Ella Benson
About Ella Benson
Ella Benson is an independent director of Applied Digital (APLD), appointed effective May 6, 2024, and currently serves as Chairperson of the Nominating and Corporate Governance Committee. She is a Director at Oasis Management Co., Ltd., with prior roles as an analyst at GAM, and holds a BBA in Finance from UT Austin’s McCombs School. The Board has affirmatively determined she is independent under Nasdaq rules; her appointment was made pursuant to a Cooperation and Standstill Agreement with Oasis that includes customary standstill and confidentiality provisions and a commitment to nominate her in 2024 and 2025, with her term expiring at APLD’s 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stratus Properties (NASDAQ: STRS) | Director | 2017–2020 | Public board experience at a real estate company undergoing strategic transitions |
| GAM (asset management firm) | Analyst | 2009–2013 | Investment analysis role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oasis Management Co., Ltd. | Director | 2013–present | Investment firm; Benson brings experience with companies undergoing strategic transitions |
Board Governance
- Independence: The Board determined Ms. Benson is independent under Nasdaq Listing Rules and SEC standards .
- Appointment & Term: Appointed May 6, 2024; nominated for 2024 and 2025 elections; term expires at 2026 annual meeting .
- Board Structure: CEO Wes Cummins is Chair; Douglas Miller is Lead Independent Director .
- Board & Committee Activity: Board met 23 times in FY2025; each director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting .
| Committee | Benson’s Role | Committee Members | FY2025 Meetings |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | Benson, Lee, Nottenburg, Hastings | 1 |
| Audit | None | Miller (Chair), Hastings, Nottenburg | 17 |
| Compensation | None | Nottenburg (Chair), Lee, Miller | 13 |
Governance Guidelines highlight: majority independent board, committee independence, executive sessions at regular Board meetings, 75% attendance expectation, and limits of service to three other public company boards (four total) .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash base retainer | $40,000 | Non-employee director policy |
| Nominating & Corporate Governance Committee Chair fee | $12,000 | Incremental chair fee |
| Total cash fees (FY2025) | $52,000 | Actual FY2025 for Benson |
| Annual equity grant (restricted stock) | $240,000 | Granted at annual meeting; vests 1-year from grant |
| FY2025 stock awards (grant-date fair value) | $240,004 | ASC 718 fair value |
| FY2025 total compensation | $292,004 | Cash + equity |
Equity grant details:
- December 27, 2024 grant: 28,606 restricted shares; vesting on November 20, 2025 .
- As of May 31, 2025, Benson held unvested restricted stock awards: 40,650 shares; and unvested RSUs: 28,606 .
Director compensation policy (fees per role):
| Role | Annual Fee |
|---|---|
| Base retainer | $40,000 |
| Audit Committee Chair | $20,000 |
| Audit Committee Member | $10,000 |
| Compensation Committee Chair | $15,000 |
| Compensation Committee Member | $7,500 |
| Nominating & Corporate Governance Committee Chair | $12,000 |
| Nominating & Corporate Governance Committee Member | $6,000 |
| Lead Independent Director | $25,000 |
Performance Compensation
- No performance-based metrics (e.g., PSU targets) are disclosed for non-employee directors; annual equity is time-vested restricted stock .
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Interlock |
|---|---|---|---|
| Stratus Properties (NASDAQ: STRS) | Public | Former Director | Past public board experience |
| Oasis Management Co., Ltd. | Private investment firm | Director | Oasis beneficial ownership and TRS in APLD; seat via Cooperation Agreement |
- Oasis beneficially owned ~5,225,312 APLD shares and was party to cash-settled total return swaps referencing 3,000,000 APLD shares (Permitted Cash Swaps) as of April 30, 2024 .
- Cooperation & Standstill: Oasis agreed to a 9.9% cap on ownership, voting with Board recommendations, and non-disparagement; APLD appointed Benson and named her Nominating & Governance Chair during the Cooperation Period; confidentiality agreements govern information sharing .
Expertise & Qualifications
- Financial services and investment management expertise; experience with strategic transitions at public companies .
- Corporate governance leadership as Chairperson of Nominating & Corporate Governance Committee .
- Education: BBA in Finance, McCombs School of Business, UT Austin .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock | Basis/Date |
|---|---|---|---|
| Ella Benson | 111,825 | * | As of Sept 8, 2025; 269,315,269 shares outstanding on Sept 18, 2025 |
Unvested holdings as of May 31, 2025:
| Security Type | Shares | Vesting Notes |
|---|---|---|
| Restricted Stock (unvested) | 40,650 | Unvested count; schedule not disclosed |
| RSUs (unvested) | 28,606 | Granted Dec 27, 2024; vest Nov 20, 2025 |
Pledging/Hedging: The proxy includes an Anti-Hedging Policy section in the table of contents; specific director pledging disclosures were not provided in the cited sections .
Governance Assessment
-
Strengths:
- Independent status and governance leadership: Benson is independent and chairs the Nominating & Corporate Governance Committee, overseeing board composition, succession, and annual self-evaluations .
- High Board activity and committee engagement: FY2025 saw 23 Board meetings; Audit (17) and Compensation (13) met frequently; directors met the 75% attendance threshold .
- Alignment through equity: Director pay features a significant equity component (time-vested restricted stock) alongside modest cash retainers tied to roles .
- Shareholder support for pay: Say-on-Pay approval was 97% at the 2024 annual meeting; Compensation Committee engaged an independent consultant .
-
Risks and potential conflicts:
- RED FLAG – Activist settlement dynamics and information-sharing: Benson’s seat and committee chair role were secured via the Cooperation & Standstill Agreement with Oasis; confidentiality agreements permit sharing certain confidential Board information with Oasis subject to controls, which introduces information flow risk despite fiduciary duty safeguards .
- RED FLAG – Derivative exposure by Oasis: Oasis maintained cash-settled TRS referencing 3,000,000 APLD shares; while “Permitted Cash Swaps,” derivative exposure can amplify incentives and trading dynamics around corporate events .
- Mitigants: Standstill caps ownership at 9.9%; Oasis agreed to vote with Board recommendations during the Cooperation Period; Oasis stated it would not compensate Benson for her Board service nor have undisclosed agreements guiding her actions; Item 404(a) related-party transactions were expressly disclosed as none .
-
Board effectiveness signals:
- Clear governance guidelines (attendance expectations, independent majority, executive sessions) and active committee oversight of risk (cybersecurity oversight delegated to Audit) .
- Lead Independent Director structure to balance Chair/CEO combination .
-
Shareholder engagement:
- All directors attended 2024 annual meeting; stockholder communications and voting processes are highlighted in the proxy .
Overall: Benson adds investor-focused governance and strategic-transition expertise. The activist settlement structure warrants ongoing monitoring of independence and information-sharing practices, but formal standstill/NDAs, independence affirmations, and standard director compensation mitigate key conflict risks .