Brett Huckelbridge
About Brett Huckelbridge
Brett Huckelbridge (age 52) has served as an independent director of Global Water Resources, Inc. since May 2018; he is Managing Member of Steel Canyon Capital, LLC (since 2006) with prior roles at ESL Investments (Vice President, 2003–2006), Sears Holding (Vice President, Business Development, 2003–2006), Sonoran Capital (Managing Member, 2000–2003), and Outdoor Systems (Director, Acquisitions & Strategic Planning, 1997–2000) . The Board has determined he is independent under Nasdaq and Exchange Act standards, specifically considering Steel Canyon’s management of assets for Levine Investments LP (LILP) and Steel Canyon’s office sublease from Camelback Systems, and concluded independence with these relationships disclosed .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ESL Investments | Vice President | 2003–2006 | Investment, portfolio company oversight; public equity value focus |
| Sears Holding (portfolio of ESL) | Vice President, Business Development | 2003–2006 | Corporate development, initiatives for portfolio operations |
| Sonoran Capital, LLC | Managing Member | 2000–2003 | Private/public equity, media/communications focus |
| Outdoor Systems, Inc. | Director, Acquisitions & Strategic Planning | 1997–2000 | M&A, corporate finance, budgeting, investor relations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Steel Canyon Capital, LLC | Managing Member (Founder/Portfolio Manager) | 2006–present | Registered investment adviser; concentrated public equity portfolios |
| Other public company boards | — | — | None disclosed in GWRS proxy biographies |
Board Governance
- Independence: Board determined Huckelbridge is independent, considering Steel Canyon’s management of assets for LILP, the Keim Inc. general partner structure, overlapping relationships with director/shareholders Jonathan L. Levine and Andrew M. Cohn, and a Camelback Systems sublease; independence affirmed .
- Committee memberships (current year): Audit & Risk Committee (member) and Compensation Committee (member); not on Corporate Governance, Nominating, Environmental & Health and Safety Committee .
- Audit committee financial expert: The Board determined Huckelbridge (along with Alexander and Coy) is an “audit committee financial expert” and meets Nasdaq financial sophistication requirements .
- Attendance: Board held four meetings in 2024; each director attended 100% of Board and committee meetings; same attendance disclosure for 2023 .
- Board leadership: Combined Chair/CEO (Ron Fleming) structure with a Lead Independent Director (Richard Alexander) for independent oversight .
| Committee | Member | Chair |
|---|---|---|
| Audit & Risk Committee | Brett Huckelbridge | Richard M. Alexander |
| Compensation Committee | Brett Huckelbridge | David Rousseau |
| Corporate Governance, Nominating, Environmental & Health and Safety | Not a member | Debra G. Coy |
Fixed Compensation
- Program structure (2024): Directors receive a cash/equity retainer and committee fees; 50% cash/50% stock (RSAs) under the 2020 Omnibus Incentive Plan . Meeting fees were removed and the program updated based on FW Cook’s review for 2024 .
| Component | Amount (USD) | Payment Method |
|---|---|---|
| Annual Retainer | 57,000 | 50% stock / 50% cash |
| Lead Independent Director Fee | 9,500 | 50% stock / 50% cash |
| Audit & Risk Chair Fee | 14,000 | 50% stock / 50% cash |
| Compensation Chair Fee | 8,750 | 50% stock / 50% cash |
| Corporate Governance Chair Fee | 8,750 | 50% stock / 50% cash |
| Audit Committee Member Retainer | 9,000 | 50% stock / 50% cash |
| Compensation Committee Member Retainer | 8,750 | 50% stock / 50% cash |
| Corporate Governance Committee Member Retainer | 8,000 | 50% stock / 50% cash |
- Historical director compensation (Huckelbridge):
| Year | Fees Earned/Paid in Cash (USD) | Stock Awards (USD) | All Other (USD) | Total (USD) |
|---|---|---|---|---|
| 2020 | 32,446 | 32,446 | 1,656 | 66,548 |
| 2021 | 34,635 | 34,635 | 2,446 | 71,716 |
| 2022 | 37,339 | 37,339 | 3,176 | 77,854 |
| 2023 | 36,824 | 36,824 | 4,181 | 77,829 |
| 2024 | 46,830 | 28,031 | 4,831 | 79,692 |
Performance Compensation
- Directors’ equity awards: Non‑employee director RSUs/RSAs are fully vested at grant; RSUs are redeemable only upon cessation from the board, reinforcing long-term alignment; no performance metrics are tied to director equity awards .
