Olivia Kirtley
Director at BTSG
Board
About Olivia Kirtley
Independent Class II director (term expiring 2026); age 74. Appointed to the BTSG Board on January 25, 2024. CPA and CGMA with deep audit, financial reporting, risk management, and governance experience, including service as President and Chairman of the International Federation of Accountants (2014–2016) and Chairman of the AICPA (1998–1999). Holds a B.S. in Accounting (Florida Southern College) and a Master’s in Taxation (Georgia State University). The Board has affirmatively determined her independence under Nasdaq rules and relevant Exchange Act sections, and she qualifies as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vermont American Corporation | Chief Financial Officer and Treasurer | Pre-2000 (dates not fully specified) | Led finance and treasury functions; foundational operating experience in corporate finance |
| Predecessor to Ernst & Young LLP | Senior Manager | Pre-2000 (dates not fully specified) | Audit/assurance leadership; technical accounting depth |
| International Federation of Accountants (IFAC) | President & Chairman | 2014–2016 | Global standard-setting leadership; governance influence across accounting profession |
| American Institute of Certified Public Accountants (AICPA) | Chairman; Chairman, AICPA Board of Examiners | 1998–1999 (Chair); Board of Examiners dates not specified | U.S. professional governance; credentialing oversight |
| ResCare, Inc. (predecessor to BTSG) | Director | 1998–2019 | Sector familiarity and legacy operating insight |
External Roles
| Company/Institution | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Vista Credit Strategic Lending Corp. | Director | Since 2023 | Current public company board; credit markets expertise |
| Papa John’s International | Director | 2003–2023 | Prior public company board; long governance tenure |
| U.S. Bancorp | Director | 2006–2023 | Prior public company board; financial services oversight |
| Randgold Resources Ltd | Director | 2017–2019 | Prior public company board; mining sector exposure |
Board Governance
| Attribute | Details |
|---|---|
| Board classification | Classified board; Kirtley is Class II with term expiring 2026 |
| Independence | Board determined Kirtley is independent (Nasdaq, committee eligibility); also independent for Exchange Act Sections 10A(m)(3) and 10C(a)(3); audit committee financial expert |
| Committee memberships | Audit Committee (Chair); Compensation Committee (Member) |
| Committee activity (2024) | Audit Committee: 5 meetings; Compensation Committee: 4 meetings; Quality & Compliance and Governance Committee: 4 meetings (Kirtley is not on QCGC) |
| Attendance | All directors attended at least 75% of Board/committee meetings during service in 2024; Board held 5 meetings |
| Leadership structure | Combined Chairman/CEO (Rousseau); independent directors have not elected a Lead Director; executive sessions held regularly, with at least one annual session excluding management |
| Controlled company status | KKR-affiliated entities hold ~54% voting power; BTSG is a “controlled company” under Nasdaq and relies on certain governance exemptions |
Fixed Compensation
- BTSG disclosed it does not currently pay non-employee directors any compensation for Board service, including cash retainers, stock awards, or option awards; expenses reimbursed only. The company anticipates reviewing director compensation post-IPO.
Performance Compensation
- No director equity grants or performance-based compensation program is disclosed for non-employee directors at this time; therefore no performance metrics, vesting schedules, or equity award details apply to Kirtley’s director service.
Other Directorships & Interlocks
- Current: Vista Credit Strategic Lending Corp (since 2023). Prior: Papa John’s (2003–2023), U.S. Bancorp (2006–2023), Randgold Resources (2017–2019), ResCare (1998–2019). No BTSG disclosure indicates any related-party transactions or conflicts tied to Kirtley’s external boards.
Expertise & Qualifications
- Financial reporting, audit, and risk oversight; CPA/CGMA credentials; audit committee financial expert designation. Extensive governance leadership at IFAC and AICPA. Board cites her audit, financial reporting, and risk management experience as key qualifications.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Olivia Kirtley | 20,102 | <1% (based on 175,070,732 shares outstanding as of March 31, 2025) |
- Insider trading policy: Directors are prohibited from short sales, options/warrants/derivatives trading, and hedging transactions (e.g., collars, swaps); policy aims to align director behavior with shareholder interests. Pledging restrictions are not expressly cited.
Governance Assessment
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Positives:
- Independent director and Audit Committee Chair with audit committee financial expert status; Audit Committee comprises fully independent members and oversees external auditor, internal controls, and financial reporting.
- Clear committee charters and regular meeting cadence; executive sessions held with independent directors.
- Insider trading policy prohibits hedging/short sales, supporting alignment.
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Risks and RED FLAGS:
- Controlled company: KKR-affiliated shareholders control ~54% voting power; BTSG relies on Nasdaq “controlled company” exemptions (e.g., majority-independent board not required). Potential for reduced minority shareholder influence over director nominations and compensation oversight.
- Combined CEO/Chair without a Lead Independent Director elected by independents at this time—may weaken independent oversight and board challenge function.
- Compensation Committee chaired by Max Lin (KKR Partner) while KKR is the controlling stockholder; Board determined independence for Lin under 10C(a)(3), but perceived conflicts can arise in compensation oversight under controlled structures.
- Related-party transactions with controlling and strategic shareholders (KKR, Walgreens), including monitoring agreement termination fees ($22.7M) and underwriting/arranger fees to KKR Capital Markets; while no Kirtley-linked transactions disclosed, elevated conflict risk exists at the issuer level.
- Director compensation program not yet established for non-employee directors post-IPO; absence of equity-based director pay may limit explicit long-term ownership alignment until a program is adopted.
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Engagement signals:
- All directors met at least the 75% attendance threshold; Audit Committee met five times in 2024, indicating active oversight cadence under Kirtley’s chairmanship.
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Shareholder votes:
- 2025 agenda includes advisory say-on-pay and say-on-frequency; Board recommends annual say-on-pay frequency. Useful for monitoring investor sentiment on governance and pay practices.
Implications for investors: Kirtley’s appointment strengthens financial oversight and audit quality, but BTSG’s controlled-company profile, combined CEO/Chair structure, and KKR-linked committee leadership warrant heightened monitoring of board independence, pay decisions, and related-party transactions.