Christine St.Clare
AQUABOUNTY TECHNOLOGIESAbout Christine St.Clare
Independent director at AquaBounty since 2014; age 74 in 2025. Former KPMG audit partner and advisory leader, with a four‑year term on KPMG’s Board of Directors where she chaired the Audit & Finance Committee for three years. She is designated an “audit committee financial expert” by the SEC. Education: B.S. in Accounting from California State University, Long Beach; licensed CPA in CA, TX, and GA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Audit Partner serving public companies; later Advisory Practice (Internal Audit, Risk & Compliance) | Audit through 2005; Advisory until retirement in 2010 | Served 4‑year term on KPMG Board; chaired Audit & Finance Committee for three of the four years |
| KPMG Board of Directors | Director | 4 years | Chaired Audit & Finance Committee 3 years |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Tilray, Inc. (NASDAQ:TLRY) | Director | 2018 IPO – April 2021 | Audit Chair; member of Nominating & Governance and Compensation Committees |
| Fibrocell Science, Inc. (NASDAQ) | Director | Not specified | Audit Committee Chair until sale to strategic buyer |
| Polymer Group, Inc. (Blackstone portfolio co. with public debt) | Director | Not specified | Audit Committee Chair until sale to strategic buyer |
Board Governance
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee member; not a member of the Compensation & Human Capital Committee .
- Independence: Board determined she is independent under Nasdaq Listing Rule 5605(a)(2) in 2024 and 2025 reviews .
- Attendance: In 2024 the Board met 19 times; each director attended ≥75% of Board and committee meetings. In 2023, the Board met 11 times; each director attended ≥75% .
- Committee activity: Audit Committee met 4 times in 2024; CHCC met 5 times; NCGC met 3 times .
- Leadership structure: 2024 combined CEO/Chair with a Lead Independent Director (Ricardo Alvarez). 2025 separated CEO and Board Chair roles (Chair: Sylvia Wulf) .
- Board resizing: In 2025, Board reduced from seven to four; Alvarez, Sharp, and Stern not renominated; NCGC expected to add a member and select chair subsequently .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $70,000 | $22,500 |
| Director equity grant policy | RSU grant $20,000; options to purchase 125 shares; vesting as described below | All annual option and RSU grants waived for 2024 to preserve cash |
| Committee chair/member cash premia | AC Chair +$25,000; CHCC/NCGC Chair +$15,000; committee member +$5,000 per committee (paid quarterly) | Q1 only: AC Chair +$6,250; CHCC/NCGC Chair +$3,750; committee member +$1,250; strategic alternatives committee $5,000 member/$10,000 chair; Q2–Q4 director cash fees delayed into 2025 |
| Total director comp reported ($) | $90,900 | $22,500 |
Performance Compensation
| Equity element | FY 2023 | FY 2024 |
|---|---|---|
| RSUs (annual director grant) | $20,000 grant; vest at next annual meeting (time‑based) | Waived; no RSU grant to non‑employee directors in 2024 |
| Options (annual director grant) | 125 options; exercise price = fair market value on grant date; vest daily through next annual meeting | Waived; no option grant in 2024 |
| Unvested stock awards (as of year‑end) | 2,778 units | 1,389 units |
| Unexercised options (as of year‑end) | 1,165 options | 1,125 options |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Notes |
|---|---|---|
| Tilray, Inc. | Audit Chair; member of Nominating & Governance and Compensation | No AQB‑disclosed related party link; served through April 2021 |
| Fibrocell Science, Inc. | Audit Chair | No AQB‑disclosed related party link |
| Polymer Group, Inc. | Audit Chair | No AQB‑disclosed related party link |
Expertise & Qualifications
- Deep audit and internal control expertise; SEC‑designated “audit committee financial expert” .
- CPA with B.S. Accounting; extensive governance experience chairing audit committees and overseeing risk/compliance .
- Relevant sector exposure across biotechnology and engineered materials (Tilray, Fibrocell, Polymer), supportive of AQB’s biotech‑enabled aquaculture model .
Equity Ownership
| Metric | As of Mar 31, 2024 | As of Mar 31, 2025 |
|---|---|---|
| Beneficially owned shares | 3,054 | 4,278 |
| Ownership % of outstanding | <1% (asterisk designation) | <1% (asterisk designation) |
| RSUs included in beneficial ownership (within 60 days) | 1,389 | 1,389 |
| Options included in beneficial ownership (within 60 days) | 20 | Not specified for individual; directors/executives as group include options |
| Shares pledged as collateral | None (company states directors’/officers’ shares not pledged) | |
| Hedging/derivatives policy | Hedging, short sales, and derivative transactions prohibited; directors/officers complied in 2023–2024 |
Say‑on‑Pay & Shareholder Feedback
- 2024 annual meeting vote outcomes:
- Director election support for St.Clare: For 740,935; Withheld 189,923; Broker non‑votes 1,024,686 .
- Advisory say‑on‑pay (NEOs): For 650,159; Against 238,761; Abstain 41,938; Broker non‑votes 1,024,686 .
- Board policy indicates annual say‑on‑pay cadence supported by stockholders; next advisory vote expected in 2026 .
Governance Assessment
- Strengths:
- Long‑tenured independent director with audit chair experience, SEC “financial expert” designation; robust risk/controls oversight .
- High engagement: ≥75% attendance in 2023–2024; multiple committee roles (AC Chair; NCGC member) .
- Alignment: Modest personal shareholdings; RSUs/options vesting time‑based; prohibition on hedging/pledging; no pledged shares .
- Watch items / RED FLAGS:
- 2025 governance reconstitution via financing condition: St.Clare resigned from the Board on Oct 28, 2025 as part of senior note funding; investors gained ability to designate a Board majority—indicative of control and governance risk. Resignations were not due to disagreements, but signal investor‑imposed board turnover and potential change of control .
- Cash preservation actions in 2024: Board waived annual director equity grants and deferred Q2–Q4 cash fees to 2025, reflecting liquidity constraints; while prudent, prolonged constraints may impact director incentives and retention .
- Related‑party oversight: AQB maintains a formal related‑person transactions policy administered by the Audit Committee, requiring arm’s‑length terms, Board/committee approval, and disclosure; no St.Clare‑specific related party transactions disclosed in 2023–2025 proxies .
Overall: Governance credentials and independence are strong, with audit leadership and consistent attendance. However, the Oct 2025 investor‑conditioned board turnover materially affects board continuity and investor confidence; monitoring subsequent committee composition, controls oversight, and strategic decisions under the reconstituted Board is warranted .