Christopher H. (Toby) Smith

About Christopher H. (Toby) Smith

Christopher H. “Toby” Smith (age 86) has served as an independent director since 2022. He is a career attorney licensed in New York, Connecticut, and Washington, D.C.; a former partner at Whitman & Ransom (now Winston & Strawn LLP) and Of Counsel to Foley & Lardner; and founder/attorney at Alexander, Smith & Company, Inc. since February 1986. He holds a B.A. from Williams College and a J.D. from Yale Law School, completed clerkships with the U.S. Court of Appeals (D.C.) and the Supreme Court of Connecticut, was an OAS Fellow, and studied comparative law in Venezuela .

Past Roles

External Roles

Board Governance

• Independence: The Board identifies five independent directors; Audit, Compensation, and Nominating & Corporate Governance Committees are comprised solely of independent directors under Nasdaq/SEC rules .
• Committee assignments:
  • Audit Committee: Member (Chair: Troy Alstead; members: Alstead, Smith, Trevan); all meet Rule 10A‑3 independence; Alstead is the “audit committee financial expert” .
  • Nominating & Corporate Governance Committee: Chair (members: Smith, Alstead, Swann); all independent .
  • Compensation Committee: Not a member (members: Trevan [Chair], Wensel, Swann) .
  • Technology & Cryptocurrency Committee: Not a member (members: Swann [Chair], Trevan, Varga, Stiefel) .
• Director elections/tenure: Class III director; nominated for re‑election at the 2025 Annual Meeting to a term ending at the 2028 Annual Meeting .
• Attendance and engagement: Directors are expected to attend annual meetings; independent directors may convene executive sessions at each board meeting at the Chair’s inquiry—minutes sealed unless action is taken .
• Related‑party oversight: Audit Committee charter includes review/approval of related‑party transactions; formal policy applies to transactions >$120,000 involving directors/executives/≥5% holders or immediate family members .

Fixed Compensation

Performance Compensation

• Limit on director awards: The Board sets a maximum combined value per fiscal year for cash fees plus equity awards to any non‑employee director .

Director Compensation (2024 actuals)

Other Directorships & Interlocks

• Current public company directorships: Not disclosed in the 2025 proxy materials reviewed .
• Prior board/executive roles (representative): Executive Chairman/Lead Director/CEO/CFO/GC roles across Puma USA, Sylvania International, Escada, London Fog, Medical Staffing Network, Barnes Engineering, Atkins Nutritionals, Thompson Media, Oneida, Ltd. (tenures not disclosed) .

Expertise & Qualifications

• Legal and governance expertise: Decades of legal practice; leadership in executive and board roles across multiple enterprises .
• Education: Williams College (undergraduate); Yale Law School (J.D.); comparative law studies; OAS Fellow; judicial clerkships (U.S. Court of Appeals D.C.; Supreme Court of Connecticut) .
• Board qualification emphasis: NCG Committee targets balance of skills and specialized knowledge (financial/industry/technology) and evaluates integrity, judgment, diversity of experience, and other board time commitments .

Equity Ownership

• Pledging/hedging: No pledging/hedging disclosure identified for Smith in the 2025 proxy statements reviewed .
• Options/RSUs outstanding: Not disclosed by instrument for Smith; equity awards reported as aggregate grant date fair value ($8,000 for 2024) .
• Ownership guidelines: Director stock ownership guidelines not disclosed in the proxy sections reviewed .

Governance Assessment

• Strengths:

  • Independence and committee leadership: Smith serves as Chair of the Nominating & Corporate Governance Committee and sits on the Audit Committee—both comprised solely of independent directors, reinforcing board oversight of nominations, governance, and financial reporting .
  • Legal/governance depth: Senior legal credentials and extensive executive/board experience across industries support board effectiveness in risk oversight and governance policy .
  • Clear director pay framework: Transparent cash retainer and granular committee fees post‑IPO; service‑based RSUs align tenure with equity .

• Watch items / RED FLAGS:

  • Section 16(a) reporting lapse: All directors and executives, including Smith, failed to file timely Form 3 at IPO effective date; subsequently remedied. While minor, it is a compliance signal to monitor for reporting hygiene .
  • Limited disclosure of attendance metrics: Expectations to attend annual meetings are stated, but no quantitative board/committee attendance rates are disclosed—reducing direct visibility into engagement .
  • Ownership alignment: Beneficial ownership is <1% (104,500 shares), which is typical for small‑cap boards but provides limited direct economic alignment; no ownership guideline disclosure to benchmark compliance .
  • Related‑party exposure vigilance: Audit Committee oversees related‑party transactions; one director (Varga) had a consulting arrangement in 2023–2024. No related‑party transactions are disclosed for Smith, but policy reliance makes committee rigor essential .

• Compensation structure signals:

  • Post‑IPO increase in fixed cash retainer from prior practice to $40,000 per year plus quarterly committee fees increases guaranteed cash versus at‑risk equity, potentially diluting performance sensitivity for directors; however, service‑based RSUs maintain time‑based alignment .
  • Equity plan includes standard change‑of‑control acceleration for service‑based RSUs and immediate vesting/cash‑out for options; performance awards pay at better of target or trend—ensure guardrails against windfalls during sale events .