- Compensation consultant: FW Cook engaged in April 2023 for benchmarking of NEO and director pay; changes included removing meeting fees and increasing equity elements for 2024 .
Other Directorships & Interlocks
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Other public company boards: None disclosed for Huckelbridge in GWRS filings .
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Interlocks and related-party exposure:
- Independence determination explicitly considered Steel Canyon’s management of LILP assets; LILP is controlled via Keim Inc., with significant GWRS shareownership by the Levine interests; Andrew Cohn (director) is Director of Real Estate for LILP .
- Steel Canyon subleases office space from Camelback Systems under a verbal sublease; Camelback Systems is led by Levine interests; disclosed in independence assessment .
- Employee Medical Benefits Plan is sponsored by Camelback Systems; GWRS paid approximately $1.6 million (2024) and $3.8 million (2023) in claims under the plan; Board discloses and oversees related-party policy .
- Standstill Agreement with LILP, William S. Levine, Jonathan L. Levine, and Andrew M. Cohn restricts acquisitions/group actions to prevent “control” under ACC rules; termination conditions extend beyond June 30, 2026 with notice periods and board-service contingencies .
- 2025 public offering participation by LILP (1,187,200 shares) and Andrew Cohn (252,000 shares) without underwriting discounts, highlighting shareholder concentration dynamics .
Expertise & Qualifications
- Audit/finance: Designated audit committee financial expert and meets Nasdaq financial sophistication requirements, supporting oversight of financial reporting and risk management .
- Strategic/M&A and investment: Career experience spans M&A, corporate finance, and concentrated public equity portfolio management, providing capital markets and transaction expertise to the Board .
Equity Ownership
| Metric | As of Mar 14, 2024 | As of Mar 17, 2025 |
|---|---|---|
| Common shares beneficially owned | 2,000 | 4,286 |
| Percentage of common stock | <1% | <1% |
- Director stock ownership guidelines: Minimum ownership of 3× the annual retainer; cash payments restricted to ≤50% until guideline met; individual compliance status for Huckelbridge is not disclosed .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approved: For 19,397,303; Against 237,548; Abstain 24,335; Broker non‑votes 1,022,850 .
- 2025 say‑on‑pay approved: For 18,956,587; Against 234,197; Abstain 24,613; Broker non‑votes 1,006,544 .
Insider Filings
| Year (Disclosure) | Delinquent Section 16(a) reports mentioning Huckelbridge |
|---|---|
| 2023 (proxy filed Mar 26, 2024) | One report reporting one transaction |
| 2024 (proxy filed Apr 4, 2025) | Not listed among delinquent filers |
Governance Assessment
- Board effectiveness and engagement: Huckelbridge attends 100% of Board/committee meetings and serves on Audit & Risk and Compensation Committees; designation as an audit committee financial expert strengthens oversight of controls and risk .
- Independence with disclosed ties: The Board’s independence finding explicitly weighs Steel Canyon’s advisory relationship to LILP and sublease from Camelback Systems; ongoing Standstill Agreement and transparent related‑party policies mitigate control/transaction risks, but close ties to a dominant shareholder group warrant continued monitoring .
- Pay and alignment: Director pay mix (cash + RSAs/RSUs) is retainer‑based and fully vested at grant, with RSU redemption blocked until board departure (historically), encouraging long‑term orientation; program updates followed FW Cook benchmarking to align with peers .
- Ownership alignment: Huckelbridge’s personal holdings are small (<1%) at 4,286 shares in 2025 (2,000 in 2024); while company guidelines require 3× retainer ownership, individual compliance is not disclosed, moderating “skin‑in‑the‑game” optics for this director .
- Shareholder signals: Strong say‑on‑pay approvals in 2024 and 2025 indicate broad investor support for compensation governance, indirectly supporting Board oversight credibility .
- RED FLAGS (monitor): Concentrated shareholder interlocks (LILP/Keim/Camelback Systems), Steel Canyon office sublease, and prior minor Section 16 delinquency (2023) present perception risks; however, robust related‑party policies and Standstill provisions reduce control concerns .