Gail Zauder
About Gail Zauder
Gail Zauder (age 67) is an independent Class III director of Bolt Projects Holdings, Inc. (BSLK) since July 2025. She is Managing Partner of Elixir Advisors LLC (since 2002) and CEO of AbleFly Inc. (since June 2022), with prior senior roles including Managing Director at Credit Suisse (1985–2001) and Chairman/CEO (and CFO) of Soap & Glory Ltd. (2009–2014). She holds an AB from Smith College and dual MPPA/MBA in Finance from Yale University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Credit Suisse | Managing Director | Aug 1985 – Dec 2001 | Investment banking leadership; financial risk oversight experience noted by BSLK |
| Soap & Glory Ltd. | Chairman & CEO; CFO | Jul 2009 – Apr 2014; CFO May 2012 – Dec 2013 | Public company management; finance leadership |
| Elixir Advisors LLC | Managing Partner | Jan 2002 – present | Strategy/finance advisor |
| AbleFly Inc. | Chief Executive Officer | Jun 2022 – present | Inclusive/accessible air travel startup leadership |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Presto Automation, Inc. (public) | Director | Sep 2022 – present | Chair: Compensation; Chair: Strategic Finance; Member: Audit |
| Various private/non-profit boards | Director | Ongoing | Not specified |
Board Governance
- Independence: Board determined Ms. Zauder is independent under Nasdaq rules .
- Committee assignments: Audit Committee member; designated an “audit committee financial expert” (alongside two others) .
- Board class/term: Class III; term expires at the 2027 annual meeting .
- Board leadership: CEO Daniel Widmaier serves as Chair; Lead Independent Director role available if Chair is not independent (none designated) .
- Attendance: For 2024 (pre-dating her appointment), all then-serving incumbents met 75%+ attendance; executive sessions of independent directors held at least twice yearly .
- Committee chairs (context): Audit—Chair: Christine Battist; Compensation—Chair: Jerry Fiddler; Nominating & Corporate Governance—Chair: Jeri Finard .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $40,000 | Paid quarterly, pro-rated as applicable |
| Additional annual retainer for non-executive Chair | $30,000 | If applicable (not currently relevant) |
| Audit Committee—Chair | $15,000 | Chair only |
| Audit Committee—Member (non-chair) | $8,000 | Applicable to Ms. Zauder as an Audit member |
| Compensation/Nominating membership retainers | $0 | No additional retainer for non-chair members |
Performance Compensation
| Equity Instrument | Grant Size | Vesting | Notes |
|---|---|---|---|
| Initial RSU Award (upon appointment) | 1,125 RSUs | 1/3 annually over 3 years | Standard director program terms |
| Annual RSU Award | 750 RSUs | Vests in full on earlier of 1 year or next AGM | Standard director program terms |
| Pro-Rated Annual RSU | Fraction of 750 based on days since prior AGM | Vests on same schedule as Annual | For mid-cycle appointees |
| Change-in-control treatment | Full vesting if not continuing on successor board | As defined in the plan | Applies to Initial and Annual awards |
- Clawback: Company maintains a Dodd-Frank–compliant clawback policy for erroneously awarded incentive-based compensation (executive-focused; directors generally receive time-based RSUs) .
- Hedging: Insider Trading Policy prohibits hedging transactions by directors/officers/employees .
- No director performance metrics disclosed for equity awards; director equity is time-based (RSUs) .
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Conflict Assessment |
|---|---|---|
| Presto Automation, Inc. | External public board; chair of comp and strategic finance; audit member | No disclosed competitive/customer/supplier overlap with BSLK; no cross-board compensation interlocks noted with BSLK committees . |
- Related-party transactions: The proxy discloses several related-person transactions (e.g., with Sponsor and others), but does not identify any transactions involving Ms. Zauder or her affiliates .
Expertise & Qualifications
- Audit Committee Financial Expert designation (Reg S-K 407(d)(5)) .
- Deep finance and strategic leadership: former Managing Director at Credit Suisse; former CFO/CEO (Soap & Glory) .
- Public board experience and compensation governance expertise (chairs Presto’s Compensation and Strategic Finance committees; Audit member) .
- Education: AB (Smith College); dual MPPA/MBA in Finance (Yale University) .
Equity Ownership
| Metric | Jul 11, 2025 | Oct 10, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 68 (RSUs vesting or vested and subject to deferred settlement within 60 days) (17) | 68 (RSUs vesting or vested and subject to deferred settlement within 60 days) |
| Ownership (%) of outstanding | <1% | <1% |
| Pledged shares | Not disclosed; company policy prohibits hedging; no pledging disclosure provided | |
| Notes | Company outstanding shares: 2,061,779 (as of Jul 3, 2025) ; 3,940,170 (as of Oct 10, 2025) |
Governance Assessment
-
Positives
- Independent director and designated Audit Committee Financial Expert; sits on Audit Committee—strengthens financial oversight during a period of capital structure changes and financing complexity .
- Brings substantive compensation and finance governance experience from Presto (chairs Compensation and Strategic Finance; audit member) and from prior CFO/CEO and investment banking roles—useful for BSLK’s capital allocation and controls .
- No related-party transactions disclosed involving Ms. Zauder; not listed among late Section 16 filers in 2024 disclosures .
-
Watch items
- Ownership alignment currently modest (68 shares/RSUs; <1%); the Director Compensation Program provides equity exposure via RSUs but absolute holdings are small, which may evolve with tenure (17) .
- Board leadership concentrated with CEO also serving as Chair; Lead Independent Director mechanism exists but not designated—heightens importance of strong independent committee oversight (including Audit) .
-
Context for investor confidence
- Ongoing equity-linked financing proposals (ELOC, convertibles, warrants) increase dilution risk and require robust board scrutiny—Ms. Zauder’s audit/finance expertise is relevant to investor oversight expectations .
RED FLAGS: None identified specific to Ms. Zauder in company disclosures (no related-party transactions, no independence concerns, no attendance issues disclosed) –.
Notes and Citations
- Biography, age, director class/term and committee assignments .
- Director independence, board/committee structure and leadership .
- Attendance, executive sessions .
- Director compensation program—cash and equity terms .
- Beneficial ownership (Zauder) and outstanding share counts at each date (17) ; .
- Hedging prohibition; clawback policy .
- Related person transactions section (no Zauder-specific items) –.