Daniel C. Keith
SinclairAbout Daniel C. Keith
Independent director (age 70) serving since May 2001. Founder and President of Cavanaugh Group, Inc., a Baltimore-based investment advisory firm (est. Oct 1995). Previously vice president, senior portfolio manager, and director of the investment management division at a local financial services company since 1985; advising clients since 1979; chaired the Investment Advisory Committee and served on that firm’s board. Trustee of The High Rock Foundation. Core credentials: decades of investment management and finance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cavanaugh Group, Inc. | Founder & President | Oct 1995–present | Built and leads investment advisory platform |
| Local financial services company | VP, Senior Portfolio Manager; Director of Investment Mgmt Division; Firm Board Member | Since 1985 | Chaired Investment Advisory Committee; portfolio leadership |
| Advisory Practice | Investment advisor | Since 1979 | Long-track record advising clients |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The High Rock Foundation | Trustee | Not disclosed | Non-profit board role |
Board Governance
- Independence status: Board determined Mr. Keith is independent under Nasdaq listing requirements .
- Board attendance: Board held 8 meetings in 2024; all directors attended at least 75% of Board and applicable committee meetings. Annual meeting attendance 2024: Mr. Keith attended via telephone (others in person except one director absent) .
- Committee assignments and meeting cadence:
- Audit Committee: Member; Chair is Laurie R. Beyer; met 4x in 2024; the Audit Committee also approves/ratifies related person transactions per policy .
- Compensation Committee: Member; Chair is Benson E. Legg; met 31x in 2024; committee comprised solely of independent directors .
- Nominating & Corporate Governance Committee: Member; Chair is Howard E. Friedman; met 1x in 2024 .
- Regulatory Committee: Member; Chair is Dr. Frederick G. Smith; met 4x (2 joint with Audit) in 2024 .
- Cybersecurity Committee: Member; met 4x in 2024 .
- Board leadership context: Controlled Company with Smith family holding >50% voting power; no lead independent director; independent director presides over special committees as needed .
Fixed Compensation
| Item | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $132,500 | Includes annual retainer and meeting fees based on committee participation |
| Director cash fee schedule | $35,000 annual retainer; Board meeting $2,000 each; Audit Committee $2,500 per meeting; Compensation/Nominating/Regulatory/Cybersecurity $1,500 per meeting; Committee chair adders: Audit $7,500; Compensation $6,000; Nominating $6,000 | No chair fees for Regulatory or Cybersecurity |
Performance Compensation
| Equity Grant | Grant Date | Shares | Price per Share | Grant Date Fair Value | Vesting/Conditions |
|---|---|---|---|---|---|
| Annual director grant (unrestricted Class A) | Jun 11, 2024 | 18,943 | $12.19 | $230,820 | Unrestricted shares granted upon election/re-election; not subject to performance metrics |
| Performance metrics tied to director pay | — | — | — | — | No performance-based criteria disclosed for director compensation; equity grants are unrestricted and meeting fees are per meeting attended |
Other Directorships & Interlocks
| Company/Organization | Public/Private | Role | Notable Interlock/Conflict |
|---|---|---|---|
| SBGI (Sinclair, Inc.) | Public | Director | Independent; sits on Audit, Compensation, Nominating, Regulatory, and Cybersecurity committees |
| The High Rock Foundation | Non-profit | Trustee | No related-party transaction disclosed |
| Other public company boards | — | — | No other public company directorships disclosed for Mr. Keith in the proxy |
Expertise & Qualifications
- Finance and investment expertise from founding/running Cavanaugh Group and prior leadership of an investment management division; experience advising clients since 1979 .
- Board deems him qualified based on extensive skills in finance, management, and investment matters to act in the best interests of stockholders .
Equity Ownership
| Holding Type | Shares | % of Shares Outstanding | Notes |
|---|---|---|---|
| Class A Common Stock – Beneficially Owned | 48,943 | <1% | As of Mar 17, 2025 record date |
| Shares pledged as collateral | None disclosed for Mr. Keith | — | Pledge disclosure noted for another director, not Keith |
| Director equity grant policy | Annual unrestricted Class A shares upon election/re-election | — | 18,943 shares granted on 6/11/2024 |
Insider Trades & Compliance
| Date/Event | Form | Detail | Status |
|---|---|---|---|
| 6/11/2024 director grant (18,943 shares) | Form 4 | Acquisition of Class A Common Stock | Filed late; due 6/13/2024, filed 7/9/2024 |
Governance Assessment
- Strengths: Independent director on key oversight committees (Audit and Compensation), plus Nominating, Regulatory, and Cybersecurity—indicating broad governance engagement; Audit Committee oversees related person transactions and internal controls, elevating conflict oversight . Attendance met Board standards; engaged in annual meeting (telephonic) .
- Alignment: Receives annual equity grants as unrestricted shares and holds 48,943 Class A shares, providing some ownership alignment; no pledging disclosed for Keith .
- Risks/Red Flags: Controlled Company structure with concentrated voting power and no lead independent director can constrain independent board influence; late Section 16 Form 4 filing (administrative compliance lapse) .
- Shareholder context: Say-on-pay support was ~93% in 2024, signaling broad investor acceptance of compensation practices (context for Compensation Committee oversight where Keith is a member) .