Joanna Burkey
About Joanna C. Burkey
Independent director since August 2024; age 50. Former Global CISO at HP Inc (2020–2023), with prior senior cybersecurity roles at Siemens AG and Siemens Americas; founder of Flat Rock Strategic Advisory LLC. Education: A.A. South Plains College; B.S. Computer Science & Mathematics, Angelo State University; NACD Directorship Certified; Qualified Technology Expert (Digital Directors Network); Certificate in Applied AI, Northwestern Kellogg School of Business. The Board cites her cybersecurity expertise as enhancing Board composition and skillset.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HP Inc | Global Chief Information Security Officer (CISO) | 2020–2023 | Led enterprise cyber defense; executive leadership on security posture |
| Siemens AG | Deputy CCSO; Global Cyber Defense Head | 2018–2020 | Global cyber defense leadership |
| Siemens Americas | CISO | 2015–2018 | Regional CISO leadership |
| Flat Rock Strategic Advisory LLC | Founder | Since March 2024 | Advises boards/executives on cybersecurity and digital transformation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Beyond, Inc (NYSE: BYON) | Independent Director; Chair, Technology Committee | Since March 2023 | Technology oversight; cyber expertise; committee leadership |
| ReliabilityFirst Corporation | Independent Director; Chair, Finance & Audit Committee | Since May 2021 | Finance and audit leadership; grid reliability governance |
Board Governance
- Committee assignments: Audit Committee member (not chair); Audit Committee members are Burkey, Hamerslag, Hoops, Jessup (chair). All standing committees consist of fully independent directors.
- Independence: Board determined Burkey is an independent director under SEC/Nasdaq standards and Rule 10A‑3/10C‑1 considerations.
- Attendance: Board held six meetings in fiscal 2025; all directors other than two legacy directors attended 100% of aggregate Board and committee meetings on which they served—Burkey is among those with 100%.
- Executive sessions: Independent directors hold separate executive sessions at least twice per year.
- Lead Independent Director exists (Judd Jessup) given combined CEO/Chair structure; delineated responsibilities.
Fixed Compensation
| Component | Structure | FY2025 Actual (Burkey) |
|---|---|---|
| Board meeting fees (in-person) | $23,000 per in-person Board meeting | Included in $73,000 total cash fees |
| Board meeting fees (telephonic) | $1,000 per telephonic Board meeting | Included in $73,000 total cash fees |
| Committee meeting fees | $1,000 per in-person or telephonic committee meeting (if not in conjunction with a Board meeting) | Included in $73,000 total cash fees |
| Audit Chair retainer | $4,000 annual retainer plus $1,000 per meeting (Audit Chair only) | Not applicable (Burkey is not Audit Chair) |
| FY2025 total cash fees (Burkey) | — | $73,000 |
Performance Compensation
| Grant Date | Type | Shares | Exercise Price | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|---|
| Aug 1, 2024 | Initial onboarding stock options | 10,500 | Equal to FMV on grant date | 4 equal annual installments; first vests 12 months post grant | $545,036 |
| Aug 7, 2025 | Annual non-employee director stock options | 1,500 | $85.56 per share | 4 equal annual installments starting 12 months post grant | Not disclosed in proxy; Form 4 reports grant details |
- Plan terms applicable to directors: Awards under the 2025 Stock Incentive Plan are subject to clawback/recoupment per policy or law; repricing of options/SARs is prohibited without stockholder approval; in a change-in-control where awards are not assumed/substituted, non-employee director awards accelerate and become fully exercisable.
Other Directorships & Interlocks
- Public boards: Beyond, Inc (BYON) – Independent Director; Chair Technology Committee. No disclosed transactions with CRVL.
- Other boards: ReliabilityFirst Corporation – Independent Director; Chair Finance & Audit Committee.
- Internal interlock risk at CRVL: Compensation Committee members are Hoops (chair) and Jeffrey J. Michael; Michael is President/CEO of Corstar Holdings, beneficial owner of ~36.71% of CRVL (Corstar + personal holdings), and serves on CRVL’s Board—potential influence over pay decisions despite Board’s independence determination.
Expertise & Qualifications
- Cybersecurity leadership: 30 years in cybersecurity/technology, prior Global CISO at HP, senior security roles at Siemens; board-certified technology governance credentials (NACD DC, QTE).
- Technology and AI fluency: Applied AI certificate, Northwestern Kellogg.
- Governance credentials: Chairs tech committee at BYON and finance/audit at ReliabilityFirst; enhances Board oversight of cyber risk and digital transformation.
Equity Ownership
| Item | Amount | Date/Context |
|---|---|---|
| Common shares beneficially owned | 0 | As of March 31, 2025 |
| Options outstanding | 10,500 | As of March 31, 2025 |
| New options granted | 1,500 at $85.56 | Granted Aug 7, 2025 |
- Hedging/pledging: Company insider trading policy prohibits hedging transactions; no pledging by Burkey disclosed.
Board Governance Signals
- Positives: Independent director; 100% attendance; Audit Committee membership with fully independent committees; strong cyber expertise aligned to Board’s risk oversight of cybersecurity; insider hedging prohibited; awards subject to clawback; no related-party transactions disclosed involving Burkey or her advisory firm.
- Watch items / RED FLAGS:
- Compensation Committee interlock: Jeffrey J. Michael (large beneficial owner via Corstar) sits on the Compensation Committee—may raise investor concern about pay governance despite independence designation.
- Ownership alignment: As of FY2025, Burkey held no common shares; alignment is via options only (10,500 outstanding), with additional 1,500 options in Aug 2025—investors may prefer minimum stock ownership guidelines for directors (not disclosed).
- Combined Chair/CEO structure: Lead Independent Director mitigating, but some investors prefer separated roles.
Director Compensation (FY2025)
| Component | Burkey FY2025 | Notes |
|---|---|---|
| Cash fees | $73,000 | Based on $23,000 per in-person Board meeting; $1,000 per telephonic Board meeting; $1,000 per committee meeting (if not in conjunction with Board) |
| Option awards (grant-date fair value) | $545,036 | Initial onboarding grant of 10,500 options; 4-year annual vest; exercise price at grant FMV |
| Total | $591,036 | — |
Insider Trades (Form 4)
| Trade Date | Instrument | Quantity | Price | Vesting | Source |
|---|---|---|---|---|---|
| Aug 7, 2025 | Non-Qualified Stock Options | 1,500 | $85.56 | 4 annual installments starting 12 months after grant |
Governance Assessment
- Committee effectiveness: Audit Committee chaired by Jessup with members meeting Nasdaq/SEC independence; at least one audit committee financial expert (Hamerslag) designated—Burkey contributes cyber oversight to financial risk discussions.
- Independence and engagement: Independent status affirmed; strong attendance supports engagement.
- Compensation alignment: Director equity delivered as options (upside only if stock appreciates); change-in-control acceleration for directors is disclosed and typical; clawback applicable under 2025 Plan; no repricing permitted—generally shareholder-friendly terms.
- Conflicts/related parties: No related-party transactions involving Burkey; formal process for reviewing related-person transactions resides with Audit Committee.
- Overall: Burkey strengthens Board cyber risk oversight and shows high engagement; primary governance caution is the compensation committee interlock with a controlling shareholder representative, and lack of disclosed director stock ownership guidelines—investors may monitor ownership accumulation and comp governance practices.