Susan Lattmann

About Susan Lattmann

Independent director at Aterian since February 2022; currently Audit Committee Chair and member of the Compensation Committee. CFO of The Row (luxury apparel) since July 2021; previously Bed Bath & Beyond (1996–2019) serving as CFO and Chief Administrative Officer; began career at Arthur Andersen in 1990. BS (Honors) from Bucknell University; certified public accountant; designated “audit committee financial expert” under SEC rules.

Past Roles

External Roles

Board Governance

• Independence: Board determined Lattmann is independent under Nasdaq and SEC rules; also financially literate; designated an “audit committee financial expert.”
• Committees (Aterian):
  • Audit Committee: Chair; members include Kurtz and Liebel.
  • Compensation Committee: Member; Chair is Bari Harlam (2025).
• Board and committee activity/attendance:
  • FY2024: Board met 6x (2 written consents); Audit 4x; Compensation 6x (2 consents); no director <75% attendance.
  • FY2023: Board 6x; Audit 4x; Compensation 5x (4 consents); no director <75% attendance.
  • FY2022: Board 5x (2 consents); Audit 4x; Compensation 6x (2 consents); Nominating & Governance 4x; no director <75% attendance.

Fixed Compensation

• Policy structure (non‑employee directors; payable one‑third cash, two‑thirds restricted common stock):
  • Pre‑amendment (start of 2024): Director retainer $150,000; Board Chair $25,000; Audit Chair $15,000; Comp Chair $10,000; Audit member $7,500; Comp member $5,000.
  • Amended Aug 16, 2024: Director retainer $150,000; Board Chair $55,000; Audit Chair $20,000; Comp Chair $15,000; Audit member $10,000; Comp member $7,500.

Performance Compensation

• Director equity is time‑based restricted stock; no performance share units (PSUs) or performance metrics disclosed for director compensation.
• As of Dec 31, 2023 directors held no stock options; Aterian typically grants restricted stock (and “does not grant stock options”) to executives, reinforcing time‑based equity approach broadly.

Other Directorships & Interlocks

• Compensation Committee interlocks: None disclosed (no Item 407(e)(4) interlocking relationships in 2023 and 2024).

Expertise & Qualifications

• CPA; “audit committee financial expert”; extensive public company CFO experience (Bed Bath & Beyond) and current CFO of The Row; broad governance roles on other boards (audit and compensation leadership).

Equity Ownership

• Beneficial ownership as of Jun 24, 2025: 58,876 shares; <1% of outstanding (9,931,860). Composition: 42,030 common + 16,846 restricted shares subject to vesting.
• Prior years:
  • As of Jun 21, 2024: 31,183 shares; <1% (8,578,831 outstanding; split‑adjusted 1‑for‑12).
  • As of Mar–May 2023 (table date May 17, 2023): 103,923 shares; <1%.

• Restricted stock holdings (non‑employee directors) at Dec 31, 2024: Lattmann 58,876 shares of restricted common stock.
• Hedging/Pledging: Hedging prohibited; pledging permitted with pre‑clearance by insider trading compliance officer.
• Section 16 compliance: No delinquent filings reported for 2023 or 2024.

Governance Assessment

• Strengths:
  • Independent director with deep finance/audit credentials; designated audit committee financial expert; chairs Audit Committee—supports robust financial oversight.
  • High engagement: no attendance shortfalls across 2022–2024; Audit Committee active with quarterly meetings and standard pre‑approval/independence oversight of auditors.
  • Pay mix emphasizes equity via restricted stock, aligning director interests with shareholders; no options usage.
  • No related‑party transactions; no compensation committee interlocks disclosed.
• Watch items / potential red flags:
  • Insider policy permits pledging (with pre‑clearance); monitor for any pledging activity given alignment concerns.
  • Multiple external commitments (CFO role + several boards); while independence and attendance are affirmed, sustained time demands warrant ongoing monitoring for effectiveness.
• Compensation structure changes: Aug 16, 2024 increased Board Chair and committee fees (Audit Chair to $20k; Comp Chair to $15k) and member fees, potentially improving committee leadership incentives; still predominantly fixed cash + time‑vested equity; no performance metrics tied to director pay.

Overall: Lattmann’s audit expertise, independence, and consistent attendance support board effectiveness. The equity‑heavy director pay mix aligns interests, and absence of related‑party transactions/interlocks is positive. Pledging allowance (policy) and multi‑role time commitments are monitoring points for investors.