Emmanuel L. de Boucaud
About Emmanuel L. de Boucaud
Emmanuel L. de Boucaud is an investment and technology executive appointed as an independent director of Auddia on July 9, 2025; he is age 59 as of July 31, 2025 and holds a B.A. in Economics from Occidental College . He is Managing Partner at Chisos Capital (since August 2019) and proprietor of IsleSail Partners (since 2017), with experience in technology ventures, capital financing, investment, and corporate development .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chisos Capital | Managing Partner | Aug 2019–present | Structured finance leadership; investment/corporate development |
| IsleSail Partners | Sole Proprietor | 2017–present | Boutique capital advisory; technology and financing expertise |
External Roles
- Serves on several boards of privately held companies; specific entities not disclosed .
Board Governance
| Committee | Role | Start Date | Independence | Notes |
|---|---|---|---|---|
| Nominating & Corporate Governance | Chair | Jul 9, 2025 | Independent under Nasdaq rules | Committee held 3 meetings in FY2024 (prior composition) |
| Audit | Member | Jul 9, 2025 | Independent; Audit chair is Joshua Sroge; Sroge designated audit committee financial expert | Audit committee met 5 times in FY2024 (prior composition) |
| Compensation | Member | Jul 9, 2025 | Independent; Compensation chair is Nick Balletta | Compensation committee met 5 times in FY2024 (prior composition) |
- Board composition change: On July 9, 2025, Auddia appointed de Boucaud and two other independent directors, replacing three prior independent directors .
- Attendance disclosure: The full board met five times in FY2024; each incumbent director (pre-2025) attended ≥75% of board and committee meetings (attendance for newly appointed 2025 directors not yet disclosed) .
- Special committee and related-party review: A special committee of independent directors was formed to evaluate a proposed related-party business combination involving Thramann Holdings, controlled by Auddia’s CEO/Executive Chairman .
Fixed Compensation
| Component | Amount (Annual) | Detail |
|---|---|---|
| Board cash retainer | $25,000 | Paid quarterly in arrears; pro-rated for partial quarters |
| Audit Committee Chair fee | $20,000 | Chair only (de Boucaud is a member, not chair) |
| Compensation Committee Chair fee | $10,000 | Chair only (de Boucaud is a member, not chair) |
| Nominating & Governance Chair fee | $10,000 | De Boucaud is chair; paid quarterly, pro-rated |
Note: The table reflects the non-employee director fee structure in effect for 2024–2025; individual amounts for de Boucaud will be pro-rated from his July 9, 2025 appointment date .
Performance Compensation
| Metric or Instrument | Disclosed? | Specifics |
|---|---|---|
| RSUs/Stock awards | Not granted as of July 31, 2025 | Footnote indicates no shares granted under 2020 plan to de Boucaud (new director) |
| Options | Not granted as of July 31, 2025 | Footnote indicates no option grants under 2020 plan to de Boucaud (new director) |
| Performance metrics tied to director pay (TSR, EBITDA, ESG) | Not disclosed | Director pay structured as fixed cash retainers/chair fees; no performance targets disclosed |
| Plan limits (context) | Amended | Non-employee director annual share grant limit increased from 29,412 to 40,000 shares; overall plan share reserve increased to 137,786 (signals potential equity use going forward) |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Relevance |
|---|---|---|---|
| Various private companies (undisclosed) | Director | Not disclosed | No related-party transactions disclosed with Auddia |
Expertise & Qualifications
- Background spanning technology ventures, capital financing, investment, and corporate development; Managing Partner at Chisos Capital and proprietor at IsleSail Partners .
- Academic credential: B.A. in Economics (Occidental College) .
- Governance expertise: Chairs Nominating & Governance; member of Audit and Compensation; board determined independent under Nasdaq/SEC rules .
Equity Ownership
| As-of Date | Shares Outstanding | Beneficial Ownership (Shares) | % of Class | Notes |
|---|---|---|---|---|
| Jul 31, 2025 | 664,959 | “*” (less than 1%) | “*” (less than 1%) | Footnote: No grants under 2020 plan to de Boucaud (new director) |
- Hedging/pledging/insider policy: Company maintains an Insider Trading Policy and a Clawback Policy (referenced in exhibits), which support governance and alignment; specific director hedging/pledging restrictions not detailed in proxy excerpts provided .
- Form 4 activity: No Form 4 transactions found for de Boucaud in available documents .
Shareholder Support (2025 Annual Meeting)
| Nominee | Votes For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Emmanuel L. de Boucaud | 21,617 | 11,287 | 288,372 |
Governance Assessment
- Strengths: Independent director with finance/technology background; chairs Nominating & Governance; sits on Audit and Compensation committees; board formally recognizes committee independence and designates an audit financial expert (Sroge), reinforcing oversight . Formation of a special committee of independent directors to evaluate a related-party transaction is a positive governance response to potential conflicts .
- Alignment: As of July 31, 2025, de Boucaud had no equity grants and beneficial ownership marked “*” (<1%), indicating currently low “skin-in-the-game;” recent plan amendments raise director equity grant limits, suggesting potential for improved alignment via future equity awards, but also potential dilution if used extensively .
- Risks/Red Flags:
- Related-party exposure: Proposed business combination with Thramann Holdings (controlled by Auddia’s CEO/Executive Chairman) presents conflict risk; mitigated by special committee engagement, but outcome and fairness terms remain uncertain .
- Ownership alignment: Minimal disclosed ownership for de Boucaud to date; absence of director-specific ownership guidelines or compliance disclosures limits visibility into long-term alignment .
- Attendance/Engagement: FY2024 board and committee meeting frequencies are disclosed and 75%+ attendance is noted for incumbents, but de Boucaud’s attendance will only be assessable after FY2025 reporting .
Overall: Board independence and committee structure are solid; the special committee action on a related-party LOI is appropriate. Key investor confidence signals to monitor include de Boucaud’s participation on the special committee, future equity grants under the amended plan (alignment vs dilution), and FY2025 attendance and engagement metrics once disclosed .