Richard M. Alexander
About Richard M. Alexander
Independent director and Lead Independent Director at Global Water Resources, Inc. since December 2010; age 69. Alexander is a seasoned oil and gas executive with 40+ years’ experience, holding CFA and CPA designations and a Bachelor of Business Management from Ryerson University. He currently serves as a director of CanAsia Energy Corp. and previously held director roles at Parallel Energy Trust and Oryx Petroleum; Parallel Energy Trust entered CCAA/Chapter 11 proceedings in November 2015, highlighting restructuring experience and a past risk event .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Parallel Energy Trust | Interim President & CEO; President & CEO | Jan 2012–Mar 2013; Mar 2013–Mar 2016 | Led during distress; entity filed for protection under CCAA and U.S. Chapter 11 in Nov 2015 . |
| AltaGas Ltd. | President & COO; EVP, COO, CFO | 2006–2012 | Senior operating and finance leadership at a major energy utility . |
| Niko Resources Ltd. | VP Finance & CFO | 2003–2006 | Corporate finance leadership . |
| Husky Energy Inc. | VP Investor Relations & Communications | 2001–2003 | Capital markets and communications leadership . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CanAsia Energy Corp. | Director | Current | Board oversight; energy sector expertise . |
| Parallel Energy Trust | Director | Prior | Governance during restructuring period . |
| Oryx Petroleum | Director | Prior | Board experience in E&P . |
Board Governance
- Independence: The Board determined Alexander is independent under Nasdaq and Exchange Act standards .
- Lead Independent Director: Duties include presiding over meetings without the Chair/CEO, facilitating independent director engagement, liaising with management, and reviewing agendas/materials .
- Committees:
- Audit and Risk Committee: Chair; designated an “audit committee financial expert” and financially sophisticated under Nasdaq standards .
- Compensation Committee: Member .
- Corporate Governance, Nominating, Environmental, and Health and Safety Committee: Member .
- Attendance: Board held four meetings in 2024; each director attended 100% of Board and committee meetings on which they served .
- ESG oversight: Board-level oversight via Corporate Governance, Nominating, Environmental & H&S Committee; sustainability reporting highlighted in Sept 2024 .
Fixed Compensation
| Component | Amount ($) | Payment Method | Source |
|---|---|---|---|
| Annual Director Retainer | 57,000 per year | 50% stock / 50% cash | |
| Lead Independent Director Fee | 9,500 per year | 50% stock / 50% cash | |
| Audit & Risk Committee Chair Fee | 14,000 per year | 50% stock / 50% cash | |
| Audit Committee Membership Retainer | 9,000 per year | 50% stock / 50% cash | |
| Compensation Committee Membership Retainer | 8,750 per year | 50% stock / 50% cash | |
| Corporate Governance Committee Membership Retainer | 8,000 per year | 50% stock / 50% cash |
| 2024 Director Compensation (Alexander) | Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Richard M. Alexander | 66,647 | 39,844 (RSAs, grant-date fair value) | 7,774 (expenses/dividends on RSUs/DPUs) | 114,264 |
Notes:
- Directors receive one-half of compensation in cash and one-half in fully-vested restricted stock awards under the 2020 Omnibus Incentive Plan; out-of-pocket expenses reimbursed .
Performance Compensation
| Feature | Details |
|---|---|
| Performance-linked elements in director pay | None disclosed; equity granted as RSAs fully vested upon issuance (not performance-conditioned) . |
Other Directorships & Interlocks
- Current: CanAsia Energy Corp. (director) .
- Prior: Parallel Energy Trust (director); Oryx Petroleum (director) .
- Interlocks: No disclosed shared directorships with GWRS customers/suppliers; however, GWRS has significant related-party dynamics through Levine-affiliated entities (see Related Party & Conflicts) .
Expertise & Qualifications
- Designations: CFA; CPA .
- Education: Bachelor of Business Management, Ryerson University .
- Audit Committee Financial Expert: Board-designated; meets Nasdaq financial sophistication .
- Sector Experience: Oil & gas operations, finance, restructuring; extensive C-suite roles .
Equity Ownership
| Holder | Common Shares Owned | Awards Vesting ≤60 Days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Richard M. Alexander | 45,277 | — | 45,277 | <1% (asterisk in proxy) |
Additional alignment policies:
- Hedging/short sales/margin: Prohibited for directors/officers/employees; pledging generally prohibited except limited, pre-approved exceptions by Audit & Risk Committee .
- Section 16(a) compliance: No delinquent filings disclosed for Alexander in 2024 .
Governance Assessment
Strengths
- Independent Lead Director with clear responsibilities; provides counterbalance to combined Chair/CEO structure .
- Audit & Risk Committee chair with audit committee financial expert designation; strong financial oversight credentials (CFA/CPA) .
- Full meeting attendance (Board and committees), indicating engagement and reliability .
- Robust related-party transaction policy requiring disinterested approvals and multi-factor evaluation; Alexander’s audit chair role provides oversight .
- Director pay structure moderated and aligned with external benchmarking (FW Cook); removal of meeting fees and structured retainers .
Watch items / RED FLAGS
- Concentrated ownership: Levine group controls ~42.4% via LILP; while a Standstill Agreement limits further control actions, concentration remains a governance risk for minority holders; Alexander (as lead independent/Audit chair) should ensure rigorous oversight .
- Related-party exposure: Company medical plan administered via Camelback Systems (Levine affiliations); material payments ($1.6M in 2024, $3.8M in 2023) require continued independent oversight by Audit & Risk Committee .
- Past distress event: Parallel Energy Trust’s 2015 CCAA/Chapter 11 filing ties to Alexander’s tenure in leadership; while it adds restructuring experience, it is a historical risk marker .
- Director equity awards are fully vested upon grant (RSAs), lacking performance conditions, which may dilute pay-for-performance alignment for board members .
Related Party & Conflicts Snapshot
- Standstill Agreement with LILP, W. Levine, J. Levine, and Cohn: Restricts acquisitions/group actions; terminable after mid-2026 subject to conditions; designed to prevent ACC “control” issues .
- Equity transactions: LILP and Cohn participated in March 27, 2025 offering at $10.00/share (no underwriter fees on these shares); Cohn participated in June 8, 2023 private placement at $12.07/share .
- Medical benefits plan: Payments through a plan sponsored by Camelback Systems (Levine/Cohn affiliations); third-party administrator handles claims; no fees paid to Camelback Systems beyond administration fees .
Director Compensation Mix & Trends
- Program pays 50% cash / 50% RSAs; RSAs fully vested at grant; no options granted to directors in 2024 .
- Benchmarking changes (FW Cook) led to removal of meeting fees and refined director compensation structure for 2024 .
Insider Trades
- Proxy discloses delinquent Section 16(a) filers; Alexander not listed among delinquencies for 2024 .
Say-on-Pay & Shareholder Feedback
- Annual say-on-pay advisory vote presented for 2025; no specific historical approval percentages disclosed in the proxy .
Executive Sessions
- Lead Independent Director presides at meetings of independent directors; frequency not quantified .
Overall Implication
- Alexander’s independence, audit chair role, and financial expertise support board effectiveness and investor confidence. Governance risks primarily stem from concentrated ownership and related-party transactions tied to Levine-affiliated entities; continued strong audit committee oversight and enforcement of the Standstill Agreement are essential mitigants .