Katherine Fleming
About Katherine E. Fleming
Dr. Katherine E. Fleming, age 59, has served as an independent director of AudioEye since March 2023. She is President & CEO of the J. Paul Getty Trust and previously served as Provost of New York University (2016–2022). A historian by training, she holds a B.A. from Barnard College, an M.A. from the University of Chicago, and a Ph.D. from UC Berkeley; she is an elected member of the American Academy of Arts & Sciences, a Chevalier of the French Legion of Honor, and holds the Silver Cross in the Greek Order of Beneficence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New York University | Provost | 2016–2022 | Oversight of financial resources and all Deans/Directors |
| University of Piraeus (Greece) | President of the Board | 2012–2016 | Board leadership |
| Institut Remarque, École Normale Supérieure (Paris) | Director | 2007–2011 | Institute leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| J. Paul Getty Trust | President & CEO | Current | Oversees endowment, programs, and strategic priorities |
| Advent Technologies Holdings, Inc. (Nasdaq: ADN) | Director | Until June 2022 | Former public company directorship |
Board Governance
- Independence: The Board determined Dr. Fleming is independent under Nasdaq rules .
- Board leadership: Lead Independent Director is Jamil Tahir; executive sessions of independent directors occur at least twice per year .
- Attendance: In 2024, each director attended at least 75% of total Board and committee meetings on which they served .
- Committee assignments and roles (2024 activity levels shown):
- Audit Committee member (Chair: Jamil Tahir; 4 meetings in 2024) .
- Compensation Committee member (Chair: Jamil Tahir; 2 meetings in 2024) .
- Nominating & Corporate Governance Committee Chair (1 meeting in 2024) .
| Governance Item | Detail |
|---|---|
| Board meetings (2024) | 6 meetings; each director ≥75% attendance |
| Audit Committee | Members: Tahir (Chair), Fleming, Hawkins; 4 meetings in 2024 |
| Compensation Committee | Members: Tahir (Chair), Fleming, Hawkins; 2 meetings in 2024 |
| Nominating & Corporate Governance | Members: Fleming (Chair), Hawkins, Tahir; 1 meeting in 2024 |
| Independence status | Independent (Nasdaq rules) |
| Executive sessions | Independent directors meet ≥2x per year |
Fixed Compensation (Non-Employee Director Pay)
| Component | Detail |
|---|---|
| Cash retainer | — (no cash fees in 2024 director table) |
| Annual equity grant | 5,667 RSUs (grant date: May 24, 2024; vests on earlier of 1-year anniversary or immediately prior to next annual meeting) |
| Quarterly RSUs | 667 RSUs per quarter; vest on grant; settlement deferred (see below) |
| Committee chair premium | Additional 200 RSUs per quarter for each Committee Chair |
| Lead Independent Director premium | Additional 2,833 RSUs annually + 333 RSUs quarterly |
| Settlement/deferral (annual RSUs) | Settled on earliest of 7th anniversary, change in control (≤90 days post-CIC), or the calendar year following death |
| Settlement/deferral (quarterly RSUs) | Settled on earliest of 3rd anniversary, change in control (≤90 days post-CIC), or the calendar year following death |
| 2024 grant-date fair value (Dr. Fleming) | $173,394 for stock awards (ASC 718) |
Performance Compensation
| Element | Detail |
|---|---|
| Performance-based equity (director) | None disclosed; director equity grants are time-based RSUs under the non-employee director program |
| Performance metrics tied to director pay | None disclosed for directors |
Other Directorships & Interlocks
| Company/Entity | Role | Interlocks/Notes |
|---|---|---|
| Advent Technologies Holdings, Inc. (Nasdaq: ADN) | Former Director (until June 2022) | No related-party transactions with AEYE disclosed for Dr. Fleming at appointment; none under Item 404(a) at that time |
| J. Paul Getty Trust | President & CEO | Non-profit; not a public company directorship |
Expertise & Qualifications
- Leadership in large, complex institutions (Getty Trust CEO/President; prior NYU Provost) .
- International governance experience (University of Piraeus Board President; ENS Paris institute director) .
- Academic credentials and recognition: B.A. Barnard; M.A. University of Chicago; Ph.D. UC Berkeley; American Academy of Arts & Sciences; French Legion of Honor; Greek Order of Beneficence .
- Current AEYE committee roles span audit, compensation, and chair of nominating/governance—indicative of governance breadth (Audit, Comp, N&CG Chair) .
Equity Ownership
| Category | Amount |
|---|---|
| Common shares beneficially owned (as of Mar 27, 2025) | 7,330 shares; less than 1% of outstanding |
| Vested but unsettled RSUs (as of Dec 31, 2024) | 11,798 RSUs (vested; settlement deferred per plan) |
| Unvested RSUs (as of Dec 31, 2024) | 5,667 RSUs (2024 annual grant) |
| Shares outstanding reference | 12,426,539 shares outstanding as of Mar 27, 2025 |
| Pledging/hedging | Insider Trading Policy disclosed; no pledging by Dr. Fleming is disclosed in proxy; late Section 16 filing noted (see Red Flags) |
Governance Assessment
-
Strengths
- Independent director with broad governance remit (chair of Nominating & Corporate Governance; member, Audit and Compensation) enhancing board oversight and succession/governance processes .
- Consistent attendance (2024: each director ≥75% of Board/committee meetings) supports engagement .
- No related-party transactions for Dr. Fleming at appointment; independence reaffirmed by Board (Nasdaq standards) .
- Equity-only director compensation aligns with shareholder interests; no cash retainer; transparent RSU vesting/deferral and CIC provisions .
-
Risk indicators and RED FLAGS
- Section 16(a) timeliness: Company disclosed late Form 4 filings for annual RSU grants to Dr. Fleming (and two others) for 2024—administrative lapse that investors should monitor for recurrence .
- Ownership alignment: Current beneficial ownership is modest (<1%); while RSUs represent additional exposure, direct share ownership is limited, which some investors may view as weaker “skin in the game” relative to executives or significant holders .
- Audit committee financial expert designation rests with another director (Tahir), not Dr. Fleming—appropriate but relevant for understanding committee expertise mix .
-
Context
- Board structure maintains Lead Independent Director and regular executive sessions, supporting independent oversight .
- Director compensation framework revised in 2023 to current RSU structure and maintained in 2024; ongoing equity emphasis can encourage long-term alignment but reduces immediate cash accountability signals .
Director Compensation Detail (FY2024)
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Notes |
|---|---|---|---|
| Dr. Katherine Fleming | — | 173,394 | 2024 annual grant of 5,667 RSUs on May 24, 2024; quarterly RSUs aggregated 2,668 during 2024; vesting/settlement per program |
As of Dec 31, 2024, Dr. Fleming held 11,798 RSUs vested but not settled and 5,667 unvested RSUs .
Related-Party and Conflicts Check
- Appointment 8-K stated no arrangements/understandings leading to selection, no family relationships, and no transactions requiring disclosure under Item 404(a) for Dr. Fleming at that time .
- Board’s independence review referenced review of beneficial ownership and any transactions in “Certain Relationships and Related Party Transactions”; Dr. Fleming deemed independent (Nasdaq rules) .
Insider Filings and Compliance
- Delinquent Section 16(a) Reports: Company disclosed that Form 4s for the annual RSU grants to Dr. Fleming (and two other directors) were filed late during 2024 .
Notes on AEYE Governance Policies Relevant to Directors
- Code of Business Conduct & Ethics and an Insider Trading Policy are in place; governance documents accessible at company website .
Citations