Robert Harcourt
About Robert R. Harcourt
Robert R. Harcourt (age 80) is an independent director of CODA, serving since June 2023. He is a certified public accountant with a BBA in Accountancy from Pace University and has completed coursework at Harvard University and Stanford University; his background spans auditing, financial management, and financial reporting, including roles with KPMG, the PCAOB, and expert consulting at Analysis Group and Cornerstone Research .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG | Audit/Advisory; Partner; later Consultant | 1967–2011; Consultant 2007–2011 | Senior leadership and audit experience |
| Public Company Accounting Oversight Board (PCAOB) | Associate Director, Division of Registrations and Inspections | 2011–2016 | Oversight of audit inspections |
| Analysis Group | Financial accounting and auditing expert (consulting to attorneys) | 2018–present | Expert testimony/consulting on accounting/reporting and audit procedures |
| Cornerstone Research | Financial accounting and auditing expert (consulting to attorneys) | 2018–present | Expert testimony/consulting on accounting/reporting and audit procedures |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Analysis Group | Consulting expert in financial accounting/auditing | 2018–present | Expertise supports legal/accounting matters |
| Cornerstone Research | Consulting expert in financial accounting/auditing | 2018–present | Expertise supports legal/accounting matters |
| Other public company boards | None disclosed | — | No other public directorships disclosed |
Board Governance
- Independence: The Board determined all directors were independent except the CEO (Annmarie Gayle) and Dr. McFadzean; Harcourt is independent under NASDAQ rules .
- Committees: Audit (member), Compensation (member), Nominating (member). Audit Committee chaired by Michael Hamilton; Compensation Committee chaired by Michael Hamilton; Nominating Committee membership includes Harcourt, Rouy-Poirier, and Hamilton (chair not specified for 2025). Historical 2024 Nominating Committee chair was G. Tyler Runnels .
- Meetings and attendance (FY ended Oct 31, 2024): Board met 4 times; Audit met 4; Compensation met 4; Nominating met 3. Each director attended all Board and applicable committee meetings for the periods served (100% attendance) .
- Audit Committee Report Engagement: Harcourt co-signed the Audit Committee Report recommending inclusion of audited financials in the 2024 Form 10-K .
- Board leadership: CEO serves as Chair; the Board does not designate a separate Lead Independent Director, asserting whole-board oversight processes instead .
Fixed Compensation
| Year (Fiscal, ended Oct 31) | Cash Retainer ($) | Committee/Chair Fees ($) | Meeting Fees ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 50,000 | — | — | 50,000 |
| 2023 | 16,667 | — | — | 66,667 |
Notes: 2023 includes stock awards in total; cash appears prorated given mid-year appointment in June 2023 .
Performance Compensation
| Year (Fiscal, ended Oct 31) | Stock Awards ($) | Award Type | Grant Date | Shares (#) | Grant-Date Fair Value ($) | Vesting/Metrics |
|---|---|---|---|---|---|---|
| 2024 | — (none for Harcourt) | — | — | — | — | Not disclosed |
| 2023 | 50,000 | Not specified | Not disclosed | Not disclosed | 50,000 | Not disclosed (no director-specific performance metrics revealed) |
- Company equity plans: CODA maintains 2017 and 2021 Stock Incentive Plans administered by the Compensation Committee; plan share pools and activity are disclosed at the company level (not director-specific) .
- Clawback: CODA adopted a Claw Back Policy effective September 7, 2023 to comply with Nasdaq Rule 5608 and Exchange Act Section 10D; applies to Covered Executives (not specifically directors) .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Compensation Committee interlocks | None; no member has been an employee; no executive officer of CODA serves on another entity’s board/comp committee with reciprocal service at CODA . |
| Other public boards (Harcourt) | None disclosed . |
Expertise & Qualifications
- Certified Public Accountant with extensive audit oversight, including PCAOB inspection leadership; deep financial reporting expertise .
- BBA in Accountancy (Pace University); further coursework at Harvard and Stanford supports continuous technical development .
- Board deems Harcourt highly qualified given auditing, financial management, and reporting background .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | Percent of Common Stock |
|---|---|---|
| Robert R. Harcourt | 6,273 | Less than 1% (based on 11,248,867 shares outstanding) |
- Pledging/hedging: No pledging or hedging by Harcourt disclosed; related-person transactions: none required to be reported .
- Options/RSUs: No director-specific option/RSU holdings for Harcourt disclosed in the proxy tables; only officer awards are detailed .
Governance Assessment
- Strengths: Independent status; multi-committee membership (Audit, Compensation, Nominating); 100% attendance; active engagement via Audit Committee Report; CPA credentials align with CODA’s need for strong financial oversight .
- Alignment: Harcourt received cash-only director compensation in 2024, with prior equity award in 2023; beneficial ownership stands at 6,273 shares (<1%), indicating some but limited “skin in the game” relative to outstanding shares .
- Conflicts/Red Flags: No related-party transactions requiring disclosure; no comp committee interlocks; Section 16(a) compliance generally monitored with no noted issues; no legal or SEC investigations disclosed tied to Harcourt .
- Board structure consideration: Combined CEO/Chair and absence of a Lead Independent Director may constrain independent leadership signals; mitigated by committee independence and full attendance, but remains a governance watchpoint for investors .