committee processes, especially for strategic transactions overseen by the Special Transaction Committee .