Rachel Lee
About Rachel Lee
Rachel Lee (age 41) is an independent director of Applied Digital (APLD) with nearly two decades in finance/private equity and close to a decade of board experience; she joined the board in February 2024 and holds B.S. degrees in Corporate Finance and Accounting from the University of Southern California . The Board determined she is independent under Nasdaq Listing Rules; Board met 23 times in fiscal 2025 and each director, including Lee, attended at least 75% of combined Board and committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ares Management Corporation (NYSE: ARES) | Partner; Head of Consumer Private Equity | 2008–2022; “almost 15 years” at the firm | Led full investment lifecycle: origination, diligence, capital raises, acquisitions, legal negotiations, IPO exits |
| J.P. Morgan (Investment Banking Division) | Investment banking generalist | Pre-2008 | Executed LBOs, M&A, debt/equity financings across industries |
External Roles
| Organization | Ticker | Capacity | Status |
|---|---|---|---|
| Bank of Hope | HOPE | Director | Current |
| Xponential Fitness | XPOF | Director | Current |
| Legacy Franchise Concepts (Sweathouz) | Private | Director | Current |
| Cooper’s Hawk Winery & Restaurants | Private | Director | Prior (2019–2022) |
| Floor & Decor | FND | Director | Prior (2015–2021) |
| Insight Global | Private | Director | Prior (years not specified) |
Board Governance
- Committee assignments: Member, Compensation Committee; Member, Nominating & Corporate Governance Committee (the latter chaired by Ella Benson) .
- Independence: Board deemed Lee independent under Nasdaq and SEC rules .
- Attendance: Board met 23 times in fiscal 2025; each director attended at least 75% of combined Board and committee meetings .
- Committee activity levels: Audit Committee met 17 times (Chair: Douglas Miller); Compensation Committee met 13 times (Chair: Richard Nottenburg); Nominating & Corporate Governance met once (Chair: Ella Benson) .
- Board leadership and executive sessions: CEO is Chair; Lead Independent Director is Douglas Miller; each regular Board meeting includes an executive session without employee directors .
Fixed Compensation
| Component (FY2025) | Amount (USD) | Notes |
|---|---|---|
| Base annual board retainer | $40,000 | Non-employee director cash retainer |
| Compensation Committee member fee | $7,500 | Member, not chair |
| Nominating & Corporate Governance Committee member fee | $6,000 | Member, not chair |
| Fees Earned or Paid in Cash (reported) | $53,500 | Matches policy components above |
Performance Compensation
| Equity Award | Grant Date | Instrument | Shares/Units | Fair Value (USD) | Vesting/Notes |
|---|---|---|---|---|---|
| Annual director equity grant | Dec 27, 2024 | Restricted Stock | 28,606 | $240,004 | Vests Nov 20, 2025; policy targets ~$240k at annual meeting date |
| Unvested awards (as of May 31, 2025) | — | Restricted Stock | 30,794 | — | Unvested restricted stock held |
| Unvested awards (as of May 31, 2025) | — | RSUs | 28,606 | — | Unvested restricted stock units held |
- Director equity is time-based (restricted stock/RSUs); no performance metrics (e.g., revenue, EBITDA) apply to director grants; annual value targeted by policy at $240,000 .
- Clawback and anti-hedging: Company maintains a Dodd-Frank compliant clawback policy; prohibits hedging and pledging of Company securities .
Other Directorships & Interlocks
- Current public boards: Bank of Hope (HOPE) and Xponential Fitness (XPOF) .
- Related-party and interlocks: On appointment, Company disclosed Rachel Lee had no family relationships with directors/executives and no direct/indirect interests in transactions requiring disclosure under Item 404(a) . No related-party transactions involving Lee are disclosed in the Company’s related-party transactions sections .
Expertise & Qualifications
- Private equity leadership: Head of Consumer PE at Ares with end-to-end deal execution (origination through IPO exit) .
- Capital markets and M&A: Prior J.P. Morgan IB experience across LBOs, M&A, and financing .
- Governance experience: Nearly a decade of board work at growth-focused and publicly traded companies .
- Education: B.S. Corporate Finance and B.S. Accounting, University of Southern California .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock | As-of Date |
|---|---|---|---|
| Rachel Lee | 83,613 | <1% | Sept 8, 2025 |
| Rachel Lee | 79,219 | <1% | Oct 22, 2024 |
- Anti-hedging/pledging policy applies to directors; no pledging by Lee is disclosed .
- Unvested equity positions as of May 31, 2025: 30,794 restricted shares; 28,606 RSUs .
Say-on-Pay & Shareholder Feedback
| Measure | Result | Context/Year |
|---|---|---|
| Advisory vote on executive compensation | 97% approval | 2024 Annual Meeting; signal of broad shareholder support for compensation program |
Governance Assessment
- Alignment and independence: Lee is independent, with relevant capital allocation and board oversight expertise; her committee assignments (Compensation and Nominating & Governance) align with her PE background .
- Engagement: Board and committees were highly active in FY2025 (23 Board meetings; 17 Audit; 13 Compensation), with directors meeting minimum attendance expectations; this supports oversight intensity during APLD’s strategic pivot to AI infrastructure .
- Pay structure: Director cash fees are modest and fully role-based; equity grants are time-based and standardized by policy ($240k), supporting ownership alignment without performance gaming for directors .
- Conflicts and red flags: No Item 404(a) related-party transactions or family relationships disclosed for Lee; Company-wide prohibition on hedging/pledging mitigates alignment risks; no pledging by Lee disclosed .
- Shareholder signals: High say-on-pay support (97%) in 2024 indicates investor confidence in compensation governance, indirectly reinforcing Board credibility, including committees on which Lee serves .