Alexandra Morehouse
About Alexandra Morehouse
Independent director of BBSI since 2022; age 66 as of April 1, 2025. Former Chief Marketing Officer & Chief Digital Officer at Banner Health (Aug 2015–Oct 2023). Education: BA, Harvard University; MBA, Harvard Business School; NACD Directorship Certified. The Board classifies her as independent under Nasdaq rules. Committees: Audit & Compliance Committee (member) and Nominating & Governance Committee (member). 2024 attendance: each director attended at least 93% of Board and committee meetings; outside directors meet in executive session at least twice per year.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Banner Health | Chief Marketing Officer & Chief Digital Officer | Aug 2015–Oct 2023 | Led enterprise digital transformation and branding initiatives |
| American Express | Leadership roles | Not disclosed | Marketing/digital leadership contribution |
| Charles Schwab | Leadership roles | Not disclosed | Marketing leadership |
| California State Automobile Association (AAA) | Leadership roles | Not disclosed | Marketing leadership |
| Kaiser Permanente | Leadership roles | Not disclosed | Marketing leadership |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Evalueserve, Inc. | Director | Private | Global analytics and AI consultancy; HQ in Zug, Switzerland |
| Simulint, Inc. | Director | Private | Cybersecurity and technology services focused on SMBs |
| Alliance for Multicultural and Inclusive Marketing | Founding Board Member | Non-profit | DEI-focused national coalition |
Board Governance
- Committee memberships: Audit & Compliance Committee (members: Cusick—chair; Moradi; Morehouse; Meeker) and Nominating & Governance Committee (members: Carley—chair; Price; Clabby; Morehouse). Audit held five meetings in 2024; Nominating held three.
- Independence: Board determined Morehouse is independent under Nasdaq Rule 5605(a)(2).
- Attendance: Board met seven times in 2024; each director attended at least 93% of Board and assigned committee meetings.
- Executive sessions: Outside directors meet at least twice per year without management.
- Related-party oversight: Audit Committee reviews and must approve any related-person transactions.
Fixed Compensation
| Component (2024) | Amount | Basis/Notes |
|---|---|---|
| Annual cash retainer | $65,000 | Outside director retainer |
| Audit Committee member fee | $7,500 | Member annual retainer (chair $15,000) |
| Nominating Committee member fee | $5,000 | Member annual retainer (chair $10,000) |
| Chair premiums | $0 | Not a committee chair |
| Meeting fees | Not disclosed | No per-meeting fees disclosed in proxy |
| Total fees earned (cash) | $77,500 | Sum of retainer + committee fees |
Performance Compensation
| Equity Award (2024) | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual RSU grant | Jul 1, 2024 | 3,064 | $99,978 | 100% vests Jul 1, 2025 (continued service); 1 RSU = 1 share | None (time-based RSUs) |
Director equity awards are time-based RSUs; no PSUs or options are disclosed for Morehouse. At 12/31/2024, each outside director held 3,064 unvested RSUs; options outstanding only for Mr. Carley.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed besides BBSI |
| Private company boards | Evalueserve (Director); Simulint (Director) |
| Interlocks with BBSI customers/suppliers | None disclosed for Morehouse in 2025 independence review; prior Banner Health affiliation ended in Oct 2023 |
Expertise & Qualifications
- Marketing, enterprise-wide digital transformation, and branding expertise; corporate governance and DEI understanding.
- NACD Directorship Certified; Audit Committee membership meets financial literacy requirements.
- Harvard BA; Harvard MBA.
Equity Ownership
| Item | Amount/Status | As-of Date |
|---|---|---|
| Total beneficial ownership (shares) | 10,020 | Apr 7, 2025 |
| Ownership as % of shares outstanding | <1% | Apr 7, 2025 (Company had 25,680,212 shares outstanding) |
| Unvested RSUs held | 3,064 | Dec 31, 2024 |
| Stock options | None disclosed | Dec 31, 2024 |
| Pledged shares | None; pledging prohibited without approval, and no director/officer has pledged shares as of proxy date | Apr 21, 2025 |
| Anti-hedging | Hedging prohibited by policy | Apr 21, 2025 |
| Director ownership guideline | 3× annual cash retainer ($70,000 effective Jan 1, 2025) within 3 years; all non-employee directors have met or are on track | Apr 21, 2025 |
Governance Assessment
- Alignment: Cash/equity mix is modest and standardized; annual RSUs vest in one year, supporting retention and skin-in-the-game without performance risk-taking. Morehouse’s ownership and adherence to anti-hedging/anti-pledging policies align with investor interests.
- Board effectiveness: Active participation on Audit and Nominating committees; Audit committee confirms financial literacy among members; attendance strong (≥93%). Executive sessions bolster independent oversight.
- Conflicts: 2025 independence review lists no specific related relationships for Morehouse; Audit Committee oversees any potential related-person transactions. No red flags from pledging, hedging, or related-party exposure disclosed.
RED FLAGS
- None disclosed: no pledging/hedging, no related-party transactions, strong attendance, standardized director pay with time-based RSUs.