Mohan S. Gyani
Digital TurbineAbout Mohan S. Gyani
Independent director of Digital Turbine (APPS), age 74, serving since January 2016. Background includes President & CEO of AT&T Wireless Mobility Services (2000–2003) and Senior Advisor to the Chairman/CEO through 2004; EVP & CFO of AirTouch Communications (1995–1999), then Executive Director on the board of Vodafone AirTouch and Head of Strategy & M&A until July 1999; earlier 15 years at Pacific Telesis in finance and operations. Education: B.A. and MBA from San Francisco State University. The Board has determined he is independent under NASDAQ/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T Wireless Mobility Services | President & CEO; Senior Advisor to Chairman/CEO | 2000–2003; advisor through 2004 | Led operations; senior advisory capacity post-CEO tenure |
| AirTouch Communications | EVP & CFO | 1995–1999 | Finance leadership pre-acquisition |
| Vodafone AirTouch | Executive Director; Head of Strategy & M&A | Until July 1999 | Strategy and M&A leadership post AirTouch acquisition |
| Pacific Telesis Group | Various financial/operational roles | ~15 years (pre-1995) | Financial and operational management experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Synchronoss Technologies (NASDAQ: SNCR) | Director; Chair of Compensation Committee | Current | Cloud/digital/messaging/IoT; compensation committee leadership |
| Airling (private) | Director | Current | Enterprise-grade cloud/edge platform for AI & IoT |
| Blackhawk Network (NASDAQ: HAWK) | Director | Prior | Prepaid payments products |
| IDEA Cellular | Director | Prior | Wireless service provider |
| MUFG Union Bank & MUFG Americas Holdings | Director | Prior | Banking/financial holding company |
| Mobileum Inc. | Director | Prior | Roaming and telco analytics |
Board Governance
- Committee roles: Chair, Nominating & Corporate Governance; Member, Compensation and Human Capital Management Committee .
- Board/committee activity FY2025: Board met 11 times; Audit 9; Compensation 13; Nominating & Corporate Governance 1. Each then-director attended ≥75% of aggregate Board and committee meetings .
- Independence and leadership: Independent director; Board holds executive sessions of independent directors after each Board and committee meeting .
- Election results (2025 Annual Meeting): For 47,901,226; Withheld 1,296,439; Broker non-votes 25,623,810 .
Fixed Compensation (Director Pay – FY2025)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $57,500 |
| Stock Awards ($) | $192,500 |
| Total ($) | $250,000 |
Structure (policy): Annual cash retainer $50,000 for directors ($325,000 Chair); annual equity retainer $185,000 for directors ($275,000 Chair); committee retainers paid 50% cash/50% restricted stock: Nominating Chair $9,000, member $4,500; Compensation Chair $14,000, member $6,000; Audit Chair $20,000, member $10,000. Restricted stock vests quarterly; cash paid quarterly .
Performance Compensation
- No performance-based director compensation disclosed; equity is time-vested restricted stock (quarterly vesting). No PSUs/options for directors indicated in FY2025 compensation mix; stock ownership guidelines apply (3x annual cash retainer) .
Other Directorships & Interlocks
| Company | Role at Other Company | Interlock Considerations |
|---|---|---|
| Synchronoss Technologies (SNCR) | Chair, Compensation Committee | Cross-company comp oversight; APPS policy pre-approves transactions where related party’s only relationship is as director/beneficial owner <10% |
| Multiple prior public/private boards | Director | No related-party transactions requiring disclosure were noted outside policy procedures since Apr 1, 2024 |
Expertise & Qualifications
- Deep wireless industry expertise and strategic advising; extensive industry relationships; seasoned public/private board service .
- Senior operating and financial leadership (AT&T Wireless CEO; AirTouch CFO; Vodafone AirTouch strategy/M&A head) .
- Education credentials: B.A. and MBA, San Francisco State University .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Class | Components/Notes |
|---|---|---|---|
| Mohan S. Gyani | 567,429 | <1% | Includes 75,000 shares issuable upon exercise of stock options exercisable/presently exercisable within 60 days of July 2, 2025 |
| Shares Outstanding (Record Date) | 107,957,043 common; 100,000 preferred (convertible into 20,000 common) | — | Preferred votes with common on an as-converted basis |
| Director Ownership Guidelines | 3x annual cash retainer | Compliance | All Board members have met or shown sustained progress toward meeting guidelines |
Insider trading/hedging/pledging policy: Prohibits hedging and short sales; prohibits pledging except in limited cases with demonstrable capacity to repay without resort to pledged securities; blackout periods in place . No pledging by Gyani is disclosed in the proxy’s ownership footnotes .
Governance Assessment
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Strengths
- Independent director with substantial telecom operating and financial leadership; chairs Nominating & Corporate Governance, supporting board effectiveness and refreshment .
- Strong engagement: Board met 11 times; Compensation 13; Audit 9; each director attended ≥75% of Board+committee meetings; independent executive sessions after each meeting .
- Shareholder support: Gyani re-elected with 47.9M “For”; say-on-pay at prior annual meeting received 87% approval; 2025 say-on-pay approved (46.46M For, 2.61M Against, 0.13M Abstain) .
- Director pay mix tilted toward equity with quarterly vesting and ownership guidelines, aligning incentives with shareholder value .
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Potential watch items / RED FLAGS
- Nominating & Corporate Governance Committee held 1 meeting in FY2025, which may be a lower cadence relative to Audit/Compensation; monitor effectiveness and board refresh processes .
- Cross-company compensation committee chair role at SNCR introduces potential perception of interlocks; APPS related-party policy provides guardrails and pre-approvals for director-only relationships (<10% ownership), and no policy exceptions or noncompliance were noted since Apr 1, 2024 .
- No individual director annual meeting attendance disclosure (only aggregate note of two directors attending in 2024); continue tracking engagement signals in future proxies .
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Compensation committee integrity
- Compensation Committee comprises independent, non-employee directors; uses independent consultant (Pearl Meyer) for executive and board compensation benchmarking; committee disclosed no interlocks or insider participation concerns .
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Shareholder feedback
- Prior say-on-pay approval 87% indicates broad support; 2025 votes affirm continued support; continued monitoring of pay-versus-performance alignment and any changes in plan design .
References
- Board composition, age, committee roles, independence:
- Biography and qualifications:
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- Director compensation amounts and structure:
- Ownership and components:
- Insider trading/pledging policy:
- Related party transactions policy and compliance:
- Election and say-on-pay results (2025):
- Prior say-on-pay approval: