Grace Lee
About Grace Lee
Grace Lee, age 57, has served as an independent director of Asure Software since 2020, and currently chairs the Nominating & Governance Committee. She is Chief People Officer at Coherent Corporation (NYSE:COHR) since November 2024, following senior HR leadership roles at Lumentum, Cubic, Charles River Laboratories, Beckman Coulter (Danaher), TTM Technologies, and IMI Critical Engineering. She holds a master’s in Human Resources from Cornell ILR, a master’s in Global Leadership from the University of San Diego, and a bachelor’s in Communications from the University of the Philippines, and has been recognized among the National Diversity Council’s top 50 chief diversity officers .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lumentum Holdings | EVP, Chief Human Resources & Diversity Officer | Aug 2021 – Nov 2024 | Led HR and DEI strategy |
| Cubic Corporation | SVP, Chief Human Resources & Diversity Officer | Oct 2018 – Aug 2021 | Senior HR leadership |
| Charles River Laboratories | HR leadership role | Jun 2016 – Oct 2018 | HR leadership at public biotech |
| Beckman Coulter (Danaher) | HR leadership role | Nov 2014 – Jun 2016 | HR leadership in diagnostics |
| TTM Technologies | HR leadership role | Nov 2010 – Nov 2014 | HR leadership in tech manufacturing |
| IMI Severe Service (IMI Critical Engineering) | HR leadership role | Jul 2007 – Nov 2010 | HR leadership in industrials |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Coherent Corporation (NYSE:COHR) | Chief People Officer | Nov 2024 – present | Oversees global HR and DEI |
| National Diversity Council | Top 50 Chief Diversity Officers | Recognition | Governance/DEI credential |
Board Governance
- Independence: The board determined Ms. Lee is independent under Nasdaq rules; all committee members are independent .
- Committee assignments: Compensation Committee member; Nominating & Governance Committee chair (appointed April 2021) .
- Board and committee activity: Board met seven times in 2024; no director attended fewer than 75% of aggregate meetings; last year, none of the directors attended the annual stockholder meeting .
- Committee operations: Compensation Committee met twice in 2024; Audit Committee met three times in 2024; Nominating & Governance Committee did not meet in 2024 (board handled its duties) .
- Lead Independent Director: Daniel Gill .
- Anti-hedging/pledging policy: Directors are prohibited from hedging, short sales, options trading, trading on margin or pledging company stock without advance approval; effectively prohibits pledging/hedging for directors .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $45,000 | Independent director retainer |
| Nominating & Governance Committee Chair fee | $2,500 per annum | Chair retainer |
| Total cash fees (2024) | $47,500 | Ms. Lee’s cash fees for 2024 |
| Meeting fees | $0 | No attendance fees paid |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Status/Notes |
|---|---|---|---|---|---|
| RSUs (annual director grant) | Jan 1, 2024 | 7,000 | $63,280 | Vested Jan 1, 2025 | Standard independent director equity grant |
| Stock options (outstanding) | Various (prior years) | 15,000 | — | All vested as of Dec 31, 2024 | Aggregate options outstanding per director table |
No director option awards were granted in 2024; equity for non-employee directors was delivered via RSUs .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Note |
|---|---|---|
| None disclosed | — | Proxy discloses executive roles but no other public company directorships for Ms. Lee . |
- Related-party transactions: The board reports no director/officer transactions exceeding $120,000; proposed related-party transactions require Audit Committee or special independent committee approval .
Expertise & Qualifications
- Human Capital Management depth: Senior HR/DEI leadership across technology, industrials, and life sciences; recognized DEI executive .
- Board qualification: HCM expertise explicitly cited by Asure as valuable to board .
- Education: Master’s in HR (Cornell ILR), Master’s in Global Leadership (University of San Diego), BA Communications (University of the Philippines) .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | Direct Shares | Options Exercisable ≤60 days | Ownership % of Outstanding | Notes |
|---|---|---|---|---|---|
| Grace Lee | 30,215 | 25,215 | 5,000 | ~0.11% (30,215 ÷ 27,153,341) | Outstanding shares 27,153,341 as of Apr 7, 2025 ; beneficial ownership under 1% |
- RSUs outstanding as of Dec 31, 2024: 7,000 unvested (vested Jan 1, 2025) .
- Hedging/pledging: Prohibited under Insider Trading Policy (alignment-positive) .
- Director ownership guidelines: Proxy discloses a CEO stock ownership expectation in bylaws; no explicit director ownership guideline disclosure .
Governance Assessment
- Committee leadership and engagement: Ms. Lee chairs Nominating & Governance; however, the committee did not meet in 2024, with the board handling its duties. This unusual inactivity at the committee level warrants monitoring of board processes around director succession, governance structure, and ESG oversight despite management noting board coverage .
- Independence and attendance: Independent status confirmed; board and committee attendance thresholds met; note that no directors attended the prior annual stockholder meeting, which may signal limited visible engagement with shareholders .
- Compensation alignment: Non-employee director pay uses a modest cash retainer plus annual RSU grants; no meeting fees; chair fee of $2,500 aligns pay with responsibilities. No option grants in 2024; outstanding options are fully vested, minimizing incentive-driven risk-taking .
- Ownership alignment: Beneficial ownership of ~0.11% supports alignment but is relatively small; anti-hedging/pledging policy strengthens alignment by prohibiting risk-mitigating strategies inconsistent with shareholder interests .
- Conflicts/related parties: No related-party transactions reported involving Ms. Lee; ASUR’s review and approval process for related-party transactions is governed by the Audit Committee or special independent committees (risk-mitigating) .
Red Flags to monitor
- Nominating & Governance Committee inactivity in 2024 (committee did not meet) despite Ms. Lee chairing it; ensure board-level execution of N&G duties remains robust and documented .
- Non-attendance by all directors at last year’s annual meeting; continued absence could be perceived negatively by investors focused on shareholder engagement .
Positive signals
- Clear independence determination and adherence to anti-hedging/pledging policies .
- Transparent director compensation structure with modest cash and standardized RSUs; no meeting fees or option grants in 2024, limiting pay complexity .
- HCM and DEI expertise aligned with Asure’s industry and stated ESG oversight remit of the N&G Committee .