Denise Sterling
About Denise Sterling
Denise Sterling is an independent director of AirJoule Technologies Corporation, appointed on June 25, 2025, and currently serves on the Audit Committee and the Compensation Committee. She previously served as CFO of Core Scientific (2022–2025), SVP of FP&A and Finance at Oportun (2018–2021), and held various finance and risk leadership roles at Visa (1995–2018), including SVP, Global Risk Management (2016–2018). She holds a B.S. in Accounting (San Francisco State University), an M.S. in Taxation (Golden Gate University), and is a CPA. The Board determined she meets NASDAQ’s independence standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Core Scientific, Inc. | Chief Financial Officer | 2022–2025 | Senior finance leadership; data center finance and operations exposure |
| Oportun | SVP, FP&A and Finance | 2018–2021 | Led planning and finance at consumer credit firm |
| Visa | Various finance/risk roles; SVP, Global Risk Management | 1995–2018; SVP 2016–2018 | Led global risk management; extensive finance and risk oversight |
External Roles
- No other public company directorships were disclosed in appointment materials or the Company’s press release.
Board Governance
| Governance Aspect | Details |
|---|---|
| Board independence determination | Board determined Ms. Sterling is an “independent director” under NASDAQ standards. |
| Committee memberships | Audit Committee (member); Compensation Committee (member). |
| Committee chair roles | None; Thomas Murphy appointed Audit Committee Chair on the same date. |
| Lead Independent Director context | J. Kyle Derham had been Lead Independent Director since March 2025, but resigned on June 25, 2025; no successor disclosed in reviewed filings. |
| 2024 attendance benchmark | In 2024, the Board held 7 meetings; each then‑director attended ≥75% of the Board and relevant committee meetings (Ms. Sterling was not on the Board in 2024). |
| Board changes on 6/25/2025 | Appointments: Denise Sterling and Thomas Murphy; Resignations: Paul Dabbar and J. Kyle Derham (no disagreements reported). |
Fixed Compensation
Director cash compensation policy (Non‑Employee Director Compensation Program; applies to Ms. Sterling per 8‑K):
| Cash Element | Amount/Terms |
|---|---|
| Annual cash retainer | $50,000 per non‑employee director. |
| Committee chair retainers | Audit Chair: $15,000; Compensation Chair: $10,000; Nominating & Governance Chair: $10,000. |
| Committee member fees | None disclosed (no separate member fees beyond base retainer). |
| Meeting fees | None disclosed. |
| Applicability to Sterling | “Paid compensation in the same manner as the Company’s other non‑employee directors.” |
Performance Compensation
Director equity compensation policy (Non‑Employee Director Compensation Program; applies to Ms. Sterling per 8‑K):
| Equity Component | Policy Details |
|---|---|
| Annual equity award target | $108,000 total value, granted 50% RSUs and 50% stock options. |
| Grant timing | Granted on the date of each annual or special meeting; if appointed off‑cycle, a pro‑rated award is granted. |
| Vesting | Vests in full on the earlier of (i) one‑year anniversary of grant, or (ii) the date preceding the next annual meeting, subject to continued service. |
| Change‑in‑control (CIC) | Annual equity awards vest in full immediately prior to a CIC if the director will not serve on the successor board; also vest upon death or disability. |
| Program applicability to Sterling | 8‑K states new directors receive compensation “in the same manner” as other non‑employee directors. |
Other Directorships & Interlocks
| Type | Disclosure |
|---|---|
| Current public company boards | None disclosed in appointment materials/press release. |
| Committee roles at other issuers | None disclosed. |
| Interlocks/conflicts | Company reported no related‑party transactions requiring disclosure for Ms. Sterling. |
Expertise & Qualifications
- CPA with deep finance, accounting, FP&A, and risk management experience (Visa SVP Global Risk; Oportun SVP FP&A; Core Scientific CFO).
- Sector exposure to data center finance/operations (relevant to AirJoule’s commercialization focus).
- Appointed to Audit and Compensation Committees at AIRJ; not designated as the audit committee financial expert in reviewed filings.
Equity Ownership
| Filing | Date | Content |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) + Power of Attorney | July 8, 2025 | Form 3 filed for Denise Sterling; POA on file. Specific share/derivative amounts not available in the document excerpt reviewed. |
Note: The Company’s 2025 proxy ownership table predates Ms. Sterling’s appointment and does not list her; no additional ownership details for Ms. Sterling were disclosed in the reviewed documents.
Related-Party Transactions and Policies
- Company disclosed no related‑party transactions involving Ms. Sterling upon appointment.
- Insider Trading Policy covers Company securities and related derivatives; establishes blackout windows and pre‑clearance for directors.
- Company maintains a Dodd‑Frank compliant clawback policy for erroneously awarded incentive‑based compensation following restatements.
Governance Assessment
-
Positives:
- Independent director with CFO and risk oversight credentials; appointed to Audit and Compensation Committees—strengthening board oversight in financial reporting and pay.
- Director compensation policy emphasizes equity (RSUs/options) and predictable vesting, aligning director incentives with shareholder outcomes.
- Robust governance controls disclosed (insider trading policy with blackout/pre‑clearance; SEC‑compliant clawback).
-
Watch items:
- Board turnover: two resignations (including prior Audit Chair and Lead Independent Director) and two new appointments on June 25, 2025; transition execution and committee effectiveness warrant monitoring.
- Lead Independent Director position: held by J. Kyle Derham as of March 2025; he resigned on June 25, 2025; no successor disclosed in reviewed filings.
- Ownership concentration: Director Stuart D. Porter beneficially owns ~33.7% of Class A shares, which could influence governance dynamics; continued vigilance on independent oversight is warranted.
Summary of Key Data Points
| Topic | Detail |
|---|---|
| Appointment date | June 25, 2025 (independent director). |
| Committees | Audit (member); Compensation (member). |
| Independence | Determined independent under NASDAQ standards. |
| Background | CFO Core Scientific (2022–2025); SVP FP&A/Finance Oportun (2018–2021); Visa roles including SVP Global Risk (2016–2018). |
| Education/credentials | B.S. Accounting (SFSU); M.S. Taxation (Golden Gate University); CPA. |
| Director pay policy (cash) | $50,000 annual retainer; chair retainers only (Audit $15k; Comp $10k; N&G $10k). |
| Director pay policy (equity) | $108,000 annual target (50% RSUs/50% options); pro‑rated off‑cycle; time‑based vesting; CIC and death/disability acceleration. |
| Related‑party transactions | None for Ms. Sterling disclosed at appointment. |
| Initial ownership filing | Form 3 filed July 8, 2025 (POA included). |
No attendance record for Ms. Sterling has yet been disclosed; 2024 attendance benchmarks do not apply to her tenure.