H. Eugene Lockhart
About H. Eugene Lockhart
Independent director since December 2006 (age 75). Founder, Chairman Emeritus & General Partner at MissionOG; prior leadership includes President, Global Retail Bank at Bank of America; CEO of MasterCard International; and CEO of Midland Bank plc. Education: B.S. Mechanical Engineering (University of Virginia) and M.B.A. (Darden School, UVA); Certified Public Accountant (inactive). Currently chairs Huron’s Finance & Capital Allocation Committee and serves on the Audit and Compensation Committees; the Board identifies him as an audit committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Bank of America | President, Global Retail Bank | Not disclosed | Senior leadership of global retail banking; informs finance and risk oversight at Huron. |
| MasterCard International | President & CEO | Not disclosed | Global payments operator leadership; contributes technology/financial services perspective. |
| Midland Bank plc | CEO | Not disclosed | Banking CEO experience; supports capital allocation and risk oversight. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MissionOG LLC | Founder, Chairman Emeritus & General Partner | Since 2014 | VC focus on financial services and payments. |
| Blackstone | Senior Advisor (Growth, Tactical Opportunities) | Since 2020 | Advisory role to Blackstone funds. |
| General Atlantic | Special Adviser | 2012–2019 | Growth equity adviser. |
| Oak Investment Partners | Venture Partner | 2002–2012 | Venture investing. |
| Thredd | Director; Chair | Since 2022 | Private company board; chair role. |
| Featurespace | Director | Since 2019 | Private company board. |
| Ingo Payments | Director | Since 2015 | Private company board. |
| PayCargo LLC | Director | Since 2022 | Private company board. |
| Community Choice Financial | Director | 2018–2025 | Private company board. |
| Alkami Technology, Inc. | Director (public) | 2021–2022 | Prior public board. |
| Metro Bank PLC | Director (public) | 2010–2020 | Prior public board. |
Board Governance
- Committee assignments: Chair, Finance & Capital Allocation (F&CA); Member, Audit; Member, Compensation. Board designates Lockhart as an “audit committee financial expert.”
- Independence: Board determined Lockhart is independent under Nasdaq standards; also reviewed long tenure (18 years at time of review) and judged independence not compromised.
- Attendance & engagement: Board held 8 meetings in 2024; overall board and committee attendance was 99%; each director attended ≥75% of applicable meetings; Huron’s practice is that all directors attend each committee meeting whether or not a member; all directors attended the 2024 Annual Meeting.
- Committee activity in 2024: Audit (8 meetings), Compensation (7), Nominating & Corporate Governance (4), Technology & Information Security (5), Finance & Capital Allocation (6).
- Board structure and refresh: Declassification in process with all directors to be elected annually by 2026; non-executive chair transitioned to Hugh E. Sawyer on January 1, 2025.
- Clawback and insider policy: Clawback policy amended Feb 14, 2025 to allow recovery for certain misconduct causing material reputational/financial harm; hedging/pledging of Huron stock prohibited.
- Say‑on‑pay/shareholder engagement: 98% support at 2024 annual meeting; board continues annual say‑on‑pay and regular investor outreach.
Fixed Compensation
Program structure for non‑employee directors (effective Jan 1, 2024): $75,000 annual cash retainer; committee chair retainers (Audit $25,000; Compensation $20,000; Nominating & Corporate Governance $15,000; Technology & Information Security $15,000; Finance & Capital Allocation $15,000); committee membership retainers (Audit $10,000; Compensation $10,000; N&CG $7,500; T&IS $7,500; F&CA $7,500).
Lockhart’s 2024 cash fees and structure:
| Component | Amount |
|---|---|
| Annual director cash retainer | $75,000 |
| Committee chair retainer (F&CA) | $15,000 |
| Committee membership retainers (Audit; Compensation) | $10,000; $10,000 |
| Total cash fees earned (2024) | $110,000 |
Notes:
- Directors may defer cash retainers under the nonqualified Deferred Compensation Plan; in 2024, deferrals were made by two other directors (Zumwalt and McCartney).
Performance Compensation
- Annual equity grant: $170,000 in RSUs to non‑employee directors, granted at the annual meeting, vesting ratably over 12 quarters; Lockhart’s 2024 equity grant fair value was $169,964.
- Stock options: None granted to directors in 2024.
- Ownership alignment: Stock ownership guideline requires non‑employee directors to hold shares equal to 5x the $75,000 retainer; the company states all non‑employee directors are in compliance.
| Equity Element (2024) | Grant/Term | Value/Terms |
|---|---|---|
| RSU annual grant | Grant-date fair value | $169,964; vests ratably over 12 quarters |
| Stock options | Not applicable | No option awards disclosed for 2024 directors |
| Ownership guideline | 5x annual cash retainer | Directors in compliance per policy |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Lockhart. |
| Prior public company boards | Alkami Technology, Inc. (2021–2022); Metro Bank PLC (2010–2020). |
| Notable private/non‑profit boards | Community Choice Financial (2018–2025); Ingo Payments (since 2015); Featurespace (since 2019); Thredd (since 2022; Chair); PayCargo (since 2022); Thomas Jefferson Foundation (prior Chair; Chair Emeritus); Darden School Foundation (prior Chair). |
| Related‑party transactions | None disclosed involving Lockhart; policy requires Audit Committee review/approval. |
| Section 16(a) compliance | 2024 late filings noted for two other insiders (Roth, Featherstone); no mention of Lockhart. |
Expertise & Qualifications
- Board‑identified key skills: Accounting/Finance; Corporate Governance/Law; Senior Executive Leadership; Risk Management & Oversight; Technology; Global Business; Healthcare; Higher Education; Public Company Board.
- Audit Committee Financial Expert designation; deep financial services and payments operating/investing experience; global leadership of large financial institutions.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 9,117 shares (includes 608 RSUs vesting within 60 days; excludes 2,621 additional unvested RSUs) |
| Ownership as % of outstanding | Less than 1% (company-disclosed) |
| Outstanding shares (record date) | 17,921,212 |
Governance Assessment
- Strengths: Independent; chairs F&CA and serves on two other key committees; designated audit committee financial expert; robust attendance culture (99% overall in 2024) and broad committee participation practice; strong ownership alignment via 5x retainer guideline; hedging/pledging prohibited; clawback expanded to cover misconduct; say‑on‑pay support at 98%.
- Watch items: Long tenure (since 2006) can raise independence/performance refresh concerns; the Board explicitly reviewed and affirmed that his independence is not compromised and is pursuing declassification and refresh.
- Compensation mix: 2024 director pay balanced between cash ($110,000) and time‑vested RSUs (~$170,000), aligning director interests with shareholders; no option grants or meeting fees disclosed.
RED FLAGS to monitor: longevity on the board (mitigated by Board’s recent refresh and formal independence review); continued private‑company board and investment roles that could create perceived conflicts if Huron engages those entities—no related‑party transactions disclosed to date.