Susan Harnett
Sphere 3DAbout Susan S. Harnett
Independent director of Sphere 3D Corp. (ANY), age 68, serving since November 11, 2022. She is a member of the Audit Committee and Nominating & Governance Committee and serves as Chair of the Compensation Committee. Harnett holds a Bachelor’s degree from Marquette University and an Executive MBA from Northwestern University’s Kellogg School, is a Certified Corporate Director (NACD) and a Qualified Risk Director (DCRO Institute). She is a senior advisor and mentor at New York’s FinTech Innovation Lab and a founding limited partner in How Women Invest/Executive Board member of How Women Lead.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| QBE Insurance Group | Chief Operating Officer, North America | 2012–2015 | Operational leadership at international insurer |
| Citigroup (Citi) | Multiple senior roles; CEO, Citibank Germany; Head of Global Business Performance; President of Local Consumer Lending | 2001–2012 | Led consumer lending; global performance; chaired Citi’s management board in Germany |
| Wellabe Inc. | Director; Audit Committee member | 2015 | Audit oversight at mutual insurer |
| First Niagara Financial Group | Director; Audit Committee member | 2015–2016 (until acquisition by KeyCorp) | Bank board service through M&A |
| CitiFinancial; Visa Canada; QBE Insurance | Director | Various | Board service across financial services |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| OFG Bancorp (NYSE: OFG) | Director | Since June 2019 | Business Risk & Compliance; Chair of Nomination & Governance; previously Audit |
| Life Storage (NYSE: LSI) | Director | Feb 2021–Jul 2023 (merger into EXR) | Audit & Risk Management; Compensation & Human Capital |
| Extra Space Storage (NYSE: EXR) | Director (post LSI merger) | Since Jul 2023 | Nomination & Governance; Compensation |
| GoalSetter | Board member (Astia VC Representative) | Since Apr 2021 | — |
Board Governance
- Independence: The Board determined Harnett is independent (NI 58-101/NI 52-110; Nasdaq Rule 5605).
- Committee assignments: Audit Committee member; Compensation Committee Chair; Nominating & Governance Committee member.
- Audit Committee meetings: 4 in FY2024; committee comprised solely of independent directors.
- Executive sessions: In FY2024, Board met 16 times with 1 session without management; Audit Committee had 4 meetings (1 without management); Compensation Committee had 2 meetings (both without management).
- Attendance: Each director attended at least 75% of Board/committee meetings in FY2024; Harnett attended all 16 Board meetings in FY2023.
| Metric | FY2023 | FY2024 |
|---|---|---|
| Board meetings held | 16 | 16 |
| Board meetings without management | 1 | 1 |
| Audit Committee meetings held | 4 | 4 |
| Compensation Committee meetings held | 4 | 2 |
Fixed Compensation
- Structure (pre-change): Annual cash retainer $75,000; Chair of Board $20,000; Committee Chairs $15,000; plus annual equity election (RSUs or options) valued at $100,000.
- Change effective April 1, 2024: Annual cash payment reduced to $60,000; Chairman fees eliminated; stock-based compensation unchanged.
| Component ($) | FY2023 | FY2024 |
|---|---|---|
| Fees Earned (Cash) | 90,000 | 67,500 |
| Committee/Chair fees | Included in above policy | Chairman fees eliminated effective 4/1/24 |
Performance Compensation
- Board Compensation Program: Annual equity award valued at $100,000 (RSUs or options), priced at the market close on the date of annual shareholders’ meeting; one-year vest (364 days).
- FY2024 Grants to Harnett:
- 57,471 RSUs on Jan 9, 2024; grant-date value $152,298; vest Dec 5, 2024.
- 96,154 RSUs on May 21, 2024; grant-date value $113,942; vest May 15, 2025.
- FY2023 Grant: 46,082 RSUs on Feb 28, 2023; grant-date value $133,481; vested Dec 19, 2023.
| Grant Date | Instrument | Shares | Grant-Date Fair Value ($) | Vest Date |
|---|---|---|---|---|
| Feb 28, 2023 | RSU | 46,082 | 133,481 | Dec 19, 2023 |
| Jan 9, 2024 | RSU | 57,471 | 152,298 | Dec 5, 2024 |
| May 21, 2024 | RSU | 96,154 | 113,942 | May 15, 2025 |
Director Compensation Totals (disclosed):
| Metric | FY2023 | FY2024 |
|---|---|---|
| Stock Awards ($) | 133,481 | 266,241 |
| Option Awards ($) | — | — |
| Total Director Compensation ($) | 223,481 | 333,741 |
Other Directorships & Interlocks
| Company | Industry Link to ANY | Potential Interlock/Conflict Commentary |
|---|---|---|
| OFG Bancorp | Banking (treasury, banking services provider) | No related-party transactions disclosed at ANY; Board reviews outside directorships to avoid conflicts. |
| Extra Space Storage | Self-storage / REIT | No related-party transactions disclosed at ANY. |
| GoalSetter | Fintech | No related-party transactions disclosed at ANY. |
Expertise & Qualifications
- Senior operating and risk leadership in global financial services (QBE Insurance; Citi); board-level audit and compensation oversight experience.
- NACD Certified Corporate Director and DCRO Qualified Risk Director; degrees from Marquette and Kellogg (Northwestern).
- Active governance roles at OFG (Chair Nom/Gov) and EXR (Nom/Gov; Compensation).
Equity Ownership
- Beneficial ownership at ANY:
- As of March 26, 2024: 46,082 shares; <1% of outstanding.
- As of April 7, 2025: 199,707 shares, including 103,553 common shares and 96,154 RSUs vesting May 15, 2025; <1% of outstanding.
| Date | Total Beneficial Shares | % Outstanding | Composition |
|---|---|---|---|
| Mar 26, 2024 | 46,082 | <1% | Not broken out in filing |
| Apr 7, 2025 | 199,707 | <1% | 103,553 common; 96,154 RSUs vest 5/15/2025 |
- Derivative/award holdings at FY2024 year-end: Harnett held RSUs for 96,154 common shares.
- Indebtedness and pledging: No indebtedness to the company; no related-party transactions disclosed.
Governance Assessment
- Board effectiveness and engagement: Harnett demonstrates strong engagement (perfect Board attendance in 2023; ≥75% in 2024 across Board/committees), with leadership as Compensation Committee Chair and membership on Audit and Nominating & Governance, reinforcing oversight breadth.
- Compensation and alignment: The Board shifted director pay toward equity (April 2024), increasing at-risk alignment; Harnett’s RSU grants with one-year vesting align incentives with shareholder value.
- Ownership: Beneficial holdings increased materially from 2024 to 2025, with unvested RSUs scheduled to vest May 2025; while ownership is <1%, the growing stake enhances alignment.
- Independence and conflicts: Harnett is independent per Canadian and Nasdaq standards; company discloses no indebtedness or related-party transactions; Board policy reviews outside directorships to manage conflicts.
- Say-on-Pay context: Historical say-on-pay (Feb 2021) received 96.25% approval, signaling shareholder support for compensation practices; more recent vote percentages not disclosed in 2024/2025 proxies.
- Risk indicators and policies: The company maintains an insider trading policy and an executive compensation clawback policy adhering to SEC/Nasdaq standards, supporting governance risk mitigation.
Signals for investors: Harnett’s multi-committee roles (including Compensation Chair) and external board governance experience in financial services and REITs are positives for oversight quality, while the company’s recent emphasis on equity-based director compensation increases alignment with shareholders. No material conflicts or related-party exposures are disclosed.