Wayne Ting

About Wayne Ting

Wayne Ting, age 41, is an independent, non‑employee director of Cimpress plc (CMPR) appointed on May 27, 2025, with a current term expiring at the 2027 annual meeting . He is Chief Executive Officer of Neutron Holdings, Inc. d/b/a Lime (since May 2020) and previously held senior roles at Uber, served at the White House National Economic Council, and worked at Bain Capital and McKinsey, bringing operations, strategy, and public policy expertise to the board . Cimpress classifies all non‑employee directors, including Mr. Ting, as independent under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Board composition and independence: Four independent non‑employee directors and the CEO/Chair; all non‑employee directors are independent under Nasdaq .
• Committee assignments (FY2025): Mr. Ting was not appointed to committees upon joining; board expects any committee appointment to occur following the annual meeting. FY2025 committee composition and meeting counts: Audit (5 meetings), Compensation (4), Nominating (2) .
• Attendance: In FY2025 the Board met three times; each director attended every Board and committee meeting during the period they served .
• Board leadership: CEO and Chair roles are combined; no Lead Independent Director given small board size; structure is periodically evaluated .

Fixed Compensation

Compensation mix (FY2025 Ting): Cash $9,445 (9%) vs Equity $99,975 (91%) derived from disclosed totals .

Performance Compensation

Directors receive time‑vested RSUs (not performance‑based). Annual non‑employee director equity: $200,000 in RSUs following the annual meeting, vesting 25% per year over four years; prorated for partial‑year service. Ting received a prorated RSU grant in FY2025; no options granted .

Other Directorships & Interlocks

Expertise & Qualifications

• Board‑stated qualifications: “Extensive leadership experience in high‑growth technology companies, deep expertise in operations and strategy, and a strong background in public policy and entrepreneurship” .
• Audit/financial expertise: Not designated as Audit Committee Financial Expert (that role is Dessislava Temperley) .

Equity Ownership

Governance Assessment

• Strengths

  • Independent director with high‑growth technology, operations, and policy background that complements CMPR’s digital and operational demands .
  • Clean conflicts profile: no related‑party transactions involving Mr. Ting disclosed; Audit Committee retains authority to review any such matters .
  • Attendance: Board reported perfect attendance by all directors for FY2025 meetings during their service periods, supporting engagement .
  • Alignment mechanisms: Director compensation tilted to equity (prorated RSUs), plus 3x retainer ownership guideline with defined compliance timeline .

• Watch Items / Potential Risks

  • Not yet on any committee as of appointment; limits near‑term oversight influence until post‑AGM assignments are made .
  • Combined CEO/Chair with no Lead Independent Director could concentrate authority; board cites small size and periodic evaluation, but some investors may view this as a structural governance risk .
  • Company‑wide compensation governance context: Compensation Committee amended FY25 PSUs to include a 60% minimum payout multiplier (retention rationale). While this pertains to executives, it’s a governance signal to monitor for pay‑for‑performance rigor over time .

• RED FLAGS

  • None specific to Mr. Ting identified in the proxy/annual report excerpts (no related‑party transactions, no attendance concerns, no hedging). Structural board leadership remains a generalized governance caution .

Director Compensation (FY2025)

Program terms for non‑employee directors: $100,000 annual cash retainer (prorated for new directors) and $200,000 annual RSU grant post‑AGM vesting 25% annually over four years; Audit Chair receives additional $25,000 .

Board Attendance and Engagement

Related-Party Transactions (Context)

• FY2025: One related‑party transaction disclosed involving share repurchase from entities affiliated with Prescott General Partners (director Scott Vassalluzzo is a Managing Member); approved by disinterested Audit Committee members. No transactions involving Mr. Ting were disclosed .

Summary Signals for Investors

• Positive: Independent, tech/operations‑savvy director with strong engagement indicators and equity‑tilted pay, within a framework of director ownership guidelines .
• Monitor: Post‑AGM committee assignments for Mr. Ting to gauge where his expertise will be applied; governance balance given combined CEO/Chair and absence of a Lead Independent Director; ongoing rigor of compensation governance given FY25 PSU floor introduction (executive program) .