Scott E. Schwinger
About Scott E. Schwinger
Scott E. Schwinger, age 60, is Chairman of the Board (effective March 1, 2025) and an independent Class II director since May 25, 2017. He previously served as President of McNair Interests and held senior roles across Robert C. McNair-owned companies for over 30 years, including CFO of the Houston Texans; he holds an MBA from the University of Texas at Austin and a BA in mathematics from Vanderbilt University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The McNair Group / McNair Interests | President | Named 2010; roles through April 2024 | Oversaw investment and management activities across equities, trust company, foundations, operating companies |
| Palmetto Partners Ltd.; RCM Financial Services, L.P. | President | Part of 30-year span through April 2024 | Financial leadership across McNair entities |
| Houston Texans (NFL) | Senior Vice President & Chief Financial Officer | Part of 30-year span through April 2024 | CFO responsibilities at professional sports franchise |
| Cogen Technologies | Vice President | Part of 30-year span through April 2024 | Executive operations/finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Make-A-Wish Foundation | Advisory Board Member | Not disclosed | Community engagement |
| World Presidents’ Organization | Member | Not disclosed | Executive network affiliation |
| Public company boards | — | — | None disclosed for Mr. Schwinger in the Proxy biography |
Board Governance
- Chairman of the Board (non-employee), effective March 1, 2025; Chair presides over all Board meetings including executive sessions of non-employee directors; Chair and CEO roles are separated .
- Independence: Board affirmed Mr. Schwinger is independent under NYSE/SEC standards; no family relationships among directors/executives .
- Committee assignments and chair roles:
- Nominating, Governance and Compensation Committee: Chair through February 28, 2025; member thereafter .
- Audit Committee: Not a member .
- Committee meeting cadence in 2024: Audit Committee – 4 meetings; Nominating, Governance and Compensation Committee – 6 meetings .
| Committee | 2024 Role | Transition (2025) |
|---|---|---|
| Nominating, Governance and Compensation | Chair | Chair through Feb 28, 2025; remains member; Willis becomes Chair Mar 1, 2025 |
| Audit Committee | Not a member | No change |
| Board Leadership | Director | Elected Chairman effective Mar 1, 2025 |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Quarterly Director Retainer | 75,000 | $18,750 per quarter |
| NG&C Committee Chair Retainer | 15,000 | $3,750 per quarter (Chair role) |
| Vested Cash Award (granted 5/9/2023, paid 2024) | 82,201 | Vested on 5/9/2024; included in cash fees |
| Total Fees Earned or Paid in Cash | 172,201 | Reported total cash compensation |
Performance Compensation
| Equity Award | Shares | Grant Date | Vest Date | Grant Date Fair Value ($) | Terms |
|---|---|---|---|---|---|
| Restricted Stock (Annual Director Grant) | 48,077 | 5/7/2024 | 5/7/2025 | 100,000 | Time-based; subject to Stock Plan and award agreement; vesting accelerated in 2025 only for resigning directors (not Schwinger) |
No director performance-based equity metrics (e.g., PSUs linked to TSR/EBITDA) are disclosed; directors receive time-based restricted stock .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| — | — | — | None disclosed in the Proxy for Mr. Schwinger |
Expertise & Qualifications
- Financial leadership and oversight across diversified enterprises; CFO and president-level experience; audit/finance literacy emphasized across Board composition .
- Education: MBA (UT Austin), BA in Mathematics (Vanderbilt) .
- Committee experience: Led Nominating, Governance and Compensation; board leadership as independent Chair .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Reference Shares Outstanding | Notes |
|---|---|---|---|---|
| Scott E. Schwinger | 97,107 | <1% | 42,348,643 | As of March 3, 2025; “less than 1%” per Proxy |
| Ownership Guideline | Requirement | Compliance Status |
|---|---|---|
| Non-Employee Director | Lesser of 3x annual cash retainer and 9,000 shares | Compliant; holds 97,107 shares vs 9,000-share fixed alternative |
Governance Assessment
- Alignment and independence: Independent Chair separate from CEO enhances oversight; independence affirmed; no family relationships .
- Engagement and committee leadership: Chaired the NG&C Committee through Feb 2025; Board underwent active refresh/reduction from 8 to 6 directors with new appointments; signals proactive governance .
- Compensation and incentives: Director pay is balanced with cash retainer plus time-based equity; 2024 cash was $172,201 and equity $100,000; no options granted; company currently does not grant option-like instruments, reducing repricing risk .
- Ownership alignment: Exceeds stock ownership guideline (≥9,000 shares) with 97,107 shares; guideline amended in 2024 to include fixed share alternative to address price volatility; transfer restrictions apply until guidelines met .
- Conflicts/related-party exposure: Related-person transactions disclosed involve an executive (Mr. Crombie), not Mr. Schwinger; Board annually reviews independence; no specific related-party transactions involving Mr. Schwinger are disclosed .
- Risk indicators: Clawback policy compliant with NYSE Section 10D effective November 3, 2023 for incentive-based compensation; director equity is time-based RS, not performance-linked; no pledging/hedging flags disclosed for directors in Proxy .
RED FLAGS: None specific to Mr. Schwinger disclosed (no attendance issues reported, no related-party transactions involving him, no option repricings). Board transitions with accelerated vesting applied to resigning directors (not to Schwinger) are noted, but not a red flag for his governance profile .