Elaine Healy
About Elaine Healy
Elaine Healy, age 62, has served as an independent director of Consensus Cloud Solutions, Inc. (CCSI) since October 2021 and chairs the Audit Committee; she is designated an “audit committee financial expert” by the Board . Healy is Co‑Founder and CEO of NexGen Venture Partners, LLC (dba Aura), previously Co‑Founder/President/COO of Accel Networks, and spent 18 years as a private equity manager; she holds a B.S. in Finance from Florida State University (1984) . She is also a member of the Compensation Committee and Executive Committee at CCSI .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NexGen Venture Partners, LLC (dba Aura) | Co‑Founder & CEO | Current | Wireless infrastructure technology leadership; operating and strategy experience |
| Accel Networks, LLC | Co‑Founder, President & COO | Nov 2002 – Jun 2015 | Led fixed wireless broadband provider with patented tech; operational discipline |
| Private Equity Manager | Investor/Director across companies | 18 years prior to 2002 | Broad investing/board exposure; risk management focus |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OFS Capital Corp. | Lead Director; Audit Committee Chair | Current | Audit oversight; financial expert leadership |
| Hancock Park Corporate Income | Lead Director; Audit Committee Chair | Current | Audit oversight; governance leadership |
Board Governance
- Committee assignments: Audit (Chair), Compensation (Member), Executive (Member) .
- Independence: Board determined Healy is independent under Nasdaq rules; supermajority of Board is independent .
- Attendance: All incumbent directors attended all Board and committee meetings in 2024; all six attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet in executive session regularly; presided over by independent Chairman .
- Auditor oversight: Audit Committee chaired by Healy oversees auditor retention and independence; Deloitte engaged in 2023 after competitive process; audit fees disclosed; SEC comment letter response noted in 2024 audit fees .
- Internal controls context: Prior material weaknesses disclosed for FY2021 and FY2022 (entity-level controls, revenue recognition, unusual transactions, reconciliations, segregation of duties); underscores need for continued audit rigor .
Fixed Compensation
Director pay structure and Healy’s actuals.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Annual Cash Retainer (Program) | $50,000 | $50,000 | $50,000 |
| Audit Chair Retainer (Program) | $30,000 | $30,000 | $30,000 |
| Compensation Chair Retainer (Program) | $20,000 | $20,000 | $20,000 |
| Healy – Fees Earned or Paid in Cash ($) | $80,000 | $80,000 | $80,000 |
| Meeting Fees | Not disclosed | Not disclosed | Not disclosed |
Notes: Non‑employee directors also receive annual RSU grants with grant‑date value of $200,000; Board may revise arrangements .
Performance Compensation
CCSI does not disclose performance-based director equity (no PSUs/options for directors); annual RSUs vest on first anniversary of grant.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Healy – Stock Awards (Grant-Date Fair Value) | $199,980 | $200,000 | $199,994 |
| Unvested RSUs at FY-end (Healy) | 3,333 | 8,000 | 7,987 |
| Vesting Schedule | RSUs vest fully 1 year after grant | RSUs vest fully 1 year after grant | RSUs vest fully 1 year after grant |
Other Directorships & Interlocks
| Company | Sector/Type | Role | Committee Positions |
|---|---|---|---|
| OFS Capital Corp. | BDC | Lead Director | Audit Committee Chair |
| Hancock Park Corporate Income | BDC | Lead Director | Audit Committee Chair |
- Interlocks/Conflicts: No related-party transactions involving Healy disclosed; CCSI maintains a Related Person Transaction Policy requiring Audit Committee approval for transactions >$120k; legacy agreements with former parent Ziff Davis referenced, not tied to Healy .
Expertise & Qualifications
- Audit and finance: Audit Chair; designated Audit Committee Financial Expert; financially literate members on Audit Committee .
- Operating leadership: CEO (Aura/NexGen); prior COO/President (Accel Networks) .
- Governance: Lead director and audit chair at two public BDCs; Compensation Committee member at CCSI .
- Education: B.S. Finance, Florida State University, 1984 .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Elaine Healy | 15,833 | <1% | As of April 16, 2025; outstanding shares 19,540,937 |
- Hedging/pledging: Prohibited for directors and employees; no holding in margin or pledging CCSI securities allowed .
Governance Assessment
- Strengths: Independent director with deep audit expertise (Audit Chair/Financial Expert), perfect attendance, and multi‑industry operating/PE background; robust hedging/pledging prohibitions and active auditor oversight; Compensation Committee uses independent consultant (FW Cook) with no conflicts .
- Compensation alignment: Director pay is balanced—$80k cash plus $200k time‑vested RSUs; no performance equity or options for directors; consistent YoY structure reduces pay‑for‑performance concerns for non‑executives .
- Shareholder signals: Healy’s election (Class II) at the 2023 annual meeting received 13,308,386 “For” and 4,220,205 “Against”; shareholders supported annual say‑on‑pay frequency (1 year) .
- Watch items / RED FLAGS: Historical material weaknesses (FY2021–2022) increase reliance on strong audit oversight; continued monitoring warranted, though no Healy‑specific conflicts disclosed . Potential overboarding considerations exist given two external public boards, but CCSI cites robust overboarding policies and supermajority independence .
Director Compensation – Healy (Historical)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $80,000 | $80,000 | $80,000 |
| Stock Awards ($) | $199,980 | $200,000 | $199,994 |
| Total ($) | $279,980 | $280,000 | $279,994 |
Committee Roles and Activity
- Audit Committee: Chair (Healy), members Stephen Ross and Pamela Sutton‑Wallace; responsibilities include auditor oversight, financial reporting, disclosure controls, risk oversight (including cybersecurity) and related party transactions; Healy recognized as audit committee financial expert .
- Compensation Committee: Member (Healy); FW Cook engaged exclusively by the Committee for independent advice; no consultant conflicts .
- Executive Committee: Member (Healy); acts on behalf of Board when not in session within limited bylaws scope .
Say‑on‑Pay & Shareholder Feedback
- 2025 meeting proposals include annual advisory vote on NEO compensation; Board recommends “FOR” .
- 2023 annual meeting: Shareholders approved annual (1‑year) say‑on‑pay frequency .
Related‑Party Transactions
- Policy: Audit Committee pre‑approves related‑party transactions >$120k; considers third‑party terms and extent of interest .
- Disclosures: Post‑spin agreements with Ziff Davis detailed; no Elaine Healy‑specific transactions disclosed .
Risk Indicators
- Prior internal control material weaknesses (FY2021–2022); underscores importance of Healy’s audit leadership .
- Hedging/pledging prohibited (alignment positive) .
- Auditor rotation to Deloitte; increased audit fees and SEC comment letter response reflected in 2024 fees .
Overall signal: Board effectiveness is supported by Healy’s audit chair role, independence, consistent attendance, and external audit chair experience. No disclosed conflicts or pledging; historical control issues are mitigated by strong audit oversight, but remain a monitoring point .