Lisa B. Higley
About Lisa B. Higley
Independent director nominee at ClearOne (CLRO); age 57; appointed to the Board effective July 20, 2020. A Utah-licensed CPA since 2004, she has served as a self‑employed CPA since June 2009, with prior CFO roles at Daisy D’s Paper Company and Tunex International and earlier tax staff experience; she holds a B.S. in Accounting (University of Oregon) and an MBA (Utah State University) . She is the daughter of Edward D. Bagley, CLRO’s former Chairman and a 49.60% beneficial owner as of 2025—a key governance consideration for independence and potential conflicts .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Daisy D’s Paper Company | Chief Financial Officer | Mar 2007 – Jan 2009 | Managed all financial and accounting responsibilities |
| Tunex International | Chief Financial Officer | Apr 2006 – Mar 2007 | Accountable for all financial aspects |
| Wisen, Smith, Racker & Prescott LLP | Staff Tax Accountant | Feb 2004 – Apr 2006 | Tax/accounting staff experience |
| Self‑employed | CPA | Jun 2009 – Present | Independent practice; finance/accounting expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Self‑employed | CPA | Jun 2009 – Present | No other public company directorships disclosed |
Board Governance
- Tenure and status: Appointed July 20, 2020; nominated for election in the 2025 Special/Annual Meeting; age 57 .
- Independence: The Board determined Hendricks, Robinson, and Whaley are independent; Higley is not identified as independent. Her father (Edward D. Bagley) is the former Chairman and 49.60% beneficial owner, reinforcing non‑independence and a potential conflict .
- Committee assignments: Audit and Compliance Committee (Robinson–Chair, Hendricks, Whaley), Compensation Committee (Whaley–Chair, Hendricks, Robinson), and Nominating Committee each consist entirely of independent directors—Higley is not listed as a member of these committees .
- Attendance and engagement: In 2024, the Board met 9 times; no director attended fewer than 75% of Board and applicable committee meetings; all current directors attended the 2023 Annual Meeting .
- Board process signal: The company delayed the 2024 Annual Meeting (Nasdaq Rule 5620(a) non‑compliance letter dated Jan 10, 2025); the Special Meeting in May 2025 served to regain compliance while a Special Transaction Committee reviewed strategic alternatives .
Fixed Compensation
| Metric | 2022 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 30,000 | 58,500 |
| Option Awards ($) | 13,200 | — |
| Other Compensation ($) | — | — |
| Total ($) | 43,200 | 58,500 |
- No director expense reimbursements were paid in 2024 (policy allows reimbursement, but none occurred) .
Performance Compensation
| Component | Terms/Status | Year(s) | Notes |
|---|---|---|---|
| Director stock options | Granted historically; none granted in 2024 | 2022: $13,200 FV | Change‑in‑control provision can accelerate vesting for director option grants immediately prior to closing |
| Performance metrics tied to director pay | None disclosed | — | Director compensation appears retainer‑based; no PSU/RSU/performance metric disclosure for directors |
- Change‑in‑control definition includes acquisition of >50% voting power via tender/exchange offer or a Board composition change over ≤36 months; Board may elect acceleration of unvested options .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for Higley |
| Familial interlock | Daughter of Edward D. Bagley (former Chairman; 49.60% beneficial owner in 2025) |
| Related party exposure | Consulting Agreement with Edward D. Bagley: $5,000/month; renewed through 2024; paid $65,000 in 2024 |
Expertise & Qualifications
- CPA (Utah) since 2004; B.S. Accounting (University of Oregon); MBA (Utah State University) .
- Finance and accounting background through CFO roles and tax/accounting experience; Board cited this background in supporting continued service .
Equity Ownership
| As of | Currently Owned (A) | % of Outstanding (B) | Shares Acquirable within 60 Days (C) | Total (D=A+C) | Total % (E) |
|---|---|---|---|---|---|
| Mar 28, 2025 | 14,051 | 0.05% | 10,000 | 24,051 | 0.09% |
- Disclaimers: Higley and Edward D. Bagley each disclaim beneficial ownership of shares beneficially owned by the other. Higley’s totals exclude 6,546 shares owned by her spouse and 2,252,636 shares held by a trust where she is a co‑trustee .
- Hedging/pledging: Company maintains an Insider Trading Policy; no pledging by Higley disclosed .
Insider Trades
| Date | Form | Summary |
|---|---|---|
| Jun 2, 2023 | Form 4 | Beneficial ownership footnote references Form 4 as basis for Higley’s holdings disclosure |
Compensation Structure Analysis
- Mix shift: Director pay for Higley moved from cash+options in 2022 ($30,000 cash, $13,200 options) to all cash in 2024 ($58,500 cash, no options)—a shift away from equity grants and increased fixed pay .
- At‑risk pay: No director performance‑linked equity or bonuses disclosed for 2024; options subject to change‑in‑control acceleration if granted .
- Committee chair premiums: Not applicable to Higley; chair fees appear to elevate cash fees for chairs (e.g., Robinson and Whaley cash totals higher), but Higley does not serve as a chair .
Governance Assessment
- Independence and conflicts: Higley is not identified as independent and is the daughter of CLRO’s controlling shareholder. This familial relationship combined with an active related‑party consulting arrangement with her father (paid $65,000 in 2024) constitutes a governance red flag, particularly around potential influence on strategic and capital decisions .
- Committee exclusion: Audit, Compensation, and Nominating Committees are composed entirely of independent directors (Hendricks, Robinson, Whaley), limiting Higley’s role in key oversight functions and partially mitigating independence concerns .
- Engagement: Attendance met minimum thresholds (no director <75%); Board met 9 times in 2024; she was nominated for re‑election, indicating continuing engagement, but detailed individual attendance percentages are not disclosed .
- Pay alignment: Increased cash retainer without equity in 2024 reduces long‑term alignment relative to prior years with options; no director performance metrics disclosed .
- Process risk: Delayed 2024 annual meeting and subsequent Nasdaq non‑compliance notice reflect procedural governance risk at the board level; the Special Meeting was used to cure the deficiency amid strategic review by a Special Transaction Committee .
RED FLAGS
- Not independent; direct familial relationship with the controlling shareholder (49.60% owner) .
- Ongoing related‑party consulting payments to her father ($65,000 in 2024) .
- Shift away from equity grants toward cash retainer (potentially weaker long‑term alignment) .
- Board‑level compliance lapse (delayed annual meeting; Nasdaq notice) .