Robert Schriesheim
HOULIHAN LOKEYAbout Robert A. Schriesheim
Robert A. Schriesheim (age 65 as of July 24, 2025) has served on HLI’s Board since 2015 and as Lead Independent Director since January 2023; he is designated an “audit committee financial expert” and chairs the Audit Committee . He holds an AB in Chemistry from Princeton University and an MBA from the University of Chicago Booth, and is chairman of Truax Partners LLC and an adjunct associate professor of finance at Chicago Booth (corporate governance) . He is a Class III director with a term expiring at the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sears Holdings Corporation | EVP & CFO | Aug 2011–Oct 2016 | Senior finance leadership |
| Hewitt Associates, Inc. | CFO | Jan 2010–Oct 2010 | Senior finance leadership |
| Lawson Software, Inc. | EVP & CFO | 2006–2009 | Senior finance leadership (ERP) |
| ARCH Development Partners, LLC | Affiliated executive | Aug 2002–Oct 2006 | Seed-stage VC activities |
| Frontier Communications | Director; Audit Committee member; Finance Committee Chair | Dec 2018–Apr 2021 | Chaired Finance Committee; oversaw financial restructuring and Chapter 11 emergence |
| Forest City Realty Trust | Director; Audit Committee Chair | Apr–Dec 2018 | Led audit oversight until sale |
| NII Holdings | Director | Aug 2015–Dec 2019 | Served until sale |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Skyworks Solutions, Inc. | Director; interim SVP & CFO | Director since May 2006; interim SVP & CFO since May 2025 | Concurrent executive role (time-commitment consideration) |
| Alight Solutions | Director | Since March 2025 | HR services exposure |
| University of Chicago Booth | Adjunct Associate Professor (Finance) | Current | Focus on corporate governance |
Board Governance
- Lead Independent Director: Presides over executive sessions of independent directors; sessions held on a regularly scheduled basis not less than once per year .
- Independence: Board determined Schriesheim is independent under NYSE rules; Audit Committee is entirely independent; Schriesheim designated “audit committee financial expert” .
- Committees: Audit (Chair); Compensation (Member); Nominating & Corporate Governance (not listed as member) .
- Meeting cadence and attendance: FY2025 Board held 4 meetings; Audit 8; Compensation 6; Nominating & Corporate Governance 4; each director attended at least 75% of meetings; all directors attended the 2024 annual meeting .
- Controlled company context: HL Voting Trust controls a majority of voting power; following the 2025 Annual Meeting the board will no longer have a majority of independent directors, though committees remain compliant; this reduces minority shareholder protections .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Annual cash retainer ($) | 90,000 | 100,000 |
| Annual director stock award ($) | Included in Stock Awards | Included in Stock Awards |
| Audit Chair stock award ($) | 30,000 (granted May 2023 for service) | 50,000 (granted May 2025 for service) |
| Stock awards ($) | 118,260 | 148,695 |
| Total director compensation ($) | 208,260 | 248,695 |
- Program changes: In May 2024, Board raised annual cash retainer to $100,000, annual stock award to $100,000, and committee chair awards to $50,000 (Audit) and $30,000 (Comp and Nominating & Corporate Governance), effective for FY2025 .
- Stock award mechanics: Dollar-denominated grants settled in fully vested Class A shares based on 10-day average price following annual earnings announcement .
Performance Compensation
- No options or “option-like” awards granted by Company; no option repricing policy needed .
- Director equity awards are fully vested time-based stock; no performance-conditioned RSUs/PSUs or director-specific metrics disclosed .
| Performance Metric Category | Applies to Director Compensation? | Notes |
|---|---|---|
| Revenue growth, EBITDA, TSR percentile | No | No director performance metrics disclosed; equity fully vested at grant |
| Options (strike, vesting) | No | Company does not grant options; none outstanding for directors |
| Clawback | Policy applies to executive incentive comp; Compensation Committee oversees recovery compliance | NYSE 10D‑1 compliant clawback adopted Oct 2, 2023 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee interlocks | None; members (Bassey, Schriesheim, Zucker) have never been officers/employees of HLI; no interlocks requiring disclosure |
| Audit Committee composition | Schriesheim (Chair), Kosecoff, Zuber, Zucker; all independent per Rule 10A‑3 and NYSE |
Expertise & Qualifications
- Deep CFO and public company finance experience (Sears, Lawson, Hewitt); extensive restructuring oversight (Frontier) .
- Audit committee financial expert designation under Item 407(d)(5) of Regulation S‑K .
- Corporate governance expertise (adjunct professor) and capital markets background; selected for Board for these credentials .
Equity Ownership
| Holder | Class A Shares | Class A % | Class B Shares | Class B % | Notes |
|---|---|---|---|---|---|
| Robert A. Schriesheim | 32,982 | * (<1%) | — | — | Address c/o HLI; voting/investment power per SEC rules |
| Shares outstanding (reference) | 54,351,483 Class A; 15,983,668 Class B as of Jul 24, 2025 | — | — | — | Context for percentage |
- Ownership policy: Independent directors must maintain ownership valued at 4x annual cash retainer; increased to $400,000 in FY2025; each director in compliance .
- Hedging/pledging: Company insider trading policy prohibits hedging and pledging for directors/officers/employees .
- Section 16 compliance: Company reports timely filings; only one late Form 4 noted for Mr. Gold; no exceptions noted for Schriesheim .
Governance Assessment
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Strengths:
- Independent Lead Director with audit chair responsibilities and “financial expert” designation; Audit and Compensation Committees comprised of independent directors, reinforcing oversight quality .
- Robust stock ownership guideline (4x cash retainer) and fully vested annual equity grant; directors are in compliance, supporting alignment .
- Prohibitions on hedging/pledging reduce alignment risk; clawback policy in place for executive incentive compensation with Compensation Committee oversight .
- Solid attendance disclosure and active committee cadence; all directors attended the 2024 annual meeting .
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Risks and potential red flags:
- Controlled company status: Post‑Annual Meeting, Board will not have a majority of independent directors, diminishing minority stockholder protections even as committees remain compliant .
- Time commitment and independence optics: Concurrent interim SVP & CFO role at Skyworks may pose bandwidth considerations while chairing HLI’s Audit Committee and serving as Lead Independent Director; independence under NYSE relates to HLI, but investors may weigh external executive obligations .
- Related party transactions: None disclosed for Compensation Committee members; no Schriesheim‑specific related person transactions identified, which is positive, but ongoing monitoring is warranted .
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Compensation mix trends:
- Year-over-year increase in cash retainer and equity awards (FY2024→FY2025), consistent with market benchmarking (WTW); no shift to options and no performance-conditioned equity for directors—reduces risk-taking but also less pay‑for‑performance linkage at director level .
Overall, Schriesheim brings strong finance and governance credentials and anchors independent oversight as Lead Independent Director and Audit Chair. The principal governance risk is HLI’s controlled company structure and, secondarily, his concurrent external executive role; mitigants include independent committee composition, an anti‑hedging/pledging policy, ownership guidelines compliance, and audit “financial expert” designation .