Robert L. Clarke
STEWART INFORMATION SERVICESAbout Robert L. Clarke
Independent director since 2004 and current Audit Committee Chair. Age 82, with a career spanning legal practice and high-level financial regulation: former U.S. Comptroller of the Currency (1985–1992), partner at Bracewell LLP (where he founded the firm’s national and international financial services practice), and advisory/regulatory roles across global financial institutions. The Board waived the mandatory retirement age (80) to retain his expertise; Clarke recused from discussions and abstained from the vote .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of the Treasury | Comptroller of the Currency | 1985–1992 | Led national bank supervision; deep regulatory expertise |
| Bracewell LLP | Partner; founder of financial services practice | 1969–1985; 1992–2017 | Built national/international practice in financial services regulation |
| World Bank | Consultant | 1995–1997 | Global financial sector advisory |
| National Bank of Poland | Senior Advisor to the President | 1992–2000 | Central bank advisory in transition economy |
| Dubai Financial Services Authority | Director; Consultant | Director 2004–2015; Consultant 2015–2021 | Regulatory governance in DIFC |
| Mutual of Omaha Insurance Company | Director | 2008–2016 | Board oversight in insurance |
| Mutual of Omaha Bank | Director | 2016–2019 | Bank governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rice University | Trustee; Trustee Emeritus | Trustee: 2006–2022; Emeritus: 2010–present | Audit Committee; Academic Affairs; Public Affairs |
| Financial Services Volunteer Corps | Trustee | 2008–present | Audit Committee Chair |
| Southwestern Graduate School of Banking | Trustee | 1995–present | Governance/education oversight |
Board Governance
- Committee assignments: Audit Committee Chair; Audit Committee membership includes Clarke (Chair), William S. Corey, Deborah Matz, Manolo Sánchez, and Helen Vaid .
- Independence and qualifications: Audit members are NYSE/Exchange Act “independent,” and all five are SEC-defined “audit committee financial experts” . Board majority is independent; Clarke is included in the independent slate .
- Attendance: Board held 7 meetings in 2024; no director attended less than 75% of aggregate Board/committee meetings . Audit Committee held 8 regular meetings in 2024 .
- Audit Committee report: Recommended inclusion of audited FY2024 financials in Form 10-K; affirmed auditor independence; report dated February 26, 2025 .
- Age-policy waiver: Board waived the 80-year retirement guideline for Clarke, citing specialized expertise; Clarke recused/abstained .
Committee Detail
| Committee | Role | 2024 Meetings | Independence | Financial Expert |
|---|---|---|---|---|
| Audit | Chair | 8 | Yes (NYSE/Exchange Act) | Yes (SEC) |
Fixed Compensation
STC Director Fee Schedule (2024)
| Component | Amount |
|---|---|
| Board cash retainer | $85,000 |
| Board unrestricted stock retainer | $85,000 |
| Chairman of the Board cash retainer | $125,000 |
| Audit Committee Chair retainer | $35,000 |
| Compensation Committee Chair retainer | $20,000 |
| Nominating & Corporate Governance Chair retainer | $17,500 |
| Audit Committee member retainer | $15,000 |
| Compensation Committee member retainer | $10,000 |
| Nominating & Corporate Governance member retainer | $7,500 |
Robert L. Clarke – Director Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $35,000 | $35,000 |
| All Other Compensation ($) | $5,000 | $5,000 |
| Total ($) | $210,000 | $210,000 |
Performance Compensation
- Annual equity grants to non-management directors are unrestricted stock retainers valued at market close on grant date; directors received approximately $85,000 or $170,000 of unrestricted stock (rounded to whole shares). Clarke’s stock awards were $170,000 in both 2023 and 2024 .
- Directors may elect to take their entire retainer in stock, with election by January 31 each year .
| Performance Metric | Application to Director Pay | Evidence |
|---|---|---|
| TSR/Revenue/EBITDA targets | None disclosed for directors | Director equity described as unrestricted stock retainer; no performance-conditioned metrics disclosed |
| Options/PSUs for directors | None disclosed | Director compensation table shows stock awards only; no options/PSUs listed |
| Meeting fees | Not disclosed/none referenced | Retainers outlined; meeting fees not listed for directors |
Other Directorships & Interlocks
| Company/Entity | Role | Tenure | Public Co. | Notes |
|---|---|---|---|---|
| Eagle Materials, Inc. (EXP) | Director | 2006–2016 | Yes | Prior public company board |
| Mutual of Omaha Insurance Company | Director | 2008–2016 | No | Insurance governance |
| Mutual of Omaha Bank | Director | 2016–2019 | No | Banking governance |
| Dubai Financial Services Authority | Director | 2004–2015 | No | Regulatory authority board |
No related-party transactions involving Clarke are identified in the retrieved proxy sections. Hedging, short-selling, margin accounts, and pledging of Company stock are prohibited by policy for directors .
Expertise & Qualifications
- Veteran attorney/regulator with expert knowledge of banking laws, supervision, and corporate governance; extensive U.S. and international financial-services experience .
- SEC-defined audit committee financial expert; leadership of audit oversight including auditor independence and cybersecurity/data procedures .
Equity Ownership
| As-of Date | Shares Beneficially Owned | Percent of Class | Shares Outstanding |
|---|---|---|---|
| March 11, 2025 | 55,948 | <1% (company classification) | 28,026,117 |
- Director stock ownership guideline: Each director must hold Common Stock equal to 5× the stock portion of the annual retainer; nine of ten directors currently exceed the guideline (remaining director’s acquisition period not expired) .
- Anti-hedging/anti-pledging: Company prohibits hedging, short sales, margin accounts, pledges, and derivative transactions by directors .
Governance Assessment
- Strengths: Independent Audit Chair with deep regulatory background; designated audit financial expert; strong committee cadence (8 Audit meetings in 2024); Board majority independence; robust auditor-independence and risk oversight; equity-heavy compensation mix aligns interests .
- Considerations/RED FLAGS: Mandatory retirement age waiver (Clarke at 82) raises entrenchment/refreshment considerations, though the Board documented rationale; Clarke recused and abstained, mitigating conflict concerns .
- Alignment & safeguards: High equity ownership across Board versus guideline; strict prohibitions on hedging/pledging bolster shareholder alignment; no attendance red flags (≥75% threshold met by all directors) .