Linda Houston
SPAR GroupAbout Linda Houston
Linda Houston (age 67) has served on SGRP’s Board since October 1, 2023. She is designated a Super Independent Director under SGRP’s 2022 By-Laws and is qualified to serve as an Audit Committee financial expert. Her background includes senior leadership in wealth management and extensive governance experience; education consists of a BA from Southern Illinois University and executive programs at Harvard Business School and UNC Kenan-Flagler. Tenure on the SGRP Board began October 2023; she currently chairs both the Compensation and Governance Committees and sits on the Audit and Special Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of America/Merrill Lynch | Managing Director/Division Executive; Head, Global Wealth & Investment Management D&I Council | 2011–2017 | Led diversity and inclusion; senior operating leadership |
| Bank of America/Merrill Lynch | New Jersey Regional Managing Director | 2010–2011 | Regional leadership |
| Bank of America/Merrill Lynch | National Marketing & Sales Manager | 2008–2009 | National go-to-market leadership |
| Bank of America/Merrill Lynch | Managing Director/Marketing Executive | 1999–2008 | Marketing executive oversight |
| Bates Consulting Group | Affiliate, expert witness (wealth management) | Current | Expert testimony; governance/controls perspective |
| LGH Consulting LLC | Consultant (wealth management teams, trust departments) | Current | Advisory to fiduciary businesses |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Virginia National Bank | Board member | Not disclosed | Financial institution board experience |
| Florida Oceanographic | Board member | Not disclosed | Governance in nonprofit/education/environment |
| Community Foundation of Martin & St. Lucie Counties | Board member | Not disclosed | Philanthropic governance |
| Sailfish Point Foundation | Board member | Not disclosed | Community foundation oversight |
| Alvin Ailey Dance Company | Board member | Not disclosed | Arts organization governance |
| Baruch College Zicklin School of Business | Board member | Not disclosed | Academic governance |
Board Governance
- Current SGRP Board roles: Chair, Compensation Committee; Chair, Governance Committee; Member, Audit Committee and Special Committee .
- Independence: Determined by the Board to meet Nasdaq independence and designated “Super Independent Director” under 2022 By-Laws; also qualified to serve as an Audit Committee financial expert .
- Attendance: Board held 13 meetings in 2024; all then-current directors attended at least 75%. Audit Committee met 5 times; Compensation 2; Governance 3; all then-current members attended at least 75% for each .
- Committee mandates: Audit oversees financial reporting, internal controls, related-party fairness, and risk; Compensation oversees executive and director pay and equity plans; Governance oversees nominations, governance policies, and ethics code .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Meeting Fees ($) | Total Cash ($) |
|---|---|---|---|---|
| 2024 | 130,000 | 15,000 (7,500 Governance + 7,500 Compensation) | 0 (none paid) | 145,000 |
Director compensation program structure:
- Non-employee director annual fee: $130,000; Board Chairman receives an additional $35,000 (total $165,000) .
- Committee chair fees: $10,000 (Audit); $7,500 (Governance); $7,500 (Compensation); paid quarterly in cash; no meeting fees .
Performance Compensation
| Element | Detail |
|---|---|
| Equity awards to directors | Not granted; RSUs/options to directors not provided in 2024 |
| Performance metrics tied to director pay | None disclosed for directors (comp structure is fixed cash) |
| Clawback provisions | 2025 Stock Compensation Plan includes recovery of compensation for awards linked to restatements caused by awardee misconduct (plan-level provision) |
| Future equity framework | Proposed 2025 Plan allowed director RSUs/options with default 1-year vesting; but the plan failed stockholder approval on June 12, 2025 |
Other Directorships & Interlocks
| Company/Institution | Potential Interlock/Conflict | Notes |
|---|---|---|
| Virginia National Bank; nonprofits listed above | None disclosed with SGRP customers/suppliers | No related-party transactions disclosed involving Linda Houston |
Expertise & Qualifications
- Financial expertise: Qualified as Audit Committee financial expert (financial acumen) .
