Robert K. Hatcher

About Robert K. Hatcher

Robert K. Hatcher, age 62, is an independent director of SWK Holdings and serves on the Audit and Compensation Committees and as Chair of the Governance and Nominating Committee; he has been a director since 2022 . He is Chairman and CEO of Equitime Capital LLC (since Oct 2022), previously Executive Chairman of Avalon Advisors LLC (Feb 2020–Oct 2022), and earlier President/CEO of Cockrell Interests, LLC (2001–2019) . Hatcher holds an MBA and JD from Tulane University and a BBA from Southern Methodist University; his board has determined he is qualified based on extensive financial and investment experience .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member; Compensation Committee member; Governance and Nominating Committee Chair (2024 membership) .
• Committee activity: Audit met 4x in 2024; Compensation met 2x; Governance met 1x; Audit committee financial experts designated as Dotter and Albright (not Hatcher) .
• Independence: Board determined Hatcher is independent under Nasdaq rules; independent directors meet in executive session at each regularly scheduled Board meeting .
• Attendance: Board met 11 times in 2024; each director attended at least 75% of Board and applicable committee meetings, and attended last annual meeting .
• Controlled company: Carlson Capital beneficially owns ~72.6% of shares; company uses Nasdaq controlled company exemptions—Compensation and Governance Committees not entirely independent, historically including non-independent designee Marcus Pennington until his 10/1/2024 resignation .

Fixed Compensation

• Director Compensation Policy:
  • Annual cash for non‑employee directors: $55,000; non‑executive Board Chair receives additional $40,000 cash; Committee Chair cash: Audit $15,000, Compensation $10,000, Governance $10,000; Committee member cash: Audit $8,000, Compensation $6,000, Governance $6,000; annual equity award with aggregate fair value $55,000; directors may elect cash fees in fully vested stock .
  • Equity grants to directors moved to annual issuance after the 2025 Annual Meeting .

Performance Compensation

• Structure: Non‑employee director equity awards are “stock awards” valued under ASC 718; no director options or option‑like instruments disclosed for Hatcher; performance metrics are not tied to director pay .
• Compensation Recovery Policy exists and falls under the Compensation Committee’s responsibilities, but director‑specific clawback triggers are not detailed in the proxy .

Other Directorships & Interlocks

Expertise & Qualifications

• Finance and investment leader (Equitime Capital; Avalon Advisors; Cockrell Interests), with legal training (JD) and MBA—Board cites his extensive financial and investment experience as qualification .
• Governance experience as Governance and Nominating Committee Chair .
• Academic involvement (Adjunct Professor, Rice University) and broad executive networks (WPO/CEO) .

Equity Ownership

• Ownership guidelines/pledging: Director stock ownership guidelines not specified; Awards under the equity plan generally may not be sold/pledged/transferred except by will/descent unless otherwise permitted by the Committee; insider trading policy disclosed; no director‑specific pledging or hedging disclosures for Hatcher .

Governance Assessment

• Strengths:

  • Independent director with broad finance/investment background; serves as Governance Chair, signaling engagement and oversight of board composition and practices .
  • Committee participation on Audit and Compensation; meets Nasdaq independence standards; Board holds regular executive sessions of independents; attendance thresholds met in 2024 .
  • Director compensation structure is balanced (cash/stock), with ability to elect stock for cash fees supporting alignment; equity grants standardized at $55k annually .

• Risks/RED FLAGS:

  • Controlled company status (Carlson ~72.6%); Compensation and Governance Committees historically included non‑independent member (Pennington) under controlled company exemption—reduces minority shareholder protections despite audit committee independence .
  • Hatcher is not designated an “audit committee financial expert,” potentially limiting deep technical accounting expertise within the Audit Committee to Dotter/Albright .
  • Modest personal ownership (<1%) may signal limited direct economic alignment; though he holds outstanding stock awards, no guideline compliance status is disclosed .
  • Related‑party framework dominated by Carlson’s Stockholders’ Agreement approval rights (with Minority Protections), but no Hatcher‑specific related party transactions disclosed; continued reliance on exemptions requires vigilance .

• Compensation Mix Trends:

  • Year‑over‑year stock award value decreased (2023 $96,257 → 2024 $68,765), with cash fees flat ($79,000), lowering total director pay; shift may reflect grant timing/value policy adjustments (move to annual grants) .

• Independence & Engagement Signal:

  • Governance Chair role and multi‑committee service, combined with regular committee meeting activity and independent executive sessions, support board effectiveness, though the controlled company profile remains a structural overhang for governance quality .