Laurie L. Dotter
About Laurie L. Dotter
Laurie L. Dotter (age 64) is Chair of the Board and independent director at SWK Holdings Corporation. She is an audit committee financial expert with a CPA in Texas, a BBA from Texas A&M, and deep investment and real estate operating experience; she joined the SWK board in 2022, and currently chairs the Audit Committee and serves as Board Chair, with the Board separated from the CEO role to reinforce oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Transwestern Investment Group | President | 2010–2016 | Led investment platform; delivered returns across real estate operating/development companies |
| Transwestern Corporate Properties / Corporate Properties Trust I–III | President; Founding Partner | 2016–2017 | Managed large-scale real estate vehicles (> $2B combined capitalization) |
| Hunt Realty Investments (Hunt Oil family) | Executive Investment Officer | 1998–2010 | Executed investment strategy for diversified energy-affiliated real estate portfolio |
| Teacher Retirement System of Texas | Director of Real Estate Investments | 1993–1998 | Directed pension real estate investments |
| PricewaterhouseCoopers | Director, Financial Consulting Services | 1989–1993 | Led financial consulting engagements; CPA |
| Parkway Properties, Inc. (public) | Director; Audit Chair; Compensation Committee Member | 2010–2016 | Chaired audit; member of comp committee (public company governance role) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Employee Retirement System of Texas | Investment Advisory Board Member; Chairman | Since 2019 | Chairs ERS IAB; pension oversight |
| Texas Treasury Safekeeping Trust Company | Investment Advisory Board Member | Since 2009 | State treasury investment oversight |
| Stratus Properties Inc. (public) | Director | Since 2021 | Board director of diversified real estate company |
| Dottid | Advisor | Current | Advises on CRE workflow technology |
| Children’s Health System of Texas | Investment Committee Advisor | 2020–2021 | Interim portfolio oversight; governance review |
| PREA Plan Sponsor Council | Vice Chairman | 2008–2010 | Pension Real Estate Association leadership |
Board Governance
- Board leadership: Dotter serves as Chair of the Board; SWK separates Chair and CEO roles to enhance independence and oversight .
- Independence: The Board determined Dotter is independent under Nasdaq rules; independent directors meet regularly in executive session .
- Attendance: Board met 11 times in 2024; each director attended at least 75% of Board and applicable committee meetings and attended the last annual meeting .
- Committee memberships and activity:
- Audit Committee (Chair: Dotter; members: Albright, Hatcher) – 4 meetings in 2024; Dotter is designated an “audit committee financial expert” .
- Compensation Committee (Albright, Hatcher; Pennington as prior Chair until 10/1/24) – 2 meetings; not fully independent during 2024 due to controlled company exemptions .
- Governance & Nominating Committee (Albright, Hatcher as Chair; Pennington until 10/1/24) – 1 meeting; not fully independent during 2024 due to controlled company exemptions .
- Controlled company: Carlson Capital beneficially owns ~72.6%; SWK utilizes Nasdaq “controlled company” exemptions (compensation and nominating committees not entirely independent), though Audit Committee meets full independence requirements .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $55,000 | Policy for non-employee directors |
| Chair of the Board cash fee | $40,000 | Additional annual cash for non-executive chair |
| Audit Committee Chair cash fee | $15,000 | Committee chair cash |
| Equity award (director) | $55,000 | Annual grant; directors may elect cash fees in stock; now granted annually post-Annual Meeting |
Director compensation (FY 2024 actual):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Laurie L. Dotter | 110,000 | 68,765 | 178,765 |
Performance Compensation
- Equity: Directors receive annual equity awards with aggregate fair value of $55,000; Dotter had 4,834 outstanding stock awards as of 12/31/2024 .
- Performance metrics: No director-specific performance metrics disclosed for equity; awards are time-based under the 2010 Plan .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict Relevance |
|---|---|---|---|
| Stratus Properties Inc. | Public | Director | Real estate focus; no disclosed transactions with SWK |
| Parkway Properties, Inc. | Public (historical) | Director; Audit Chair; Comp Member | Prior governance role; no current SWK interlock disclosed |
| ERS of Texas; Texas Treasury Safekeeping Trust | Public entities (state) | Investment Advisory roles | Public fund oversight; no SWK related-party ties disclosed |
Expertise & Qualifications
- CPA (Texas) and BBA from Texas A&M; extensive investment and financial leadership across pension, investment management, and corporate real estate .
- Audit committee financial expert designation; chairing SWK’s Audit Committee indicates deep financial reporting and oversight competency .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Outstanding | Director Stock Awards Outstanding |
|---|---|---|---|
| Laurie L. Dotter | 12,933 | <1% (12,269,561 shares outstanding; asterisked “Less than one percent”) | 4,834 |
No pledging or hedging of SWK shares by Dotter is disclosed; SWK maintains insider trading policies and a Code of Ethics covering directors .
Governance Assessment
- Strengths:
- Independent Board Chair (Dotter) with separate CEO enhances oversight and reduces management entrenchment risk .
- Audit Committee fully independent, chaired by Dotter; committee meets regularly and affirms auditor independence, with Dotter named audit committee financial expert .
- Regular executive sessions of independent directors support candid oversight .
- Attendance at or above 75% and director participation across 11 Board meetings in 2024 supports engagement .
- Risks/Red Flags:
- Controlled company status: 72.6% ownership by Carlson; compensation and governance committees not fully independent in 2024 (due to Pennington), reducing standard investor protections; SWK avails Nasdaq controlled-company exemptions .
- Equity plan allows option/SAR repricing or exchange without prior stockholder approval, which can be shareholder-unfriendly if misused (plan Section 18) .
- Concentrated ownership entails approval rights for large transactions per Stockholders’ Agreement, though minority protections were extended via amendments (special committee approvals, meeting call rights) .
- Shareholder sentiment:
- 2025 Say-on-Pay passed (For: 10,385,696; Against: 420,203; Abstain: 90,412; Broker non-votes: 385,315), supporting current pay practices .
- Dotter re-elected as director (For: 10,474,781; Withhold: 421,530; Broker non-votes: 385,315), indicating investor confidence in her governance role .
Additional Notes
- Director Compensation Policy permits directors to elect to receive cash fees in vested stock, enhancing ownership alignment; Board equity grants for directors are timed annually post-Annual Meeting .
- SWK adopted a Compensation Recovery (clawback) policy compliant with SEC/Nasdaq rules (focus on executive pay tied to financial reporting metrics); while this applies to executives, it reflects broader governance rigor .
- Corporate transaction provisions accelerate Outside Directors’ awards upon change-in-control, standard in market but noteworthy for potential payout optics .