Holly Hess Groos
Digital TurbineAbout Holly Hess Groos
Independent director since May 2021; age 62. Former Verizon finance leader (Treasurer; CFO of Verizon Media and Verizon Wireless; Head of Internal Audit), CPA (Ohio), and Lean Six Sigma blackbelt. Currently Audit Committee Chair at APPS and designated audit committee financial expert; senior advisor to AlixPartners; prior external advisor at Bain & Company; B.S. in Business Administration (Accounting), Miami University (OH).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verizon (incl. Verizon Media, Verizon Wireless) | Treasurer; CFO of Verizon Media; CFO of Verizon Wireless; Head of Internal Audit; led $10B Business Excellence cost reduction | 1990–Mar 2020 | Built operational excellence; enterprise cost transformation; deep financial controls experience |
| Bain & Company | External Advisor, Performance Improvement & Telecommunications | Apr 2020–Dec 2023 | Advised on performance improvement in TMT sectors |
| Verizon | Created and ran Operational Excellence (Lean Six Sigma) | Various years | Process improvement, cost structure transformation, operational standards |
External Roles
| Organization | Role | Status/Start | Notes |
|---|---|---|---|
| DIRTT Environmental Solutions (OTCMKTS: DIRTTF) | Audit Committee Chair | Current | Public company board; audit leadership |
| AlixPartners | Senior Advisor (Performance Improvement; Telecom & Media) | Since Dec 2023 | Advisory (non-executive) role |
| Guiding Eyes for the Blind | Board Member; Vice Chair | Current | Non-profit governance |
| Shy Wolf Sanctuary | Board Member | Current | Non-profit governance |
| Council for Economic Education | Board Member; Treasurer | Prior | Non-profit finance oversight |
Board Governance
- Independence: Board determined Groos is independent under NASDAQ/SEC rules; 88% of Board independent; independent Board Chair separate from CEO. Executive sessions of independent directors occur after each Board and Committee meeting.
- Committee leadership: Audit Committee Chair; Audit met 9 times in FY2025; Groos designated “audit committee financial expert” and “financially sophisticated.” Audit scope includes oversight of financial reporting, internal controls, legal/regulatory compliance, enterprise risk, AI governance, data privacy, and cybersecurity.
- Board activity/attendance: Board held 11 meetings in FY2025; each director attended ≥75% of aggregate Board and committee meetings.
- Nominating/Governance and Compensation: Separate committees; Groos is not listed as a member of Compensation or Nominating; cross-committee independence maintained.
Fixed Compensation (Director)
| Component (FY ended Mar 31, 2025) | Amount |
|---|---|
| Cash fees earned | $60,000 |
| Equity (restricted stock grant-date fair value) | $194,999 |
| Total | $254,999 |
| Program structure (board member) | Annual cash retainer $50,000; annual equity retainer $185,000 (restricted stock vesting quarterly) |
| Audit Chair incremental retainer | $10,000 cash + $10,000 equity (restricted stock, vesting quarterly) |
Restricted stock grants and vesting detail:
- 24,000 shares granted July 31, 2024 (6,000 unvested as of Mar 31, 2025)
- 45,355 shares granted Sept 9, 2024 (11,339 unvested as of Mar 31, 2025)
Performance Compensation
| Performance-linked elements for non-employee directors | Metrics/Terms |
|---|---|
| None disclosed | Director equity is time-based restricted stock (quarterly vesting); no options/PSUs or performance metrics for directors |
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Potential Interlock/Exposure |
|---|---|---|---|
| DIRTT Environmental Solutions | OTCMKTS: DIRTTF | Audit Committee Chair | No APPS transaction disclosures; normal multi-board service |
| AlixPartners | Private | Senior Advisor | Advisory role; no APPS related-party transactions disclosed |
Expertise & Qualifications
- Financial expertise: Audit committee financial expert; CPA; prior CFO roles; Treasurer; Internal Audit head.
- Operations/process: Lean Six Sigma blackbelt; led $10B efficiency program; built Operational Excellence function.
- Industry: Decades in telecom/media; strategic and performance improvement advisory work.
- Governance: Chairs audit at APPS and DIRTT; non-profit board leadership.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 107,958 shares; <1% of class |
| Unvested restricted stock (as of Mar 31, 2025) | 17,339 shares (6,000 from 7/31/24 grant; 11,339 from 9/9/24 grant) |
| Shares outstanding reference | 107,957,043 common; 100,000 Preferred (convertible into 20,000 common) |
| Director stock ownership guideline | 3x annual cash retainer; 5-year compliance window; all Board members have met or shown sustained progress |
| Hedging/pledging policy | Hedging prohibited; pledging/margin generally prohibited except limited cases with demonstrated repayment capacity (no pledging disclosures for Groos) |
Insider Trades and Compliance
| Topic | Status |
|---|---|
| Section 16(a) reporting (FY2025) | Company reports timely filings, except noted lapses for CFO (Lasher) and CAO (Kinsell); no lapses disclosed for Groos |
| Trading policy | Quarterly and event-specific blackouts; prohibits short sales, options/derivatives, and pledging/margin (with narrow exception as above) |
Governance Assessment
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Strengths
- Seasoned finance operator with audit chair experience and formal audit committee financial expert designation; enhances reliability of financial reporting oversight.
- Clear independence, robust executive session practices, and independent Board chair; positive for investor confidence.
- High engagement: Audit met 9 times; Board met 11 times; minimum 75% attendance achieved across directors.
- Director pay structure tilts to equity (time-based restricted stock) aligning interests; ownership guidelines in place with progress reported.
-
Potential Risks/Conflicts
- Multi-seat and advisory roles (DIRTT; AlixPartners) require continued monitoring; however, proxy discloses no related-party transactions with APPS since April 1, 2024.
-
Red Flags
- None disclosed regarding attendance shortfalls, related-party transactions, pledging/hedging, or delinquent filings for Groos.
Overall: Governance signals are positive—independence, audit leadership with explicit cybersecurity/AI/data oversight, and equity-aligned director compensation—support board effectiveness and investor confidence.