Jack L. Howard
About Jack L. Howard
Jack L. Howard is President and a director of Steel Partners Holdings GP Inc., serving as President since July 15, 2009 and on the Board since October 18, 2011; age 63 as of the proxy record date. He holds a bachelor’s degree in finance from the University of Oregon and is a FINRA-registered broker-dealer with Series 7, 24, 55, and 63 licenses. Howard’s experience spans managerial and investing roles across public and private companies; he also serves as Executive Chairman of WebBank and was designated to SPLP’s Board by SP General Services LLC (the Manager), reflecting his dual executive-director role within a manager-managed governance structure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Steel Partners Holdings GP Inc. | President; Director | President since 2009; Director since 2011 | Leads management under Manager-led structure; inputs to Board risk oversight |
| SPLP | Assistant Secretary; Secretary | Assistant Secretary 2009–2011; Secretary 2011–Jan 2012 | Corporate officer roles supporting governance and administration |
| HNH | Director; previously Vice Chairman & Principal Executive Officer | Director since July 2005 | Oversight and executive leadership at affiliate |
| Steel Excel | Director; previously Vice Chairman & Principal Executive Officer | Director since Dec 2007 | Board leadership and principal executive responsibilities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| WebBank | Executive Chairman | Since Feb 15, 2018 | Oversees bank performance; compensation linked to WebBank and SPLP metrics |
| Trinity Place Holdings Inc. | Chairman of the Board | Since Feb 2025 | Real estate investment, development, and asset management oversight |
| Steel Connect, Inc. | Director | Since Dec 15, 2017 | Governance at portfolio company |
| SP General Services LLC (Manager) | President | Ongoing | Manages SPLP’s affairs; provides executive services under Management Agreement |
Fixed Compensation
Howard does not receive salary from SPLP; his services as President are provided via the Management Agreement with the Manager. He receives cash compensation tied to his roles at subsidiaries (WebFinancial Holding Corporation and WebBank) .
| Component ($) | 2023 | 2024 |
|---|---|---|
| Salary (SPLP) | $0 | $0 |
| Director fees – WFHC | $386,136 | $386,136 |
| Director fees – WebBank | $76,000 | $76,000 |
| All Other Compensation (subtotal above) | $444,900 | $462,136 |
| Total Compensation (as reported) | $1,045,515 | $988,971 |
Notes:
- Under the Management Agreement, SPLP pays the Manager a quarterly fee equal to 1.5% annualized of total partners’ capital plus incentive compensation; the Manager cannot identify the portion of cash compensation that relates solely to Howard’s SPLP services .
Performance Compensation
Howard’s performance pay is primarily the cash bonus under SPLP’s WebBank Bonus Plan, with clear metric weightings and payout mechanics . SPLP does not grant options or stock appreciation rights to directors, officers, or employees .
| Metric | Weighting | Target | Actual Result | Payout | Vesting |
|---|---|---|---|---|---|
| WebBank Performance | 70% | Threshold 80% of target; Max 135% if WebBank pre-tax income > $60.1m | Achieved above thresholds (2024) | 114% of target ($526,835) for 2024 | Cash; paid |
| Individual Performance | 20% | Assessed by Compensation Committee | Included in 2024 assessment | Included in 114% payout | Cash; paid |
| Company Performance (Total Steel Corporate Earnings: WebBank net income + EBITDA of rest of Company − corporate expenses/adjustments) | 10% | Target payout if “Total Steel Corporate Earnings” > $219.0m | Assessed for 2024 | Included in 114% payout | Cash; paid |
Two-year bonus outcomes:
| Year | Target Basis | Payout % of Target | Bonus ($) |
|---|---|---|---|
| 2023 | Not disclosed (methodology same plan) | 135% | $600,615 |
| 2024 | 100% of WFHC fees ($386,136) + WebBank fees ($76,000) = $462,136 | 114% | $526,835 |
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| LP Units beneficially owned | 6,142,046 units |
| % of LP Units outstanding | 32.1% |
| Series A Preferred Units | 114,516 units held directly; EMH Howard, LLC holds 87,649 units |
| Unvested restricted LP Units (as of 12/31/2024) | 0 |
| Options/SARs | Company does not grant options/SARs |
| Hedging policy | Hedging/monetization transactions prohibited except in limited, pre-approved circumstances |
| Pledging | No pledging by Howard disclosed; certificate restricts transfers including pledges that violate terms |
Breakdown of Howard’s LP Unit beneficial ownership:
- 2,071,121 LP Units held directly (including an entity 100% controlled by him) .
