Michelle M. Sterling
Digital TurbineAbout Michelle M. Sterling
Michelle M. Sterling (age 57) is an independent director of Digital Turbine, Inc. (APPS), serving since June 2019. She is a former Executive Vice President and Chief Human Resources Officer at Qualcomm (2015–2020) and previously SVP, Human Resources (2007–2015) with a career at Qualcomm spanning 1994–2020. Sterling holds a B.S. in Business Management from the University of Redlands . The Board has determined she is independent under NASDAQ and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Qualcomm, Inc. | Executive Vice President & Chief Human Resources Officer | 2015–2020 | Led global HR for >33,000 employees; supported M&A (acquisitions, JV, divestitures), integration, organizational design |
| Qualcomm, Inc. | SVP, Human Resources | 2007–2015 | Executive HR leadership; strategy and operations |
| Qualcomm, Inc. | Various HR roles | 1994–2007 | Progressively senior HR responsibilities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coherent Corp. (NYSE: COHR) | Independent Director; Chair, Compensation & Human Capital Committee | Director since 2023; Class Two | Committee chair; compensation oversight |
| LeddarTech Holdings Inc. (OTC: LDTCF) | Former Director; Compensation Committee Chair | Prior years (ended by 2025) | Pay governance leadership |
| Corporate Directors Forum | Former Director | Prior years | Governance community leadership |
Board Governance
- Committee assignments: Member, Compensation and Human Capital Management Committee; Member, Nominating and Corporate Governance Committee .
- Board effectiveness: The Board held 11 meetings in FY2025; each director attended ≥75% of aggregate Board and committee meetings on which they served .
- Committee activity: Audit (9 meetings), Compensation (13), Nominating (1) in FY2025 .
- Independence and leadership: Sterling is independent; the Board has an independent Chair separate from the CEO; independent directors hold executive sessions after each Board and committee meeting .
- Governance practices: Annual director elections, stockholders’ rights to call special meetings and act by written consent; no poison pill .
Fixed Compensation
| Component | APPS FY2025 Policy | Notes |
|---|---|---|
| Board annual cash retainer (non-employee directors) | $50,000 | Paid quarterly |
| Committee chair/member cash retainers | Audit Chair $10,000; Audit Member $5,000; Comp Chair $7,000; Comp Member $3,000; Nominating Chair $4,500; Nominating Member $2,250 | Paid 50% in cash, 50% in restricted stock; equity vests over 4 quarters |
| Sterling – FY2025 Cash Fees | Amount ($) |
|---|---|
| Fees earned or paid in cash | $55,250 |
Performance Compensation
| Sterling – FY2025 Equity Grants | Shares Granted | Unvested at 3/31/2025 | Vesting |
|---|---|---|---|
| Restricted common stock (7/31/2024) | 24,000 | 6,000 | Quarterly over four quarters |
| Restricted common stock (9/9/2024) | 43,793 | 21,897 | Quarterly over four quarters |
| Sterling – FY2025 Stock Awards (Grant-Date Fair Value) | Amount ($) |
|---|---|
| Stock awards (restricted stock) | $190,251 |
- APPS uses restricted stock for directors (no performance metrics tied to director equity); committee retainers are paid 50% in cash and 50% in restricted stock with quarterly vesting .
Other Directorships & Interlocks
| Company | Sector Overlap with APPS | Notes |
|---|---|---|
| Coherent Corp. | Low (lasers/optoelectronics) | Independent director and CHC chair; beneficial ownership 8,373 shares; director RSUs outstanding 2,831; no pledging disclosed; voted in with strong support (Nov. 13, 2025) |
| LeddarTech | Low (ADAS/automotive sensing) | Former role; no current APPS-related transaction disclosed |
- Related-party transactions: APPS reports no related-party transactions requiring disclosure since April 1, 2024; Audit Committee oversees any such matters under a formal policy .
- Conflict assessment: No disclosed business dealings between Sterling-affiliated entities and APPS; sector overlap appears minimal, reducing interlock risk .
Expertise & Qualifications
- Global human capital leadership, organizational transformation, and M&A integration in high-tech and semiconductors; executive committee experience at Qualcomm .
- Current compensation committee chair experience at a large industrial/tech issuer (Coherent), enhancing pay governance and human capital oversight capabilities .
- Education: B.S. in Business Management, University of Redlands .
Equity Ownership
| Holder | APPS Common Shares Beneficially Owned | % of Outstanding | Basis |
|---|---|---|---|
| Michelle M. Sterling | 140,944 | 0.13% | 107,957,043 common shares outstanding at record date (7/2/2025) |
- Director stock ownership guidelines: Non-employee directors must hold stock ≥3x annual cash retainer; unvested RSUs/options excluded; vested but unexercised options counted as half-share equivalents. Directors have five years to comply; all Board members have met or are making sustained progress toward meeting guidelines .
Say-on-Pay & Shareholder Feedback
- APPS 2025 Annual Meeting (Aug. 26, 2025): Say-on-pay approved (For 46,457,840; Against 2,608,134; Abstain 131,691; Broker non-votes 25,623,810); all director nominees, including Sterling, were elected (Sterling For 47,416,813; Withheld 1,780,852) .
Governance Assessment
- Committee participation and independence: Sterling serves on Compensation and Nominating committees and is independent—consistent with best practices for oversight of pay and board refreshment .
- Engagement and attendance: Board met 11 times in FY2025; directors achieved ≥75% attendance across Board and committee meetings, supporting engagement quality .
- Compensation alignment: Director pay blends cash and time-based restricted stock with quarterly vesting. No meeting fees and modest committee retainers align with market norms; absence of performance metrics for director equity conforms to governance standards that avoid operational incentive conflicts for directors .
- Pay governance signals: APPS’s Compensation Committee engages an independent consultant (Pearl Meyer) and disclosed independence/no conflicts; Sterling sits on the Compensation Committee, contributing pay oversight rigor .
- Conflicts and related-party checks: No related-party transactions requiring disclosure; Audit Committee screens and approves any related-party dealings under policy—no exposure noted for Sterling .
- Shareholder support: Say-on-pay received approval; Sterling re-elected with solid support—positive investor confidence signals .
- Risk indicators and red flags:
- Hedging/pledging: APPS prohibits hedging/short sales; pledging generally prohibited except with demonstrable capacity to repay—reduces misalignment risk .
- No disclosed low attendance, related-party transactions, or option repricings for directors; no tax gross-ups for directors disclosed .
- Executive clawback policy (officer-focused) in place—indirect governance strength .
Overall, Sterling’s HR/M&A expertise, independent status, active committee service, and clean conflict profile support board effectiveness and investor confidence. Director compensation and ownership guidelines reinforce alignment, while shareholder voting outcomes indicate acceptable pay governance reception .