Gail Sharps Myers
AQUABOUNTY TECHNOLOGIESAbout Gail Sharps Myers
Independent director of AquaBounty Technologies since May 2021; age 55; Executive Vice President, Chief Legal & Administrative Officer and Corporate Secretary at Denny’s Corporation since February 2024. Education: JD (American University – Washington College of Law), MBA (Arizona State University – W. P. Carey), BA in Political Science (Howard University). Board independence confirmed by AQB in March 2025; she serves on the Audit Committee and chairs the Compensation and Human Capital Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Tire Distributors, Inc. | EVP, General Counsel, Chief Compliance Officer & Secretary | May 2018–May 2020 | Senior legal and compliance leadership |
| Snyder’s-Lance, Inc. (NASDAQ:LNCE) | SVP, General Counsel & Secretary | Jan 2015–Mar 2018 | Corporate governance and legal oversight |
| US Foods, Inc. (NYSE:USFD) | SVP, Deputy General Counsel, Chief Compliance Counsel & Assistant Secretary | 2014–2015 | Compliance and legal leadership |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Denny’s Corporation (NASDAQ:DENN) | EVP, Chief Legal & Administrative Officer & Corporate Secretary | Feb 2024 | Senior executive role; no public board directorships disclosed |
Board Governance
- Committee assignments: Audit Committee member; Compensation and Human Capital Committee chair .
- Independence: Board determined in March 2025 that Gail Sharps Myers is independent under Nasdaq Listing Rule 5605(a)(2) .
- Attendance and engagement: In 2024, the Board met 19 times and each director attended ≥75% of aggregate Board and committee meetings; non-management directors held executive sessions periodically .
- Board changes: In 2025 AQB reduced Board size from seven to four to preserve cash; some directors were not renominated (Alvarez, Sharp, Stern). NCGC membership to be reconstituted subsequently .
- Risk oversight: AC reviews financial reporting, internal controls and related-party transactions; CHCC reviews compensation risk .
Fixed Compensation
| Year | Component | Amount ($) | Notes |
|---|---|---|---|
| 2024 | Fees earned in cash | 20,000 | RSU and option grants waived for all non-exec directors; cash for Q2–Q4 delayed into 2025 |
| 2023 | Fees earned in cash | 60,000 | Standard annual retainer + committee fees |
| 2023 | Stock awards (grant-date fair value) | 20,000 | RSUs granted; vest at next annual meeting |
| 2023 | Option awards (grant-date fair value) | 900 | 125 options; vest daily to next annual meeting |
| 2023 | Total | 80,900 | Sum of cash, RSU and option grant values |
- 2024 director fee schedule: Q1 cash retainer $10,000; AC chair +$6,250; CHCC chair +$3,750; NCGC chair +$3,750; committee membership +$1,250 each; strategic alternatives committee member $5,000; chair $10,000; equity grants waived in 2024 .
Performance Compensation
| Item | Detail | Vesting/Terms | Status/Quantities |
|---|---|---|---|
| RSUs (Directors) | Annual RSU grants (e.g., $20,000 in 2023) | Vest at next annual meeting | Unvested RSUs 2,778 as of 12/31/2023; 1,389 as of 12/31/2024 |
| Stock Options (Directors) | 125 options granted in 2023 | Vest daily through March 9, 2026; options generally vest daily over three years for other grants | Unexercised options 325 as of 12/31/2023 and 12/31/2024 |
| Performance metrics | None disclosed for director compensation | N/A | AQB states director equity is time-based; no director performance metrics |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company board directorships disclosed for Gail; current external role is as a senior executive at Denny’s . |
Expertise & Qualifications
- Legal and compliance leadership across consumer and food sectors (US Foods, Snyder’s-Lance, American Tire Distributors; current Denny’s role) .
- Advanced legal and business education (JD, MBA) and corporate governance experience; skills aligned with CHCC chair responsibilities .
Equity Ownership
| As-of Date | Beneficial Shares | % of Class | Components Included | Pledged Shares |
|---|---|---|---|---|
| Mar 31, 2025 | 3,625 | <1% | Includes 1,389 shares issuable within 60 days from stock awards; options not included unless exercisable within 60 days | None pledged |
| Mar 31, 2024 | 2,236 | <1% | Includes 1,389 shares issuable within 60 days from stock awards and 20 options where applicable | None pledged |
- AQB policy prohibits hedging and derivative transactions; discusses risks of margin/pledging; directors complied with policy in 2024 and 2023 .
- Equity plan context: weighted-average option exercise price $38.57 (as of 12/31/2024) across plans; 81,287 shares remaining for future issuance under 2016 Plan .
Governance Assessment
- Strengths: Independent director; chairs CHCC; AC membership; ≥75% meeting attendance in 2024; no shares pledged; director equity grants waived in 2024 to preserve cash; robust insider trading policy; no related-party transactions involving Gail disclosed .
- Watchpoints: Active senior executive role at Denny’s may constrain time; AQB’s reduced Board size (from 7 to 4) could limit committee bench strength and oversight bandwidth; NCGC reconstitution pending due to departing members, creating near-term governance transition risk .
- Shareholder feedback: AQB conducts annual say-on-pay; next advisory vote expected in 2026 per 2025 proxy (annual cadence reaffirmed) .
RED FLAGS: None identified specific to Gail Sharps Myers—no related-party transactions, no pledging/hedging, independence affirmed, and attendance thresholds met .