Susan Kantor
About Susan J. Kantor
Independent director at Envoy Medical (COCH), age 69, serving since March 2021. A seasoned finance executive and audit professional, she qualifies as an “audit committee financial expert” and has chaired the Audit Committee since March 2021 . The Board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PRTM Management Consultants | Partner; CFO & Treasurer | 1997–2011 | Led finance, treasury, tax; executed successful M&A including sale of PRTM to PwC in 2011 |
| PwC | Advisory Partner | 2011–2016 | Post-acquisition integration/advisory; global services operations |
| Monitor Group; Boston Consulting Group; Parexel International | CFO/senior financial executive | Not disclosed | Led international finance, compliance, risk, technology enablement |
| EY; PwC (audit practices) | Audit professional | ~12 years | Audited private and public companies across industrial, life sciences, consumer sectors |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Teknor Apex Company (private) | Director | Not disclosed | Board service (materials science) |
| Guest Services Inc. (private) | Director; Audit Committee Chair | Not disclosed | Oversight of audit and financial reporting |
Board Governance
- Committee assignments: Audit Committee Chair; members: Kantor, Patel, Smith‑Gomez; Kantor designated “audit committee financial expert” .
- Nominating & Corporate Governance Committee member; committee composed of Smith‑Gomez, Kantor, Brynelsen .
- Independence: Board determined Kantor is independent under Nasdaq Listing Rules .
- Attendance and engagement: In 2024, the Board met 8 times; Audit met 11 times; Compensation met 4; Nominating met 8; all directors other than Mr. Taylor attended at least 75% of meetings; Audit held executive sessions at each regular meeting; Kantor attended the 2024 Annual Meeting .
- Risk oversight: Audit Committee oversees related‑party transactions, enterprise risk, cyber risk; Compensation Committee reviews risk in incentive arrangements; Nominating oversees governance/ethics .
Fixed Compensation
| Item | FY 2024 |
|---|---|
| Fees Earned / Paid in Cash ($) | $100,000 |
| Option Awards ($) | $0 |
| Notes | Company pays annual cash retainers for Board and committee service; details of program not fully determined |
Performance Compensation
| Performance Metric | Status/Disclosure |
|---|---|
| Equity awards to directors (RSUs/PSUs) | Company intends to grant annual restricted stock to non‑employee directors; specific grant amounts/metrics not yet determined |
| Clawback | Awards under the 2023 Equity Incentive Plan subject to clawback policy required by listing standards and applicable law |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Teknor Apex Company | Private | Director | None disclosed with COCH value chain |
| Guest Services Inc. | Private | Director; Audit Chair | None disclosed with COCH value chain |
- No current public company directorships disclosed for Kantor .
Expertise & Qualifications
- CPA (Massachusetts); BS in Accounting & Business Administration (Grove City College) .
- Deep experience in global finance, tax, treasury, risk, compliance, technology enablement; extensive audit background; M&A execution (PRTM sale to PwC) .
- Designated audit committee financial expert; seasoned audit chair .
Equity Ownership
| Metric | Apr 10, 2025 | Oct 2, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 118,252 | 110,440 |
| Ownership % of Class A | <1% | <1% |
| Options included (shares) | 40,365 | 32,553 |
| Direct/indirect holdings | Not itemized | 77,887 shares via revocable trust |
- Insider trading policy prohibits directors from margining COCH securities and from engaging in hedging/monetization transactions (e.g., collars, swaps) .
- Section 16 compliance: Company reports all insiders filed timely in 2024 except late Forms 4 for Glen Taylor and Anzu SPAC GP I LLC; no exceptions noted for Kantor .
Governance Assessment
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Strengths:
- Financial expertise and long audit chair tenure enhance oversight of reporting, controls, and related‑party transactions .
- Active committee engagement; Audit executive sessions each meeting; attendance at annual meeting signals engagement .
- Independence affirmed; serves on governance committee, supporting board process quality .
-
Alignment and incentives:
- 2024 director pay for Kantor was entirely cash ($100,000); no disclosed equity grants in 2024; company intends to institute annual restricted stock grants for directors, but specifics are TBD—current alignment relies on personal share ownership and options .
-
Related‑party exposure (Board oversight required):
- COCH has multiple financings and a facility lease with entities controlled by Glen A. Taylor (controlling shareholder), including $10M notes in Feb 2024, Aug 2024, and $5M drawn in Mar 2025, all with warrants; headquarters lease with Taylor Corporation—Audit Committee reviews related‑party transactions .
- Taylor beneficially owned ~55.8% (Apr 10, 2025) and ~51.8% (Oct 2, 2025) of Class A; a Voting and Warrant Extension Agreement obligates the Taylor parties to vote in favor of certain Nasdaq compliance proposals through Dec 31, 2028 if unanimously approved by the Board—both concentration of control and voting commitments warrant heightened independence vigilance .
RED FLAGS
- Controlling shareholder with extensive related‑party debt financing and facility lease; requires strong Audit Committee oversight to mitigate conflict risk .
- Director equity alignment not yet implemented (no 2024 equity grants disclosed for Kantor), though ownership and options provide some alignment; future RSU program specifics and performance linkage remain undefined .
- Dilution risk from warrants and private placements (e.g., September 2025 warrants and placement agent warrants) elevates governance scrutiny on capital allocation and shareholder protections .
- Net view: Kantor’s audit expertise and independence are positives for board effectiveness amid a complex capital structure and significant related‑party transactions. Monitoring implementation of director equity grants, continued rigorous review of related‑party dealings, and transparent disclosure of committee fee structures and ownership guidelines would further support investor confidence .