Hugh E. Sawyer
About Hugh E. Sawyer
Independent director since February 2018 (age 70) and appointed Non‑Executive Chairman of the Board effective January 1, 2025, Sawyer is a veteran operator and restructuring executive with 40+ years leading transformations at public and private companies; he previously served as Chairman, President and CEO of Regis Corporation (2017–2020) and as a Managing Director at Huron (2010–2017) . He holds a B.A. with Honors from the University of Florida and is a Certified Turnaround Professional (inactive) . His board tenure and leadership succession were part of Huron’s multi‑year refreshment and declassification process to strengthen governance and investor confidence .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Regis Corporation | Chairman, President & CEO | 2017–2020 | Led public company turnaround; executive oversight and governance |
| Huron Consulting Group | Managing Director; client C‑suite interim roles | 2010–2017 | Played interim CEO/CAO/CRO roles at JHT Holdings, Fisker Automotive, Euramax to stabilize operations and restructure |
| Wells Fargo Armored Service Corporation | President/CEO | Not disclosed | Executive leadership of operations |
| The Cunningham Group; National Linen Service; Aegis Communications; Allied Holdings; Legendary Holdings | President/CEO | Not disclosed | Operational turnarounds across diversified services |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| JHT Holdings, Inc. | Board member | 2011–2018 | Oversight during restructuring and operations |
| Edison Mission Energy Reorganization Trust | Board of managing trustees | Not disclosed | Post‑reorganization governance and recovery oversight |
Board Governance
- Non‑Executive Chairman; chairs executive sessions, sets agendas, ensures information quality, and steers governance and succession alongside the Nominating & Corporate Governance Committee .
- Committee assignments: Chair – Compensation; Member – Audit; Member – Finance & Capital Allocation; Board determined him “independent” under Nasdaq standards .
- Attendance and engagement: Board held 8 meetings in 2024; overall attendance 99%; each director attended at least 75% of board/committee meetings; all directors typically attend every committee meeting (beyond membership) .
- Committee cadence (2024): Audit (8), Compensation (7), Nominating & Corporate Governance (4), Technology & Info Security (5), Finance & Capital Allocation (6) .
- Board refreshment: Declassification phased to 2026; Sawyer appointed chair as part of planned succession; board added three new directors since 2022 and evaluated long tenures (McCartney, Lockhart) for continued independence .
Fixed Compensation
| Element | Amount / Terms | Notes |
|---|---|---|
| Annual cash retainer – Non‑Executive Chairman | $160,000 | Chairman also eligible for committee chair/member fees |
| Annual cash retainer – All non‑employee directors (incl. Chairman) | $75,000 | Standard board retainer |
| Annual RSU grant | $170,000 | Grants at annual meeting, vest ratably over 12 quarters |
| Committee chair retainers | Audit $25,000; Compensation $20,000; N&CG $15,000; Tech $15,000; Finance $15,000 | Applies if serving as chair |
| Committee member retainers | Audit $10,000; Compensation $10,000; N&CG $7,500; Tech $7,500; Finance $7,500 | Applies to non‑chair members |
| Stock ownership guideline | 5× annual retainer ($375,000) | Non‑employee directors; holding requirements apply |
2024 Director Compensation – Sawyer
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) | Unvested RSUs at 12/31/24 |
|---|---|---|---|---|
| Hugh E. Sawyer | 112,500 | 169,964 | 282,464 | 3,556 RSUs |
Performance Compensation
- Director equity: Non‑employee directors receive time‑vested RSUs (no director PSUs/options); Sawyer’s RSUs vest quarterly over three years, aligning pay with long‑term shareholder value .
- As Compensation Committee Chair, Sawyer oversees NEO pay design emphasizing pay‑for‑performance, rigorous quantitative goals, and at‑risk equity (PSUs/RSUs) with clawbacks and double‑trigger CIC protections .
