Gregory Hannon
About Gregory P. Hannon
Gregory P. Hannon (age 70) is nominated as an independent director for election at WHLR’s August 20, 2025 annual meeting. He is Vice-President and Director at Oakmont Capital Inc. (Toronto) since 1997, and previously was a founding partner/CFO of Lonrisk (a specialty insurer, subsidiary of London Insurance Group). Earlier roles include commercial credit at Continental Bank of Canada and auditor at Arthur Andersen. Education: B.Comm (Queen’s University, 1978) and MBA (Harvard Business School, 1987). The Board affirms all directors are independent under Nasdaq rules; Hannon is presented as an independent nominee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Continental Bank of Canada | Commercial Credit | Not disclosed | Credit and underwriting experience |
| Arthur Andersen & Co., Chartered Accountants | Auditor | Not disclosed | Accounting/audit training |
| Lonrisk (subsidiary of London Insurance Group) | Founding Partner; Chief Financial Officer | Not disclosed | Specialty insurance CFO; reporting and controls |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oakmont Capital Inc. (Toronto) | Vice-President; Director | Since 1997 | Private investment company leadership |
Board Governance
- Status: Nominee for election (not yet serving); annual meeting August 20, 2025 (virtual).
- Independence: Board annually reviews independence; Company believes all directors are independent per Nasdaq Listing Rule 5605(a)(2).
- Committee assignments: None disclosed for Hannon pre-election; current committee roster does not include Hannon.
- Board attendance: In FY2024, no director attended fewer than 75% of board and committee meetings; not applicable to Hannon (not on board in 2024).
- Board leadership: Chair of the Board is Stefani D. Carter (independent).
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual Director Cash Retainer (WHLR) | $65,000 | Increased by $5,000 from 2023; effective Nov 7, 2024; paid quarterly |
| Chair of WHLR Board – Additional Cash Retainer | $40,000 | Paid quarterly |
| Reimbursement | Out-of-pocket expenses | For board/committee meeting attendance |
Performance Compensation
| Element | Terms | Notes |
|---|---|---|
| Equity awards to non-employee directors | None disclosed for FY2024 | Director “Stock Awards” column shows no grants |
| Options/RSUs/PSUs | None disclosed | No option awards or performance equity disclosed for directors |
| Clawback provisions | Executive incentive compensation clawback policy exists | Clawback policy adopted; applies to executive incentive-based pay |
Other Directorships & Interlocks
| Company | Role | Exchange/Ticker | Committees | Notes |
|---|---|---|---|---|
| None disclosed | — | — | — | Hannon’s biography lists no current or prior public company directorships |
Expertise & Qualifications
- Accounting, auditing, and financial reporting expertise; CFO experience in insurance and audit background (Arthur Andersen).
- Banking/credit experience; private investment governance (Oakmont Capital).
- Degrees: B.Comm (Queen’s, 1978) and MBA (Harvard Business School, 1987).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Gregory P. Hannon | 0 | 0.0% | Listed with “—” (none) in directors’ ownership table; 1,094,686 shares outstanding as of July 3, 2025 |
Governance Assessment
- Independence and skill fit: Hannon is nominated as an independent director with deep accounting/audit credentials, aligning with WHLR’s audit/financial oversight needs.
- Ownership alignment: Hannon held no WHLR shares as of the record date, implying limited personal alignment until share ownership is established. Consider adopting director stock ownership guidelines to strengthen alignment.
- Committees and engagement: No committee assignment disclosed pre-election; WHLR’s committees met regularly in 2024 (Audit met 4x), and board attendance was strong—expectation is full participation once seated.
- Related-party/conflict environment (contextual): WHLR invested $10.5mm in Stilwell Activist Investments, L.P. (SAI) overseen by a sitting director (Joseph D. Stilwell) and with other board ties; RPT Committee approved these subscriptions. Excepted holder limits were raised for Stilwell Investors (up to 60% capital stock and 90% common) with letter agreements limiting conversions to avoid 50%+ voting power. Oversight structures exist (RPT Committee), but the environment requires continued vigilance.
- Market signaling: The company sought serial reverse stock split authorizations (2025 Proposals 3–19) to maintain Nasdaq bid compliance amid ongoing Series D preferred redemptions paid in common stock, creating dilution/downward pressure—board governance must balance liquidity, capital structure, and shareholder confidence.
RED FLAGS
- Zero share ownership for Hannon at nomination reduces immediate “skin in the game” alignment until ownership develops.
- Company-level related-party exposures to SAI (managed by a director) and expanded excepted holder limits necessitate robust RPT Committee oversight to mitigate perceived conflicts.
- No hedging policy in place as of proxy date, reducing safeguards around alignment behaviors.
- Heavy reliance on reverse stock splits to maintain listing, tied to monthly preferred redemptions in stock, may erode investor confidence if not paired with strategic solutions.
Notes on Committee Assignments, Independence, Attendance, and Compensation Framework
- Committee assignments for Hannon will be determined post-election; the current committees are Audit, Compensation, Nominating, Executive, Litigation, and Related Person Transactions.
- Independence is affirmed annually; all directors are deemed independent per Nasdaq.
- FY2024 attendance was strong across the board (no director below 75%).
- Director compensation is primarily cash-based; no standard annual equity grant for FY2024 directors, and payments are quarterly.