Robert J. Bass
About Robert J. Bass
Independent director (age 76), serving since 2021. Former Vice Chairman and long-time partner at Deloitte & Touche LLP; certified public accountant (NY & CT) with MBA from Columbia Business School and BBA from Emory University. Recognized as the Board’s “audit committee financial expert” and currently chairs LUCK’s Audit Committee; also serves on the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Vice Chairman | 2006–Jun 2012 | Led major client service programs; specialized in SEC filings, M&A, e‑commerce |
| Deloitte & Touche LLP | Partner | 1982–Jun 2012 | Advisory partner for Blackstone, DIRECTV, 24 Hour Fitness, McKesson, IMG, CSC; responsible for Forstmann Little portfolio |
External Roles
| Company | Exchange | Current/Prior | Role | Committees |
|---|---|---|---|---|
| Groupon, Inc. | NASDAQ: GRPN | Current | Director | Compensation Committee member; Audit Committee Chair |
| Apex Tool Group, LLC | Private | Current | Director | Audit Committee Chair |
| Blackstone Secured Lending Fund | NYSE: BXSL | Current | Trustee | Audit Committee Chair; Nominating/Governance; Compensation Committee |
| Blackstone Private Credit Fund | Private | Current | Trustee | Audit Committee Chair; Nominating/Governance; Compensation Committee |
| Redfin Corporation | NASDAQ: RDFN | Prior | Director | Audit Committee Chair; Nominating/Governance (Oct 2016–Jul 2025) |
| Sims Metal Management | ASX: SGM.AX | Prior | Director | Risk & Audit Committee member; Chair from Nov 2014 (Sep 2013–Dec 2018) |
| New Page Corporation | Private | Prior | Director | Audit Committee Chair (Jan 2013–Jan 2015) |
Board Governance
- Independence: Bass is an independent director under NYSE rules .
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee member .
- Audit committee expertise: Board designated Bass as the “audit committee financial expert” under Item 407(d)(5) .
- Meeting cadence and attendance: FY2025 Board met 4 times; each committee met 4 times; all directors attended at least 75% of aggregate meetings of the Board and their committees .
- Overboarding determination: Policy limits audit committee service to two other public companies unless Board grants an exception; Bass serves on three other public company audit committees, and the Board determined his simultaneous service does not impair effectiveness given his proficiency .
- Board leadership: Lead Independent Director is John A. Young; Board has fully independent Audit, Compensation, and Nominating & Governance committees .
- Controlled company status: LUCK is a controlled company under NYSE rules (Shannon controls >50% of voting power). While LUCK currently does not use exemptions, it may in future, which can reduce certain governance protections .
FY2025 Board & Committee Meetings
| Body | Meetings | Attendance Threshold |
|---|---|---|
| Board of Directors | 4 | ≥75% for each director |
| Audit Committee | 4 | ≥75% for each director |
| Compensation Committee | 4 | ≥75% for each director |
| Nominating & Corporate Governance Committee | 4 | ≥75% for each director |
Fixed Compensation
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Non‑employee director cash retainers and role premiums: | Retainer Type | Amount | |---|---| | Basic Director Retainer | $85,000 | | Audit Committee Chair | $25,000 | | Compensation Committee Chair | $20,000 | | Nominating & Corporate Governance Chair | $15,000 | | Lead Independent Director | $40,000 |
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FY2025 Bass director compensation: | Component | Amount | |---|---| | Fees Earned (Cash) | $110,000 | | Stock Awards (RSUs grant-date fair value) | $130,000 | | Total | $240,000 |
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RSU grant details for directors: Annual RSU grant of $130,000 FV, granted Dec 10, 2024 (10,727 RSUs at $12.12 FV per share); vests at the next annual meeting (Dec 9, 2025) or first anniversary; accelerated upon change of control or death/disability; directors may elect to defer cash or RSU settlement .
Performance Compensation
- None disclosed for directors. Bass’s equity grants are time‑based RSUs without performance metrics; no director‑level PSUs or options reported in FY2025 .
Other Directorships & Interlocks
| Interlock | Description | Potential Implication |
|---|---|---|
| Groupon | Bass (Audit Chair) and LUCK director Jason Harinstein both serve on Groupon’s board | Information flow and network ties; oversight benefits but monitor for cross‑board conflicts (e.g., committee time demands) |
| Blackstone credit vehicles | Bass chairs audit committees at BXSL and the Blackstone Private Credit Fund | Strength in credit/audit governance; time commitment assessment aligns with Board’s overboarding exception |
Expertise & Qualifications
- CPA (NY & CT); member AICPA and CT Society of CPAs .
- Deep SEC reporting, audit, internal control, risk, and M&A advisory background; designated audit financial expert by LUCK’s Board .
- Advanced degrees: MBA (Columbia), BBA (Emory) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Class A shares beneficially owned | 49,983 (<1%) | Includes 39,256 directly held and 10,727 RSUs vesting Dec 9, 2025 |
| Pledged/Hedged shares | Not disclosed; company prohibits hedging/pledging absent pre‑approval | |
| Section 16 compliance | No delinquencies noted for Bass in FY2025; one late filing was for Lev Ekster |
Governance Assessment
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Strengths:
- Audit leadership and expertise: Bass chairs LUCK’s Audit Committee and is formally recognized as audit financial expert; strong alignment with board effectiveness and risk oversight, including cybersecurity .
- Independence and attendance: Independent under NYSE rules with ≥75% meeting attendance threshold met by all directors in FY2025 .
- Director pay structure: Mix of cash and equity (time‑based RSUs) supports ownership alignment; no director meeting fees, reducing per‑meeting pay bias .
- Related‑party oversight: Formal related‑party transaction policy with audit committee review; no Bass‑specific related party transactions disclosed .
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Watch items / red flags to monitor:
- Controlled company risk: Majority voting control by Shannon can dilute minority shareholder protections; LUCK may elect NYSE controlled company exemptions in future .
- Overboarding: Bass serves on three other public company audit committees; Board granted an exception affirming no impairment. Continual monitoring of workload and attendance advisable .
- Interlocks: Dual service on Groupon’s board by Bass and Harinstein presents network interlocks; ensure robust independence assessments and conflict management .
- Hedging/pledging: Company prohibits without pre‑approval; ensure ongoing adherence and disclosures remain clear .