Robert Creager
About Robert Creager
Independent director since 2012 (Class I), age 76, and Chair of the Audit Committee since July 2014; he is designated an “audit committee financial expert” under SEC rules and is financially sophisticated under Nasdaq standards . Career highlights include 27 years at PricewaterhouseCoopers LLP as an Assurance Partner (led the Houston audit practice 2001–2007) and multiple prior public-company directorships with audit chair roles, underpinned by a Bachelor’s in Accounting from the University of Maryland . The Board affirms his independence under Nasdaq standards; all committees are composed solely of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Assurance Partner; Leader, Houston audit practice | 1982–2009 (Leader 2001–2007) | Led Houston audit practice; deep financial reporting and controls expertise |
| National Association of Corporate Directors, Texas TriCities Chapter | Board Member; Treasurer; Governance Fellow | 2010–2019 | Governance leadership and best practices advocacy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| USA Truck, Inc. (public) | Director; Audit Committee Chair | 2012–2022 | Audit oversight; financial reporting leadership |
| Mattress Firm, Inc. (public) | Director; Audit Committee Chair (prior) | Not disclosed | Audit oversight |
| GeoMet, Inc. (public) | Director; Audit Committee Chair (prior) | Not disclosed | Audit oversight |
No current public-company directorships are disclosed for Mr. Creager in the 2025 proxy .
Board Governance
- Committee assignments (2024): Chair—Audit; Member—Nominating & Corporate Governance .
- Independence: Independent under Nasdaq; all board committees are fully independent; audit members meet Rule 10A-3 and Nasdaq heightened independence .
- Attendance and engagement: Board met 8 times in 2024; all directors attended at least 75% of their scheduled Board and committee meetings .
- Audit Committee cadence: 11 meetings in 2024; Creager is one of three designated audit committee financial experts .
- Board leadership context: Combined Chair/CEO with a Lead Independent Director (Anthony J. Kuczinski) presiding over regular executive sessions of independent directors .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Board Annual Retainer (cash) | $75,000 | Standard for all non-employee directors |
| Committee Chair Fee – Audit | $20,000 | Chair stipend for Audit Committee |
| Total Cash (Creager) | $95,000 | $75,000 retainer + $20,000 Audit Chair |
| RSU Award (grant-date fair value) | $102,628 | Granted May 9, 2024; vests on 1-year anniversary |
| Total (Creager) | $197,628 | Sum of cash and RSU grant-date fair value |
- Program design: Non-employee directors receive annual cash retainers plus RSUs set to a fixed $100,000 target value (shares vary by price); RSUs fully vest on first anniversary of grant date .
- 2025 program update: Additional stipends approved for Risk and Investment Committee chairs beginning in 2025 .
Performance Compensation (Director)
| Instrument | Grant Date | Target Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs | May 9, 2024 | $100,000 target; $102,628 grant-date fair value | 1-year cliff vest | None (time-based) |
Director equity is time-based (no performance metrics); vesting aligns with service and share price exposure .
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Interlock Risk |
|---|---|---|---|
| USA Truck, Inc. | Public | Director; Audit Chair (2012–2022) | No SKWD-related interlock disclosed |
| Mattress Firm, Inc. | Public (prior) | Director; Audit Chair (prior) | No SKWD-related interlock disclosed |
| GeoMet, Inc. | Public (prior) | Director; Audit Chair (prior) | No SKWD-related interlock disclosed |
Related-party transactions: The proxy discloses an investment management arrangement with Arena Investors/Westaim and certain shareholder agreements, but none implicate Mr. Creager; no related-party transactions involving him are disclosed .
Expertise & Qualifications
- Audit and financial reporting: Audit Committee Financial Expert; extensive public accounting tenure and audit leadership .
- Governance: Longstanding board service, NACD leadership and governance credentials .
- Insurance sector oversight: Board experience at SKWD with risk, investment, and audit interplay across a specialty insurer .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership | 53,033 shares | “Less than 1%” of outstanding shares |
| Directly Held | 50,254 shares | Common Stock |
| RSUs (unvested) | 2,779 units | Vest May 9, 2025 (director grant) |
| Ownership Guidelines | 5x annual cash retainer | Applies to non-employee directors |
| Compliance Status | Company states all directors are compliant or in process | As of March 10, 2025 |
| Hedging/Pledging | Prohibited | Hedging, pledging, short sales, margin accounts prohibited |
Governance Assessment
-
Strengths
- Deep financial oversight: Creager’s SEC-designated “audit committee financial expert” status and leadership of an active Audit Committee (11 meetings in 2024) support robust financial reporting oversight .
- Independence and committee composition: Fully independent audit, compensation, nominating, risk, and investment committees enhance oversight quality .
- Engagement signals: Board met 8 times and all directors attended at least 75% of meetings, evidencing solid engagement .
- Alignment: Director ownership guideline of 5x retainer, plus time-based RSUs with one-year vesting; hedging/pledging prohibitions reduce misalignment risks .
-
Monitoring Points
- Tenure: Creager’s ~12.5 years on the board provides continuity and institutional knowledge; investors may monitor independence perceptions over long service durations even where independence is affirmed (board lists tenure and confirms independence) .
- Board structure: Combined Chair/CEO model is mitigated by a strong Lead Independent Director who presides over regular executive sessions; continued efficacy depends on ongoing independent challenge and oversight .
-
Red Flags
- None disclosed specific to Mr. Creager: no related-party transactions, no Section 16(a) filing issues attributable to him, and no pledging/hedging identified (prohibited by policy) .
Overall implication for investor confidence: Creager’s financial expertise, independent status, and leadership of a frequently meeting Audit Committee support board effectiveness in financial oversight; compensation and ownership policies enhance alignment, with no disclosed conflicts tied to him .