J. Hale Hoak
About J. Hale Hoak
J. Hale “Hale” Hoak, age 50, was appointed as an independent director of Westwood Holdings Group, Inc. (NYSE: WHG) effective March 5, 2025. He has over 25 years of experience as an investor in private and public companies, serving since 2004 as President of Hoak & Co., an investment holding company; prior roles include founding partner of Inwood Capital Partners (long/short equity hedge fund) and Vice President at Hoak Capital Corporation (private equity). He holds a BS in Business from Miami University of Ohio .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hoak & Co. | President | 2004–present | Oversees asset allocation and investment decisions |
| Inwood Capital Partners, L.P. | Founding Partner | 2000–2004 | Long/short equity hedge fund management |
| Hoak Capital Corporation | Vice President | 1996–2000 | Sourcing/evaluating/managing private equity investments |
| Berkshire Lane Development Partners | Founding equity partner | Not disclosed | Multifamily apartment development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nova Compression, LLC | Director | Current | Natural gas compression provider |
| Ruan, Inc. | Director | Current | Parent of Ruan Transportation Management Systems (logistics) |
| BTC Financial Corporation | Director | Current | Largest independent bank in Iowa |
| Ambassadors International, Inc. | Director | Past | Public company (historical role) |
| Broadcast Electronics, Inc. | Director | Past | Historical role |
| Baylor Health Care System Foundation | Board member | Past | Philanthropic board service |
| Southwestern Medical Foundation | Board of Trustees | Past | Philanthropic board service |
Board Governance
- Independence: The Board has affirmatively determined Hoak is “independent” under NYSE and SEC rules .
- Board composition/leadership: Six nominees for 2025; an independent Chairman to be appointed at the 2025 Annual Meeting to replace Richard M. Frank, separating CEO and Chair roles .
- Committees (2024 structure): Audit (Chair: Ellen H. Masterson), Compensation & Human Capital (Chair: Geoffrey R. Norman), Governance/Nominating (Chair: Randy A. Bowman); all-Independent . Hoak’s specific committee assignments were not disclosed in the 2025 proxy .
- Attendance: The Board held five meetings in 2024; all directors who served in 2024 attended all meetings .
- Risk oversight: Audit (financial reporting, cybersecurity, compliance), Compensation (employment, pay programs, DEI), Governance (overall governance, succession) .
Fixed Compensation (Director Program)
| Component | Amount | Vesting/Terms |
|---|---|---|
| Annual cash retainer (non-employee director) | $70,000 | No meeting fees |
| Chairman of the Board additional retainer | $20,000 | Applies to Chair |
| Audit Chair additional retainer | $15,000 | Applies to committee chair |
| Compensation & Human Capital Chair additional retainer | $15,000 | Applies to committee chair |
| Governance/Nominating Chair additional retainer | $10,000 | Applies to committee chair |
| Restricted stock award (upon election/re-election) | $95,000 fair value | Vests 12 months from grant; $90k base + $5k if also serving on Westwood Trust board |
| Westwood Trust board fees | $1,000 annual + $1,000 per quarterly meeting | Applies if director also serves on Westwood Trust board |
Program notes:
- Stock ownership guidelines apply; directors must hold net vested shares until minimums are met .
- Hoak will receive compensation “in accordance with Westwood’s standard non-employee director compensation practices” .
Performance Compensation
| Award Type | Performance Metrics | Terms |
|---|---|---|
| Director equity grant (restricted stock) | None (time-based vesting) | Generally vests fully after 12 months; dividends on unvested shares are accrued and paid upon vesting; accrued dividends on forfeited shares are not paid . |
Compensation Program Changes (Year-over-Year context)
| Item | 2023 | 2024 | Commentary |
|---|---|---|---|
| Non-employee director cash retainer | $62,000 | $70,000 | Increase in fixed cash retainer YoY |
| Chair/committee chair fees | $20k Chair; $15k Audit/Comp; $5k Governance | $20k Chair; $15k Audit/Comp; $10k Governance | Governance chair fee increased |
| Director equity grant | $95,000 RS (time-based) | $95,000 RS (time-based) | Structure unchanged |
Other Directorships & Interlocks
- 5% beneficial owners include Hoak Public Equities, L.P. with 7.9% (744,353 shares) as of March 3, 2025 . No explicit disclosure ties J. Hale Hoak to Hoak Public Equities, L.P. in the proxy or 8-K.
- Related party transactions: None disclosed involving Hoak; one disclosed revenue item from an affiliate of GAMCO Investors, Inc. ($228,000 in 2024) .
Expertise & Qualifications
- Long-tenured investor, hedge fund and private equity background; board experience across energy, logistics, and banking; founding equity partner in real estate development .
- Financial/investment acumen aligned to WHG’s asset management, trust and wealth services portfolio .
Equity Ownership
| Item | Detail |
|---|---|
| Director beneficial ownership (Hoak) | Form 3 power of attorney filed; beneficial holdings not presented in available filing chunks . |
| Significant holders (context) | Hoak Public Equities, L.P.: 744,353 shares (7.9%); Allspring Global: 585,364 shares (6.2%); CEO Brian O. Casey: 480,214 shares (5.1%) . |
| Shares outstanding (record date) | 9,379,675 (March 3, 2025) . |
| Director/NEO group holding | 770,007 shares (8.2%) as of March 3, 2025 . |
| Ownership guidelines | Directors must hold net vested shares until guideline minimum achieved . |
Insider Filings (Section 16)
| Date (Execution/Publication) | Form | Summary | Notes |
|---|---|---|---|
| March 14, 2025 / April 24, 2025 | Form 3 (EX-24) | Power of Attorney authorizing Brian O. Casey, John A. Ehinger, and Jonathan R. Nahhat to sign Forms 3/4/5 on behalf of J. Hale Hoak | PoA only; beneficial ownership details not in provided chunk |
| April 30, 2025 | Form 3/A (EX-24) | Confirmation of PoA arrangement for Section 16 filings (DocuSign POA) | PoA confirmation |
Governance Assessment
- Strengths: Independent status affirmed; deep investment and board experience; Board comprises supermajority independent directors with independent committee structure; standard director equity aligns with shareholder outcomes via ownership guidelines; robust risk oversight delineated across committees .
- Engagement signal: Strong shareholder support at 2025 Annual Meeting—Hoak received 7,168,227 “For” votes vs. 157,124 “Against”; overall say-on-pay approved (6,862,241 For; 410,692 Against) .
- Potential red flags/monitoring:
- Affiliated significant holder: Hoak Public Equities, L.P. is a 7.9% beneficial owner; while no explicit link to J. Hale Hoak is disclosed, investors may monitor for any affiliation and resulting related-party considerations .
- Committee assignment transparency: Specific committee roles for Hoak not disclosed in the 2025 proxy; follow subsequent filings for committee placement and potential chair roles .
- Related-party transactions: None disclosed involving Hoak; WHG has a formal conflict-of-interest policy and Audit Committee oversight; continue to monitor new director-related relationships .
Overall, Hoak’s independent status, investment background, and director equity alignment support investor confidence, with no disclosed conflicts or attendance concerns. Monitor future proxies/8-Ks for committee assignments, Section 16 holdings, and any transactions that could introduce conflicts .