Julieta Ross
About Julieta Ross
Age 55; Independent Director since November 2023. Co‑Founder and CEO of Okee Labs (AI startup, since 2019); prior Global CTO roles at Banco Santander (2017–2019) and M&T Bank (2014–2017); various international technology roles at Citi culminating as CTO for Latin America (2000–2014). Certifications: NACD Certified Director (NACD.DC, 2024); NACD Adaptive Governance, Long‑Term Value Creation, and Financial Oversight; Cyber Risk and Strategy Oversight (Diligent Institute, 2023). Committee service: Audit Committee member; Enterprise Risk Oversight Committee member; expected to continue post‑annual meeting and to serve on the Technology Advisory Council created January 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Okee Labs | Co‑Founder & CEO | 2019–present | Leads AI startup; product, research, customer acquisition |
| Banco Santander | Global Chief Technology Officer | 2017–2019 | Led global banking tech; digital platforms |
| M&T Bank | Global Chief Technology Officer | 2014–2017 | Technology leadership; productivity and customer experience |
| Citi (Citigroup pre‑2007) | International technology roles; CTO Latin America | 2000–2014 | Built/scaled digital capabilities; regional CTO |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Santander Consumer Finance | Board service | — | Public/private board; financial services |
| Mastercard Advisory Board | Advisory Board member | — | Advisory capacity (not corporate board) |
| AAA Western & Central New York | Board service | — | Non‑profit/association |
| Sheltered Harbor | Founding Board member | — | Financial sector resilience |
| Roswell Park Comprehensive Cancer Center | Technology Committee member | — | Technology governance |
| Row New York | Board service | — | Non‑profit |
| UC Berkeley Big Ideas Program | Advisor/Judge/Mentor | Since 2017 | Innovation program engagement |
Board Governance
- Independence: Board determined Dr. Ross is independent under Nasdaq rules; independence assessment included review of director/family banking relationships, loan terms, and Code of Business Conduct compliance.
- Committee assignments (current): Audit Committee member; Enterprise Risk Oversight Committee member.
- Anticipated post‑annual meeting: Audit Committee member; Enterprise Risk Oversight Committee member; Technology Advisory Council member (Council created January 2025; Chair: Lynne P. Fox).
- Attendance: Board met 7 times in 2024; each Director attended at least 75% of Board and applicable committee meetings; all Directors attended the 2024 annual meeting (virtual).
- Audit Committee activity: Audit Committee (including Ross) reviewed 2024 audited financials, auditor independence, and recommended inclusion in Form 10‑K; Chair: JoAnn Lilek.
- Enterprise Risk Oversight Committee: Met 4 times in 2024; oversees ERM framework, compliance/legal risks, and regulatory findings; membership includes Ross and independent Directors.
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Director Retainer | $50,000 | Non‑employee director base retainer |
| Audit Committee Member Retainer | $10,000 | Chair +$15,000 (Ross is member) |
| Enterprise Risk Oversight Committee Member Retainer | $5,000 | Chair +$10,000 (Ross is member) |
| Total Cash Fees Earned (2024) | $65,000 | As reported in Director Compensation table |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant Date FV (USD) | Vesting | Other Terms |
|---|---|---|---|---|---|
| RSU (time‑based) | May 22, 2024 | 1,954 | $50,003 | Full vest May 22, 2025 | Dividend equivalents accrue and are paid in cash upon vesting; forfeiture if resignation pre‑vest |
| Options | — | 0 | — | — | No option awards to Ross; options outstanding disclosed only for Fox (18,400), Kelly (13,000), Romney Sr. (13,000) |
| Performance metrics (director equity) | — | — | — | — | None disclosed; director RSUs are time‑based, not performance‑based |
Other Directorships & Interlocks
- External board/advisory roles include Santander Consumer Finance, Mastercard Advisory Board, AAA Western & Central NY, Sheltered Harbor, Roswell Park Tech Committee, Row New York, and UC Berkeley Big Ideas Program.
- Potential conflicts: At appointment, Company disclosed no transactions requiring Item 404(a) related‑party disclosure for Ross; Board affirmed independence.
- Related‑party transaction controls: Company policy and Audit Committee oversight require approval/review of transactions >$120k involving directors/officers and ensure banking relationships are on market terms; hedging/pledging prohibited.
Expertise & Qualifications
- Global banking technology leadership (Banco Santander and M&T Bank CTO roles); fintech/AI operator (Okee Labs).
- Governance credentials: NACD.DC (2024); NACD certifications in Adaptive Governance, Long‑Term Value Creation, Financial Oversight; Diligent Cyber Risk & Strategy Oversight (2023).
- Risk oversight: ERM committee member; audit committee experience.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Shares Outstanding Reference |
|---|---|---|---|
| Julieta Ross | 1,954 | <1%* | 30,687,354 shares outstanding as of Mar 26, 2025 |
- Footnotes: Directors deemed to beneficially own RSUs vesting within 60 days; Ross’s figure includes 1,954 RSUs expected to vest May 22, 2025.
- Hedging/pledging: Prohibited by Company Insider Trading Policy (options, short sales, collars; no margin or pledging).
- Director stock ownership guidelines: 3× annual cash retainer (includes committee and chair retainers); until compliant, must retain 50% of net shares from equity grants; compliance measured annually.
Governance Assessment
- Strengths: Independent director with deep technology and cyber oversight credentials; active service on Audit and Enterprise Risk committees; attendance threshold met; director equity and ownership guidelines align incentives; hedging/pledging banned.
- Compensation alignment: Cash components tied to committee service; equity in time‑based RSUs aligns with sustained tenure; no performance‑linked equity for directors (consistent with standard board pay).
- Conflicts/related‑party risk: No Item 404 related‑party transactions disclosed for Ross; Company’s policy requires Audit Committee review and market‑term banking relationships; independence reaffirmed.
- Engagement: Audit Committee report includes Ross; Enterprise Risk Oversight met four times in 2024; Technology Advisory Council adds domain‑specific oversight.
- Red flags: None observed in filings for Ross (no pledging, no related‑party transactions, independence confirmed). Note: Equity ownership currently reflects initial RSU grant; policy mandates accumulation to 3× retainer over time.