Jerry Albright

About Jerry Albright

Jerry Albright (age 66) is an independent director of SWK Holdings Corporation, serving since 2023. He is Managing Partner of ADIM, LLC (since Feb 2019) and previously served nearly three decades at the Teacher Retirement System of Texas (TRS), including as Chief Investment Officer from mid‑2017 until his retirement in May 2020. He holds a bachelor’s degree in economics from Texas A&M University. The Board cites his extensive financial and investment experience as qualifications for service.

Past Roles

External Roles

Board Governance

• Committee assignments (2024): Audit Committee member (Audit Chair: Laurie Dotter); Compensation Committee member (Chair in 2024: Marcus Pennington, who resigned Oct 1, 2024); Governance & Nominating Committee member (Chair: Robert Hatcher). The Board designated Albright as an “audit committee financial expert.”
• Independence: The Board determined Albright is independent under Nasdaq rules. SWK is a “controlled company” under Nasdaq due to Carlson’s ~72.6% beneficial ownership.
• Attendance: The Board met 11 times in 2024; Audit met 4; Compensation met 2; Governance & Nominating met 1. Each director attended at least 75% of applicable Board/committee meetings and attended the last annual meeting; independent directors meet in regular executive sessions.
• Board leadership: Chair of the Board is Laurie L. Dotter; CEO and Chair roles are separated.

Fixed Compensation (Director)

• Director Compensation Policy (non‑employee directors):
  • Annual cash retainer: $55,000; additional $40,000 for Non‑Executive Chair.
  • Committee chair fees: Audit $15,000; Compensation $10,000; Nominating & Corporate Governance $10,000.
  • Committee member fees: Audit $8,000; Compensation $6,000; Nominating & Corporate Governance $6,000.
  • Annual equity award: $55,000 grant‑date fair value; directors may elect to receive cash consideration in fully vested shares; equity awards to directors granted annually after the Annual Meeting.

Notes: Dollar values of stock awards reflect ASC 718 grant‑date fair value methodology (see 2024 Form 10‑K Note 8).

Performance Compensation (Director)

• The Director Compensation Policy sets a fixed‑value annual equity grant for non‑employee directors; the proxy does not describe performance conditions or targets for director equity grants.

Other Directorships & Interlocks

• Current public company boards: None disclosed in the biography.
• Interlocks/overlaps: Not disclosed for Mr. Albright. Company‑level governance context: SWK is a controlled company under Nasdaq; Carlson Capital‑affiliated funds own ~72.6% and a Stockholders’ Agreement grants certain approval rights and minority protections (see Related‑Party/Controlled Company notes below).

Expertise & Qualifications

• Financial and investment leadership: Former CIO of TRS; prior Deputy CIO/COO/Director of Investment Operations at TRS; banking board experience.
• Governance expertise: Managing Partner at ADIM, LLC, advising boards on protocols, policies, and practices.
• Financial literacy: Designated by the Board as an Audit Committee Financial Expert.
• Education: B.A. in Economics, Texas A&M University.

Equity Ownership

Governance Assessment

Key positives

• Independence and financial oversight: Board determined Albright independent; serves on Audit and is an Audit Committee Financial Expert; Audit met 4x in 2024.
• Engagement: Each director attended ≥75% of Board/committee meetings; Board met 11x; directors attended last annual meeting; independent director executive sessions regularly held.
• Alignment signals: Annual equity grant for directors; optional election to take cash retainers in stock.
• Governance practices: Separation of Chair/CEO; adoption of a Compensation Recovery (clawback) Policy on Nov 15, 2023.

Watch items / RED FLAGS

• Controlled company risk: Carlson beneficially owns ~72.6% (as of 4/22/2025). SWK relies on Nasdaq “controlled company” exemptions (e.g., compensation and nominating committees not required to be fully independent). In 2024, a non‑independent director (Pennington) chaired Compensation and sat on Governance until his Oct 1, 2024 resignation.
• Stockholders’ Agreement: Carlson‑affiliated funds retain approval rights over specified corporate actions (e.g., indebtedness above thresholds, equity issuance, asset transactions, dividends), subject to Minority Protections (extended in 2022). CEO termination/hiring approval right was removed in 2023. Elevated influence by the controlling stockholder persists until an “Ownership Reduction Event.”
• Equity plan flexibility: 2010 Equity Incentive Plan permits repricing of options/SARs without prior stockholder approval—a shareholder‑unfriendly feature.
• Related‑party services: Company paid $813,125 to CFGI in 2024 under an advisory arrangement initially tied to former CFO Charles Jacobson (now a CFGI partner); Audit Committee oversees related‑party transactions via chartered procedures.

Policy and structural notes

• Director Compensation Policy: Cash and equity components detailed; director equity awards granted annually post‑meeting; directors may elect to receive cash fees in stock.
• Meeting cadence: Board (11), Audit (4), Compensation (2), Governance (1) in 2024.
• Change‑in‑control: Outside directors’ awards vest fully upon a Corporate Transaction.

Overall implication: Mr. Albright brings deep institutional investment governance and financial oversight capabilities and is properly positioned on key committees (with “financial expert” designation). However, broader governance risk stems from SWK’s controlled company status, historical committee composition not entirely independent, and an equity plan that allows option/SAR repricing without shareholder approval—factors investors should weigh alongside Albright’s credentials.