Nick Balletta
About Nick Balletta
Independent director since July 2025; age 61 as of July 31, 2025. Technology operator and founder with roles spanning SaaS orchestration and cybersecurity; MBA and BS in Marketing from Rutgers University. Appointed alongside two other independent directors as part of a July 2025 board refresh; serves as Compensation Committee chair and member of Audit and Nominating & Governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sea Street Technologies | President | Since Sep 2023 | Leads automated cybersecurity combining firewall and AI threat intelligence |
| InnovoEdge | Co‑founder | Jun 2019–Aug 2021 | SaaS platform for multi‑cloud orchestration; company acquired by Megaport Ltd in Aug 2021 |
| Megaport Ltd | EVP, Global Corporate Development | Aug 2021–Sep 2023 | Corporate development leadership post-acquisition of InnovoEdge |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Megaport Ltd | EVP (former) | No | Employment role; no public company directorship disclosed |
| Sea Street Technologies | President | No | Private company; no public company directorship disclosed |
Board Governance
- Independence: Board determined Balletta and all committee members are independent under Nasdaq rules .
- Committee leadership and membership effective July 9, 2025: Compensation Committee chair; Audit and Nominating & Governance member .
- Board refresh: Three independent directors resigned July 7, 2025 (no disagreements); three new independent directors appointed July 9, 2025 .
| Committee | Members | Chair | Independence | FY2024 Meetings |
|---|---|---|---|---|
| Audit | Joshua Sroge; Nick Balletta; Emmanuel de Boucaud | Sroge | Independent for audit committee purposes (SEC/Nasdaq) | 5 |
| Compensation | Joshua Sroge; Nick Balletta; Emmanuel de Boucaud | Balletta | Independent under Nasdaq rules | 5 |
| Nominating & Governance | Joshua Sroge; Nick Balletta; Emmanuel de Boucaud | de Boucaud | Independent under Nasdaq rules | 3 |
Board and committee attendance (FY2024): Full board met 5 times; each incumbent director attended ≥75% of board and committee meetings (Balletta joined in 2025) .
Fixed Compensation
| Component | Amount (USD) | Terms |
|---|---|---|
| Board annual cash retainer | $25,000 | Paid quarterly in arrears; pro‑rated for partial quarters |
| Compensation Committee chair fee | $10,000 | Paid quarterly in arrears; pro‑rated |
| Audit Committee chair fee (not applicable to Balletta) | $20,000 | Paid quarterly in arrears; pro‑rated |
| Nominating & Governance chair fee (not applicable to Balletta) | $10,000 | Paid quarterly in arrears; pro‑rated |
Non‑employee director cash program in 2024 disclosed with no meeting fees specified .
Performance Compensation
| Equity Type | Grant Date | Shares/Units | Fair Value | Vesting |
|---|---|---|---|---|
| RSUs | — | — | — | No director RSU awards disclosed for 2024 |
| Stock Options | — | — | — | No director option awards disclosed for 2024 |
Clawback policy (effective Dec 1, 2023) exists; audit committee determined no recoveries were required based on prior three years’ performance-based compensation linkage to reported financial results .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Potential |
|---|---|---|
| None disclosed | — | No public company board interlocks disclosed for Balletta |
Expertise & Qualifications
- Technology founder/operator; public company exit experience via InnovoEdge→Megaport acquisition .
- Organizational and strategic experience across startup and public company environments .
- Formal education: MBA and BS Marketing, Rutgers University .
Equity Ownership
| Holder | Shares Owned | % of Outstanding | Options (Exercisable/Unexercisable) | Notes |
|---|---|---|---|---|
| Nick Balletta | * | * | None | As of July 31, 2025, beneficial ownership table lists Balletta with less than 1% and notes no shares granted under the 2020 equity plan for new directors . Outstanding shares: 664,959 . |
| Policy on hedging/derivatives | — | — | — | Insider trading policy prohibits derivative transactions by officers and directors (except publicly traded Series A warrants); pledging described as risk, not disclosed as prohibited . |
Insider Trades
| Date | Form | Security | Shares | Price | Notes |
|---|---|---|---|---|---|
| 2024–2025 | — | — | — | — | Proxy notes Section 16(a) filings were compliant for FY2024; no director‑specific Form 4 transactions disclosed in the proxy . |
Governance Assessment
- Committee strength: Balletta chairs Compensation, with independence affirmed; committee charters include oversight of CEO goals, executive pay, director pay, equity policies, and advisor independence—supportive of pay governance discipline .
- Engagement: Audit (5), Compensation (5), and Nominating & Governance (3) meetings in FY2024 indicate active committee cadence prior to Balletta’s appointment .
- Ownership alignment: Very low reported ownership for newly appointed independent directors; no equity grants at appointment under the 2020 plan as of July 31, 2025—weak “skin‑in‑the‑game” signal unless future director equity is adopted .
- Policies: Hedging/derivative transactions prohibited; clawback policy in place; related‑party transactions require audit committee approval—positive governance controls .
- Board refresh risk: Sudden July 2025 replacement of three independent directors with three new independents (no disagreements reported) creates near‑term continuity risk and places outsized influence on committee chairs to stabilize oversight; monitor effectiveness and any compensation policy changes under Balletta’s chairmanship .
RED FLAGS
- Minimal equity ownership for Balletta as of 7/31/2025 and absence of director equity awards—potential misalignment with long‑term shareholder interests .
- Significant mid‑year board turnover in July 2025—continuity and institutional knowledge risk (though resignations not due to disagreements) .
Positive Signals
- Clear independence determinations across all committees; Compensation Committee charter explicitly mandates advisor independence reviews and director pay oversight .
- Clawback and insider trading controls (derivative prohibition) reduce governance and reputational risk .
- Audit Committee charged with related‑party transaction review/approval; no related‑party transactions involving Balletta disclosed in proxy .