- Governance & ethics: Chairs Governance Committee; responsible for nominations, governance policies, Ethics Code oversight .
- Diversity and inclusion leadership: Former Head of Global Wealth & Investment Management D&I Council at Bank of America/Merrill Lynch .
- Education: BA (Southern Illinois University); executive leadership programs at Harvard Business School and UNC Kenan-Flagler .
Equity Ownership
| Category | Amount |
|---|---|
| Beneficial ownership (shares) | Not individually disclosed; Linda Houston not listed in the beneficial ownership table excerpt provided |
| Ownership % | Not disclosed |
| Vested/unvested equity | Not applicable for director awards in 2024 (no RSUs/options granted to directors) |
| Pledging/hedging | No pledging/hedging by Linda Houston disclosed; plan-level restrictions describe potential limits on pledges for awards |
Governance Assessment
- Investor voting signal: Linda Houston received 8,041,083 “For” and 9,714,561 “Against” votes at the June 12, 2025 Annual Meeting, indicating a majority “Against” outcome for her re-election; under SGRP’s Resignation Letters, non-re-elected directors retire when successors are seated. This is a negative governance sentiment signal on board composition and director confidence .
- Board composition constraints: Four of seven board seats are “Contractually Dedicated Seats” (CEO, Bartels, Brown seats). This structure can constrain independence and board flexibility; Super Independent minimums must be maintained, heightening sensitivity to votes against Super Independent directors .
- Independence and engagement positives: Houston is a Super Independent Director, Audit financial expert, and chairs two key committees; committee attendance and board attendance thresholds met in 2024, supporting engagement quality .
- Pay program alignment: Director pay is cash-only, no meeting fees, modest chair premiums; Houston’s total matches the program (base + two chair fees), favoring simplicity and alignment without equity overhang .
- Shareholder sentiment on pay and equity: Say-on-Pay failed (7.18M For vs 10.45M Against), and the 2025 Stock Compensation Plan failed (7.67M For vs 9.97M Against), signaling investor concerns on compensation design and equity issuance; this may constrain future equity incentives and intensify scrutiny on the Compensation Committee chaired by Houston .
- Related-party oversight: Audit Committee (including Houston) explicitly oversees fairness of related-party transactions; numerous related-party relationships exist at SGRP, increasing the importance of robust committee oversight .
RED FLAGS
- Majority “Against” vote on Houston’s re-election; potential loss of a Super Independent Director and committee chair unless remedied by board actions and successor seating .
- Say-on-Pay failure and stock plan failure reflect broader investor dissatisfaction with compensation and governance frameworks; heightened scrutiny of Compensation Committee leadership .
- Contractually Dedicated Seats reduce board latitude and can dilute shareholder influence on composition; dependency on Super Independent minimums increases fragility if votes remove Super Independent members .
Voting Outcomes (Context)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Director – Linda Houston | 8,041,083 | 9,714,561 | 38,351 | 1,518,848 |
| Say-on-Pay (Advisory) | 7,180,354 | 10,449,971 | 163,670 | 1,518,848 |
| 2025 Stock Compensation Plan | 7,670,835 | 9,972,589 | 150,571 | 1,518,848 |
| Say-on-Frequency | One Year: 17,513,041; Two Years: 10,662; Three Years: 106,598; Abstain: 163,694; Broker Non-Votes: 1,518,848 |
Insider Trades and Filings
| Item | Disclosure |
|---|---|
| Section 16(a) compliance | SGRP reported late filings for several insiders but did not list Linda Houston among exceptions; no transactional detail for Linda disclosed in the proxy |
Summary Implications for Investors
- Loss of re-election support for a key Super Independent director (and Compensation/Governance chair) raises concerns about board stability and investor confidence; follow board actions on successor seating to maintain Super Independent thresholds .
- Pay and equity votes underscore a mandate for compensation reform; as Compensation Committee chair, Houston’s approach to revising executive/director pay frameworks will be pivotal .
- Continued vigilance on related-party transactions and governance practices is warranted; committee oversight (with Houston as member/chair) remains a critical mitigant .