- 1,551,652 LP Units owned by the II Trust (Howard trustee) .
- 755,938 LP Units owned by the III Trust (Howard trustee) .
- 1,648,540 LP Units owned by the Article V Trust (Howard trustee) .
- 1 LP Unit owned by SPH SPV-I LLC (Howard sub-account) .
- 114,794 LP Units owned by EMH Howard, LLC (Howard managing member; disclaims beneficial ownership except pecuniary interest) .
Context:
- Voting rights cap: Absent banking regulatory approval, voting rights are forfeited with respect to all LP Units in excess of 9.9% (other than the General Partner, the Manager, or their affiliates) .
- Directors and executive officers as a group beneficially own 16,249,010 LP Units (84.8%) .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment agreement with SPLP | Howard’s services provided via the Management Agreement; no separate SPLP salary |
| Manager compensation mechanics | Manager receives 1.5% of total partners’ capital annually (paid quarterly) plus incentive compensation; Howard’s Manager-paid cash cannot be isolated as SPLP-only |
| Change-in-control economics | Under Second A&R 2018 Plan, double-trigger (termination without cause or resignation for good reason within 2 years of change in control) accelerates vesting of outstanding equity awards; Howard had no unvested equity awards at FY-end 2024 |
| Severance multiples; non-compete; non-solicit | Not disclosed for Howard in proxy |
Related party/affiliated arrangements:
- Steel Services management services agreements with J. Howard, Inc. (100% controlled by Howard) and SPL (significant beneficial owner): monthly fee $1,246 for J. Howard, Inc. and $6,072 for SPL and affiliates; fees adjustable by agreement/amendment .
- Conflicts process: LP Agreement deems affiliated transactions not a breach if approved by disinterested directors/Audit Committee/conflicts committee; unitholder vote of disinterested units; third-party terms; or fair and reasonable overall .
Board Governance
| Attribute | Disclosure |
|---|---|
| Board service start | Director since 2011; designated by SPGS as additional director per LP Agreement |
| Committee memberships | Not listed as a member of Audit, Compensation, or Corporate Governance & Nominating Committees |
| Committee leadership | Audit Chair: John P. McNiff; Compensation Chairwoman: Rory Tahari; Corporate Governance & Nominating Chair: John P. McNiff |
| Independence status | Independent directors: McNiff, Karros, Benenson III, Rosen, Tahari; Howard is an executive director and not independent |
| Board meeting attendance | Board met 9 times in 2024; each director attended ≥75% of Board/committee meetings; all directors attended 2024 Annual Meeting |
| Director compensation | Executive officers are not separately compensated for Board service at SPLP |
| Risk oversight | Board oversees strategy and risk under Executive Chairman leadership with crucial input from Howard (President) |
Compensation Structure Analysis
- Mix and trend: Howard’s compensation is largely at-risk cash bonus linked to WebBank/SPLP performance and individual metrics; no SPLP salary; no SPLP equity grants in 2023–2024 .
- Year-over-year: Bonus decreased from $600,615 (135% of target) in 2023 to $526,835 (114% of target) in 2024; director fees were stable (WFHC $386,136; WebBank $76,000) .
- Equity practices: Company does not grant options/SARs; Howard held no unvested restricted LP Units at FY-end 2024, reducing near-term vesting-related sell pressure .
- Governance safeguards: Hedging policy prohibits hedging/monetization except with prior approval; related-party transactions subjected to disinterested oversight processes per LP Agreement .