2024 Annual Incentive Program (NEO metrics overseen by Compensation Committee)
| Performance Measure | Weight | Threshold | Target | Maximum | Actual | Payout % of Target |
|---|---|---|---|---|---|---|
| Organic Revenue | 40% | $1.430B | $1.500B | $1.655B | $1.483B | 88% |
| Adjusted EBITDA Margin | 35% | 12.0% | 13.0% | 14.0% | 13.54% | 154% |
| Strategic Measures (portfolio) | 25% | Varies | Varies | Varies | 106.5% achieved | 106.5% |
| Total AIP Payout | 100% | — | — | — | — | 115.7% |
2022–2024 PSU Cycle Payout (company‑wide, overseen by Compensation Committee)
| Measure | Weight | Threshold | Target | Maximum | Actual | Payout % of Target |
|---|---|---|---|---|---|---|
| Revenues before Reimbursable Expenses | 50% | $2.870B | $3.375B | $3.880B | $3.980B | 200% |
| Adjusted Diluted EPS | 50% | $9.15 | $10.75 | $12.35 | $14.81 | 200% |
| Total PSU Payout | 100% | — | — | — | — | 200% |
Other Directorships & Interlocks
| Company | Public/Private | Role | Committees |
|---|---|---|---|
| None disclosed (current, outside Huron) | — | — | — |
| Regis Corporation (prior) | Public | Chairman, President & CEO | Executive leadership (no board committee listing) |
| JHT Holdings | Private | Director | Not disclosed |
| Edison Mission Energy Reorganization Trust | Private trust | Managing trustee | Not disclosed |
- Interlocks/conflicts: No related‑party transactions or director interlocks disclosed for Sawyer; Audit Committee oversees related person transactions; Company policy prohibits personal loans to directors/executives .
Expertise & Qualifications
- Skill areas include accounting/finance, corporate governance/law, senior executive leadership, risk management, technology, global business, and public company board experience .
- Certified Turnaround Professional; extensive restructuring and interim C‑suite experience across industries, supporting board effectiveness in strategic transformations .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Hugh E. Sawyer | 21,789 | <1% | Includes 608 RSUs vesting within 60 days; excludes 2,621 unvested RSUs beyond 60 days |
- Ownership alignment: Non‑employee directors must own 5× annual retainer; all non‑employee directors are in compliance; hedging and pledging of company stock are prohibited .
- Insider filings: Company identified two late Section 16 filings in 2024 (Roth, Featherstone); none for Sawyer .
Governance Assessment
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Strengths:
- Independent Non‑Executive Chairman with deep operational/rescue background; reinforces separation of Chair/CEO and board oversight quality .
- Compensation governance: Independent committee chaired by Sawyer; use of external advisor (Pay Governance), robust pay‑for‑performance with quantitative targets, double‑trigger CIC, no tax gross‑ups .
- Clawbacks: Policy expanded Feb 14, 2025 to recoup compensation for misconduct causing reputational/financial harm, beyond Dodd‑Frank restatement requirements .
- Shareholder support: 98% say‑on‑pay approval; proactive investor outreach covering ~42.5% of institutional holdings; strong attendance and engagement metrics .
- Board refreshment: Declassification underway; orderly leadership succession to Sawyer enhancing continuity and independence .
-
Watch items / potential red flags:
- Board tenure concentration among certain directors (McCartney 20 years; Lockhart 18 years) requires ongoing refreshment vigilance, though board reaffirmed their independence and added new directors since 2022 .
- Equity dilution sensitivity: Heavy equity use across the firm to retain talent; Company offset dilution with $122M buybacks in 2024—continued balance will be important as plans expand .
- Related‑party scrutiny: Ongoing oversight remains key; no Sawyer‑specific related transactions disclosed and independence affirmed .
-
Performance backdrop supporting governance:
- 2024 results: 9% RBR growth; net income margin +320 bps; adjusted EBITDA margin +120 bps; GAAP diluted EPS +97%; adjusted diluted EPS +32%; record operating cash flow and FCF; 21% TSR .
Overall, Sawyer’s chairmanship, independence, and compensation governance leadership are constructive signals for investor confidence, with attention warranted on sustained board refreshment and disciplined equity usage.