Janet Schijns
About Janet Schijns
Janet Schijns, age 62, has served as an independent director of AvePoint since 2022 and was re-elected as a Class I director at the May 6, 2025 annual meeting to a term expiring in 2028 . She is CEO and Co‑Founder of JS Group, a technology channel go‑to‑market consultancy; previously she held senior roles at Office Depot (EVP, Chief Merchant and Services Officer), Verizon Business (Chief Channel Executive, Chief Marketing Technologist, led business products), and led Motorola’s Enterprise & Government channel; she also serves on the board of Ninjio, a security culture enablement provider . AvePoint cites her extensive SaaS channel expertise as core credentials for board service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Office Depot | EVP, Chief Merchant and Services Officer | Not disclosed | Led transformation to services, recurring revenue from higher-margin solutions |
| Verizon Business | Chief Channel Executive; Chief Marketing Technologist; led business products | Not disclosed | Senior P&L and channel leadership in enterprise technology |
| Motorola Enterprise & Government | Led channel organization | Not disclosed | Channel leadership in enterprise/government segments |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JS Group | CEO & Co‑Founder | Current | Founder of #digitalnormal; industry channel expert |
| Ninjio (security culture enablement) | Director | Current | Board member, cybersecurity culture focus |
| Other public company boards | Count | — | 0 public boards listed for Schijns |
Board Governance
- Board independence: Schijns is “independent” under Nasdaq Rule 5605; majority-independent board; all audit, nominating, compensation committee members are independent .
- Committee memberships: Member of Audit (Chair: John Ho; Financial Expert), Compensation (Chair: Jeff Epstein), and Nominating & Corporate Governance (Chair: Jeff Teper) .
- Attendance: In 2024, each director attended at least 75% of board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Board activity: 2024 meetings—Board (7), Audit (5), Compensation (4), Nominating & Corporate Governance (4) .
- Risk oversight: Board oversees strategic, competitive, financial, brand/reputation, legal/regulatory, and operational risks; Audit Committee reviews internal controls, disclosure controls, information security and cybersecurity policies (quarterly reports to Audit Chair) .
- Lead Independent Director: Jeff Teper, with responsibilities for executive sessions, agendas, liaison roles .
Fixed Compensation
| Year | Cash Fees (US$) | Equity Awards (US$) | Total (US$) |
|---|---|---|---|
| 2024 | 56,000 | 175,000 | 231,000 |
| Component (effective May 22, 2024) | Amount (US$) |
|---|---|
| Annual cash retainer | 36,000 |
| Audit Committee member fee | 10,000 |
| Compensation Committee member fee | 6,000 |
| Nominating & Corporate Governance Committee member fee | 4,000 |
| Committee chair fees (if applicable) | Audit Chair: 20,000; Comp Chair: 14,000; NCGC Chair: 10,000 |
| Lead Independent Director fee (if applicable) | 15,000 |
- Payment/deferral: Fees paid quarterly; directors may elect RSUs in lieu of cash .
- Compensation mix: Targeted ~25% cash / ~75% equity for non‑employee directors .
- Benefits: No pensions, medical, or perquisites for directors .
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant Date Fair Value (US$) | Vesting | Notes |
|---|---|---|---|---|---|
| June 1, 2024 | RSUs | 19,189 | 175,000 | 100% vest one year post‑grant; immediate vest on death, disability, retirement, or termination in connection with change‑in‑control | Director equity under 2021 Plan; time‑based, no performance metrics |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | 0 for Schijns |
| Private/non‑profit boards | Ninjio (security culture enablement) – Director |
| Compensation committee interlocks | None; no AvePoint execs served on other companies’ compensation committees or boards with reciprocal relationships in last fiscal year |
Expertise & Qualifications
- SaaS channel expertise; CEO/Co‑Founder of JS Group; founder of #digitalnormal in partner ecosystems .
- Senior operating experience in enterprise tech and services (Office Depot transformation; Verizon Business channel/marketing; Motorola channel leadership) .
- Cybersecurity oversight exposure via Audit Committee remit (information security and cybersecurity policies, quarterly reporting) .
- Independence and multi‑committee engagement (Audit, Compensation, NCGC) underscores governance breadth .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Janet Schijns | 60,868 | 0.03% |
- Hedging/pledging: Directors prohibited from hedging and pledging AvePoint equity under the Insider Trading Policy; any waiver requires CLCO and Audit Committee review .
- Ownership guidelines: Not disclosed in proxy for directors .
Governance Assessment
- Independence and engagement: Schijns is independent and serves on all three key committees (Audit, Compensation, NCGC), supporting board effectiveness and oversight of financial reporting, pay, governance, and risk (including cybersecurity) .
- Director compensation alignment: Equity‑heavy mix (~75% RSUs) with one‑year vesting and change‑in‑control acceleration aligns director incentives to shareholder outcomes, albeit with standard immediate vesting on CoC .
- Shareholder support signals: 2025 re‑election received 127,271,199 votes FOR and 30,893,828 WITHHELD (broker non‑votes 14,081,159); say‑on‑pay passed with 154,070,585 FOR vs 4,046,965 AGAINST .
- Related‑party oversight: Audit Committee (which includes Schijns) maintains a formal Related Person Transaction Policy; approved an employment arrangement involving the CFO’s daughter, hired prior to CFO’s appointment and outside CFO’s reporting line .
- Risk controls: Anti‑hedging/anti‑pledging restrictions reduce alignment risks; Audit Committee pre‑approves auditor services and monitors independence .
RED FLAGS
- Related‑party employment (CFO’s daughter) requires continued monitoring for independence, though approved under policy and not in CFO’s reporting chain .
- Change‑in‑control immediate vesting for director RSUs is common but can be viewed as a potential misalignment in certain transaction scenarios .
Fixed Compensation (Detail)
| Item | Disclosed Terms |
|---|---|
| Compensation consultant | Compensia advises on director pay; program reviewed against a peer group in 2024 |
| Equity plan | 2021 Equity Incentive Plan governs director stock awards |
| Payment cadence | Quarterly in arrears; equity grants typically early June annually |
Other Signals
| Topic | Data |
|---|---|
| Board/class structure | Classified board: Class I (terms expire 2028 post‑2025 election); Schijns in Class I |
| Meeting cadence | Board (7), Audit (5), Compensation (4), NCGC (4) in FY2024 |
| Lead independent oversight | Teper’s defined responsibilities for executive sessions and agendas |