Joan H. Gillman
About Joan H. Gillman
Independent director (Class II) of Airgain, Inc. since November 2016; age 61. Former Executive Vice President and COO of Time Warner Cable Media, with deep operating experience across cable, advertising technology, and digital media. Education includes a BA in English from the College of the Holy Cross and an MA in Legislative from George Washington University. Current term runs through the 2027 annual meeting; designated independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Time Warner Cable Media (a subsidiary of Time Warner Cable) | Executive Vice President & Chief Operating Officer | Sep 2006 – Jun 2016 | Led operations and advanced advertising initiatives |
| Time Warner Cable | VP, Interactive TV and Advanced Advertising | May 2005 – Sep 2006 | Product and marketing leadership |
| OpenTV Corporation; British Interactive Broadcasting Holdings Limited; Physicians’ Online Inc. | Senior executive roles | Prior to 2004 | Digital/interactive platforms and healthcare tech exposure |
| Office of U.S. Senator Chris Dodd | State Director; Legislative Director | Prior to private-sector roles | Federal policy and legislative process experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| InterDigital, Inc. (NASDAQ: IDCC) | Director | Current | Public company directorship |
| Cumulus Media Inc. (NASDAQ: CMLS) | Director | Current | Public company directorship |
| Centrica PLC (UK) | Director | Prior | Prior public board experience |
| BIA Communications (Boldyn Networks); Transit Wireless LLC; BlackArrow LLC; National Cable Communications | Director | Prior/private | Industry connectivity and ad-tech boards |
| Interactive Advertising Bureau (IAB); Jesuit Volunteer Corp; College of the Holy Cross Board of Trustees; CityParks Foundation | Board/association roles | Prior | Industry and non-profit governance exposure |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined independent (all directors except CEO) |
| Years of service | Director since Nov 2016; Class II; term expires at 2027 AGM |
| Committee assignments (2024 activity) | Audit Committee member; Nominating & Corporate Governance Chair |
| Committee meetings held in 2024 | Audit: 4; Compensation: 2; Nominating & Governance: 3 |
| Board meetings and attendance | 2024: Board met 6 times; each director ≥88% attendance; 2023: Board met 7 times; each director ≥94% attendance |
| Board leadership | Chair: James K. Sims; independent directors hold regular executive sessions |
Committee roster (current):
| Name | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| Joan H. Gillman | Member | — | Chair |
Fixed Compensation (Director)
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer (non-chair) | $32,000 | Chair of the Board: $58,500 |
| Committee chair retainers | Audit $16,000; Compensation $10,600; Nominating & Governance $8,000 | Additional to base retainer |
| Committee member retainers | Audit $8,000; Compensation $5,300; Nominating & Governance $4,000 | Additional to base retainer |
| Equity – annual | Options valued at $30,000 + RSUs $30,000 (Chair: $45,000 each) | Annual grant on first trading day of February; 1-year vest |
| Equity – initial | Options valued at $50,000 + RSUs $50,000 | Vests in 3 annual installments |
| Change-in-control vesting | All non-employee director awards vest in full immediately before a change in control | To the extent outstanding |
| Ownership guideline | ≥3x annual retainer within 3 years of appointment | Applies to all directors |
Director compensation actually paid (FY2024):
| Director | Cash Fees | Option Awards (Grant-Date Fair Value) | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|---|
| Joan H. Gillman | $48,000 | $37,220 | $37,295 | $122,516 |
Awards outstanding at 12/31/2024:
| Director | Options | RSUs |
|---|---|---|
| Joan H. Gillman | 74,201 | 8,381 |
Notes: In Dec 2023, the Board approved paying all non-employee director cash retainers for Q4 2024 in fully vested RSUs granted Jan 2, 2024 (pro-rata per director).
Performance Compensation
Directors’ equity is time-based (no performance metrics). Key design features:
- Annual options and RSUs vest after one year; initial option/RSU awards vest over three years; full acceleration for directors on change in control.
- No hedging or pledging of company stock permitted under the Insider Trading Policy.
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Considerations |
|---|---|---|
| InterDigital, Inc. (IDCC) | Director | No related-party transactions with Airgain disclosed in the proxy |
| Cumulus Media Inc. (CMLS) | Director | No related-party transactions with Airgain disclosed in the proxy |
| Centrica PLC | Former Director | Historical; no current Airgain overlap disclosed |
Expertise & Qualifications
- Operating executive leadership in cable/media and advanced advertising (EVP/COO, TWC Media) .
- Governance experience chairing the Nominating & Corporate Governance Committee; Audit Committee member (not designated as “audit committee financial expert,” which status is held by Toscanini and Munro).
- Education: BA, College of the Holy Cross; MA in Legislative, George Washington University.
Equity Ownership
| Holder | Total Beneficial Ownership | % of Shares Outstanding | Detail |
|---|---|---|---|
| Joan H. Gillman | 105,989 | <1% | Includes 74,201 options exercisable within 60 days; includes 24,216 deferred RSUs |
- Company-wide policy prohibits pledging and hedging of company stock; also prohibits margin accounts, short sales, and derivatives on company shares.
- Director stock ownership guideline requires ≥3x annual retainer; newly appointed directors expected to comply within 3 years (policy-level disclosure; individual compliance status not itemized).
Governance Assessment
Strengths
- Independent, long-tenured director with substantial operating experience in adjacent connectivity and media markets; chairs the Nominating & Governance Committee and serves on Audit, supporting board effectiveness and oversight. Attendance has been strong at the board level (≥88% in 2024; ≥94% in 2023).
- Director compensation structure balanced between cash and equity with clear vesting and a 3x ownership guideline; no hedging/pledging allowed — alignment-positive.
Watch items / potential risks
- Not designated as an “audit committee financial expert” (committee has two others so designated); continued reliance on other members for deep accounting expertise.
- Multiple external directorships (IDCC, CMLS) increase workload; however, no related-party transactions or interlocks with Airgain customers/suppliers are disclosed in the proxy.
Red flags
- None evident in proxy: no Section 16 filing delinquencies noted, no related-party transactions disclosed involving Ms. Gillman, and no hedging/pledging permitted under policy.