Jill Simeone
About Jill Simeone
Independent director since April 2022 (age 58 as of April 14, 2025). Former Chief Legal Officer/Corporate Secretary at Etsy (2017–2022), with prior GC/CCO and senior legal roles at American Express Global Business Travel, KCAP Financial, and CEMEX; began career as a prosecutor at the Manhattan DA’s Office. Education: AB cum laude (Harvard), JD (University of California Law SF) and Fulbright Scholarship in Mexico focused on international business and law; currently Associate Professor (clinical) at NYU Stern .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Etsy, Inc. (NASDAQ: ETSY) | Chief Legal Officer & Corporate Secretary; previously General Counsel & Corporate Secretary | 2017–2022 | Executive leadership of legal, compliance, governance, public company reporting |
| American Express Global Business Travel (NYSE: AXP) | VP, Senior Counsel & Assistant Secretary | 2016–2017 | Corporate legal, governance |
| KCAP Financial, Inc. (NASDAQ: KCAP) | General Counsel & Chief Compliance Officer | 2013–2016 | Legal/compliance oversight at public BDC |
| CEMEX (NYSE: CX) | U.S. General Counsel; then North America General Counsel | 1999–2011 | International M&A, regulated businesses |
| Start-up Investments Advisory | Various advisory roles | 2011–2013 | Strategic advising to early-stage companies |
| Manhattan District Attorney’s Office | Prosecutor | — | Litigation; early career foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brooklyn Friends School | Co-Chair, Board of Trustees; Chair, Nominating & Governance Committee | Current | Governance leadership; nomination oversight |
| NYU Stern School of Business | Associate Professor (clinical) | Current | Academic leadership in business/law |
Board Governance
- Independence: Determined independent by the Board under NYSE standards; one of six independent directors on a nine-member Board .
- Committees: Chair, Nominating & Corporate Governance; Member, Compensation (current composition: Colleen Brown, Chair; Jill Simeone, Member) .
- Attendance: In 2024, each director attended at least 75% of Board and committee meetings; Board met 12 times .
- Executive sessions: Non-employee directors meet in executive session at least twice annually; independent directors do the same if any non‑employee director is not independent .
- Term/Classification: Class I director nominated in 2025 to serve until 2028 annual meeting if elected .
| Body | 2024 Meetings |
|---|---|
| Board of Directors | 12 |
| Audit & Risk Committee | 9 |
| Compensation Committee | 7 |
| Nominating & Corporate Governance Committee | 4 |
Fixed Compensation
- Non-Employee Director Compensation Program:
- Annual cash retainer: $50,000; Nominating Chair: $12,000; Compensation Committee member: $7,500; other committee fees per program .
- Special committees: $798,000 total paid to members related to strategic review in 2024 (company-wide) .
| Component | Amount |
|---|---|
| Annual Director Cash Retainer | $50,000 |
| Nominating Chair Fee | $12,000 |
| Compensation Committee Member Fee | $7,500 |
| Audit Chair/Member Fees (for reference) | $25,000 chair; $10,000 member |
| Special Committee Compensation (aggregate 2024) | $798,000 (company-wide) |
| Jill Simeone – Director Compensation (FY 2024) | Amount |
|---|---|
| Fees Paid or Earned in Cash ($) | $62,500 |
| Stock Awards ($) | $200,000 |
| Total ($) | $262,500 |
Performance Compensation
- Annual Equity Award: Automatic RSU grant valued at $200,000 at each annual meeting; vests at earlier of one-year anniversary or next annual meeting, subject to service .
- Change in Control: Non-employee director equity awards accelerate vesting in full upon CoC if service continues through close .
| Equity Feature | Detail |
|---|---|
| Annual RSU Grant Value | $200,000 per year |
| Vesting | Earlier of one-year anniversary or next annual meeting |
| Change-in-Control Treatment | Full vesting acceleration for non-employee director awards |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Jill Simeone .
- Compensation Committee interlocks: 2024 members included Colleen Brown, Sean Collins, Jill Simeone, and Andrew Main; Main exited the committee when appointed CEO (Mar 26, 2024); Collins ceased service Apr 10, 2025; none were officers/employees during service on the committee .
Expertise & Qualifications
- Domains: International M&A, strategic advising, legal/compliance, governance, fintech and regulated businesses, executive compensation, public reporting .
- Academic: AB Harvard; JD UC Law SF; Fulbright (Mexico) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class A | Notes |
|---|---|---|---|
| Jill Simeone | 21,263 | <1% | Each share one vote; total voting power table shows <1% for directors individually |
| Outstanding Director RSUs (as of Dec 31, 2024) | Units | Vesting |
|---|---|---|
| Jill Simeone | 11,364 | RSUs vest in full on May 31, 2025 |
- Hedging/Pledging: Company policy prohibits directors from hedging, pledging, short sales, and trading in publicly-traded options on company securities .
Insider Trades
| Date | Form | Transaction | Units/Notes |
|---|---|---|---|
| 2024-07-01 | Form 4 | RSU award disclosure; holdings reflect 1-for-25 reverse split effective April 29, 2024 | Company investor site Form 4; reverse split note |
| 2025-06-20 | Form 4 | Filed for Jill Simeone; details per SEC archive | SEC EDGAR primary XML |
Reference holdings context: Fintel shows director beneficial ownership of 21,263 shares and an RSU award of 11,364 units (informational only; confirm via company filings) .
Governance Assessment
- Independence & Role: Independent director with governance leadership as Nominating Chair and member of Compensation Committee; Board confirms no material relationship with the company .
- Engagement: Meets attendance thresholds (≥75% of Board/committee meetings); active oversight with Nominating (4 meetings), Compensation (7), Audit (9) in 2024 .
- Pay Mix & Alignment: 2024 compensation weighted to equity ($200k RSUs vs $62.5k cash), consistent with program targeting ongoing ownership; RSUs vest on a short annual cycle; change-in-control full acceleration is standard for directors .
- Ownership: Beneficially owns 21,263 shares (<1%) plus 11,364 RSUs outstanding (vesting May 31, 2025); company prohibits hedging/pledging, supporting alignment .
- Conflicts/Related Party: Board’s independence review lists specific relationship considerations for other directors (Collins, Watson); none noted for Simeone; related party transactions require Audit Committee approval .
- Special Committees: Company paid $798k to special committee members for 2024 strategic review; enhances oversight but investors may monitor incremental director cash compensation levels over time .
RED FLAGS
- None disclosed specific to Jill Simeone regarding attendance shortfalls, related-party transactions, pledging/hedging, or say‑on‑pay concerns; change‑in‑control full acceleration of director RSUs is disclosed but typical in many director programs .