Robert C. Canham II
About Robert C. Canham II
Robert C. Canham II (age 77) is an independent director of New Concept Energy, Inc. (GBR), first elected effective October 16, 2024, to fill a vacancy following a director resignation. He serves as Audit Committee Chair and is a member of the Compensation and Governance & Nominating Committees; the Board affirmed his independence in December 2024. The Board met five times in fiscal 2024 and each director attended at least 75% of Board and committee meetings; independent directors held four executive sessions in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sunchase American, LTD. | President and part owner | >20 years (regional apartment management across Southeastern U.S.) | Operational leadership; real estate management expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sunchase American, LTD. | President and part owner | >20 years | Private company; not a disclosed public company directorship |
Board Governance
- Committee assignments (2025 proxy): Robert C. Canham II is Audit Committee Chair; member of Compensation and Governance & Nominating Committees. Other chairs: Richard W. Humphrey (Compensation Chair), Cecelia Maynard (Governance & Nominating Chair). Dan Locklear is designated the Audit Committee financial expert and a member .
- Independence: Board affirmed independence for Messrs. Canham, Locklear, Humphrey, and Ms. Maynard in December 2024 .
- Attendance and engagement: Board met five times in 2024; Audit met four times; Compensation met two times; Governance & Nominating met two times. Each director attended ≥75% of meetings; independent directors met in executive session four times .
- Presiding Director: Richard W. Humphrey served as Presiding Director through the annual meeting following fiscal 2024 .
| Committee | 2024 Meeting Count | Membership | Chair |
|---|---|---|---|
| Audit | 4 | Robert C. Canham II; Dan Locklear; Richard W. Humphrey | Robert C. Canham II (as per committee table) |
| Compensation | 2 | Cecelia Maynard; Robert C. Canham II; Richard W. Humphrey | Richard W. Humphrey |
| Governance & Nominating | 2 | Cecelia Maynard; Dan Locklear; Robert C. Canham II | Cecelia Maynard |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $2,500 | Nonemployee directors |
| Board meeting fee (cash, per meeting) | $2,000 | Paid per Board meeting attended |
| 2024 total fees – Robert C. Canham II | $10,500 | Fees earned/paid in cash; no equity or other comp |
During 2024, total nonemployee director fees paid were $42,000 (four directors at $10,500 each) .
Performance Compensation
| Category | Detail |
|---|---|
| Stock awards (RSUs/PSUs) | None disclosed for directors |
| Option awards | None disclosed for directors |
| Performance metrics tied to director pay | None disclosed (director comp is fixed retainer + meeting fees) |
| Clawback provisions (directors) | Not disclosed in proxy |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed for Robert C. Canham II . |
Related-party environment: New Concept Energy entered an Advisory Agreement (effective Sept. 1, 2024) with Pillar Income Asset Management (affiliate of Realty Advisors, Inc.). Pillar receives 0.75% of Gross Asset Value annually and the greater of $25,000 or 7.5% of Adjusted Net Income; the agreement is subject to written approval by a majority of independent directors and is terminable on notice . Realty Advisors, Inc. held 7.79% of common stock as of Oct. 10, 2025 (down from 22.31% as of Oct. 28, 2024) .
Expertise & Qualifications
- Long-tenured operating executive in multifamily property management (President and part owner of Sunchase American, LTD.), implying operational and real estate domain expertise .
- Audit Committee leadership; committee includes a designated financial expert (Dan Locklear), supporting financial oversight depth .
- No specific educational credentials disclosed in proxy materials for Canham .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Robert C. Canham II | — | 0% | No beneficial ownership reported; directors as a group reported no ownership . |
| Realty Advisors, Inc. (significant holder context) | 400,000 | 7.79% | As of Oct. 10, 2025 . |
Section 16 compliance: The Company stated all directors and officers complied with Section 16(a) filing requirements through year-end 2024 and the date of the proxy .
Governance Assessment
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Strengths:
- Independent director with audit chair role; Board affirmed independence in Dec. 2024; the audit committee met four times and holds private sessions with auditors, indicating robust oversight .
- Committees composed entirely of independent directors; Compensation Committee utilizes written charter and oversees CEO compensation and succession planning .
- Presiding Director structure to ensure independent executive sessions; four such sessions in 2024 .
- Auditor ratification received strong support at the 2024 annual meeting (4,366,763 for vs. 220,690 against; 535 abstain), signaling investor confidence in financial oversight .
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Concerns and RED FLAGS:
- Zero stock ownership reported for Canham (and for directors as a group), indicating low “skin-in-the-game” alignment; no director equity grants disclosed (no RSUs/options) .
- Related-party exposure via Advisory Agreement with Pillar/RAI (significant shareholder). While approvals require independent director consent, this structure presents potential conflicts that necessitate vigilant audit/governance oversight .
- Director compensation is entirely fixed cash retainer plus meeting fees; absence of equity or performance-linked compensation may weaken long-term alignment with shareholders .
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Committee Composition Changes (signal):
- Audit Committee transitioned from Roberts/Locklear/Maynard (2024) to Canham/Locklear/Humphrey (2025), with Canham assuming Chair—elevates his direct influence on financial reporting oversight .
- Compensation Committee shifted from Maynard/Roberts/Locklear (2024) to Maynard/Canham/Humphrey (2025), with Humphrey as Chair—Canham added to comp oversight responsibilities .
Overall, Canham’s committee leadership and independence support board effectiveness, but zero share ownership and the company’s related-party advisory structure are notable alignment and conflict risk indicators that investors should monitor closely .