Director Compensation (SPLP Board)
Non-management director program shown below for context; executive directors (including Howard) are not separately compensated for SPLP Board service .
| Fee Type | Amount ($) |
|---|---|
| Annual cash retainer | 93,500 |
| Audit Committee Chair (annual) | 41,600 |
| Compensation Committee Chair (annual) | 20,800 |
| Corporate Governance & Nominating Chair (annual) | 15,600 |
| Per-committee meeting fee | 1,560 |
| Annual equity (restricted LP units; granted quarterly; vest immediately) | 93,500 |
Say-on-Pay & Shareholder Feedback
- Advisory vote on NEO compensation is proposed annually; Board recommends approval; frequency recommendation is “ONE YEAR” for future say-on-pay votes .
Equity Ownership Details (Quantitative)
| Metric | Value |
|---|---|
| LP Units Beneficially Owned (number; %) | 6,142,046; 32.1% |
| Series A Preferred Units (direct) | 114,516 |
| Series A Preferred Units (EMH) | 87,649 |
| Directors/executives group ownership | 16,249,010 LP Units; 84.8% |
Performance Compensation Detail (2024 Plan Parameters)
| Component | Parameter | Value |
|---|---|---|
| Target bonus base | Director fees at WFHC + WebBank | $386,136 + $76,000 = $462,136 |
| Payout range | Threshold; Maximum | 80% threshold; 135% max |
| Weightings | WebBank; Individual; Company | 70%; 20%; 10% |
| Company metric | Total Steel Corporate Earnings (WebBank net income + EBITDA of rest of Company − corporate expenses/adjustments) | Target payout if > $219.0m |
| WebBank metric | Pre-tax income | Max payout if > $60.1m |
| 2024 outcome | Payout %; Bonus $ | 114%; $526,835 |
Investment Implications
- Alignment: Howard’s substantial beneficial ownership (32.1%) indicates strong economic alignment; absence of SPLP equity awards and unvested units in 2024 reduces near-term vesting-driven sale pressure .
- Incentive design: Cash bonus tied to WebBank performance and Company earnings (EBITDA-inclusive metric) suggests focus on profitability and capital discipline; however, reliance on subsidiary-linked pay may dilute direct linkage to SPLP total unitholder returns .
- Governance risk: Dual role (President and Director) designated by the Manager, combined with related-party service agreements (J. Howard, Inc.; SPL), introduces potential conflicts; mitigants include disinterested director/Audit Committee oversight under LP Agreement .
- Control dynamics: Insider group beneficially owns ~84.8% of LP Units; voting rights cap above 9.9% applies to non-affiliates, reinforcing incumbent influence and potentially limiting external governance pressure .
Dual-role implication: Howard’s executive-director status and affiliation with the Manager (designating his Board seat) raise independence considerations; SPLP’s structure addresses conflicts through formal approval standards but investors should monitor related-party arrangements and Manager-driven compensation governance .
Data Appendix
- Board meetings and attendance in 2024, committee compositions and independence, and Annual Meeting attendance: .
- Director independence and designation mechanics: .
- Executive compensation summary and narrative: .
- Bonus plan specifics and outcomes: .
- Equity plan and change-in-control vesting: .
- Equity compensation plan totals: .
- Ownership table and footnotes: .
- Related party transactions and Steel Services agreements: .
- Hedging policy and equity award practices: .
- Certificate transfer restrictions (including pledging language): .
Investment Implications
- Near-term trading signals: Lack of SPLP equity grants and zero unvested LP Units for Howard diminishes forced-selling risk; bonus outcomes are sensitive to WebBank pre-tax income thresholds and consolidated EBITDA, creating a performance-linked catalyst in banking and operating segments .
- Retention risk: Compensation via the Manager and subsidiary roles (WFHC/WebBank) plus large ownership stake reduce voluntary departure risk; absence of disclosed severance/non-compete terms at SPLP adds uncertainty around potential transitions .
- Governance watch items: Monitor related-party fee updates (J. Howard, Inc. and SPL agreements), Manager fee/incentive arrangements, and any changes to say-on-pay outcomes or committee independence; high insider ownership and Manager designations can entrench control, making shareholder engagement outcomes particularly relevant .