Anne M. Smalling
About Anne M. Smalling
Anne M. Smalling, age 60, is an independent director of Cantaloupe, Inc., serving since April 2020. She is President & Managing Partner of HM International, LLC, bringing operational expertise in strategic planning, financing, M&A, and oversight across diversified operating businesses. She chairs the Nominating & Corporate Governance (NCG) Committee and is a member of the Audit & Risk Committee. Education: B.S. in Developmental Psychology, Cornell University (1987); MBA, Harvard Business School (1992) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Windsor Quality Food Company | Chairman | 2004–2014 | Led a leader in frozen food manufacturing |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| HM International, LLC | President & Managing Partner | Current | Oversight of operating businesses; strategic planning, financing, M&A |
| Quality Sausage Company, LLC | Chair of Board | Current | — |
| American Innovations | Chair of Board | Current | — |
| Igasamex, S. de R.L. de C.V. | Director | Current | — |
| Garrison Brothers | Director | Current | — |
| Organicare | Director | Current | — |
| The Savings Group | Director | Current | — |
| Other public company directorships | — | None | “Other Public Directorships: —” in director slate |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Smalling is independent .
- Board leadership: Independent Non‑Executive Chair (Douglas G. Bergeron); separation of Chair/CEO .
- Committee assignments (FY2025): NCG Chair (meetings: 4); Audit & Risk member (meetings: 11) .
- Attendance: Board and committees collectively held 31 meetings in FY2025; each director attended at least 75% of meetings and all directors attended the 2025 Annual Meeting .
- Executive sessions: Independent directors meet regularly, no less than twice per year .
- ESG oversight: NCG oversees ESG policies, practices, goals and programs .
| Committee | Role | Members | FY2025 Meetings |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | Anne M. Smalling (Chair), Lisa P. Baird, Jacob Lamm | 4 |
| Audit & Risk | Member | Shannon S. Warren (Chair), Ellen Richey, Anne M. Smalling | 11 |
Fixed Compensation
| Component (FY2025) | Amount | Detail |
|---|---|---|
| Cash fees (Smalling) | $57,500 | Fees earned or paid in cash |
| Equity grant (Smalling) | $100,000 | Grant-date fair value of RSUs |
| Total (Smalling) | $157,500 | FY2025 director total |
Director program structure:
- Additional annual cash retainers: Chair of Board $35,000; Audit Chair $25,000; Compensation Chair $10,000; NCG Chair $7,500; Finance Chair $10,000. No meeting fees and no non‑chair committee retainers .
- Annual RSUs: Non‑employee directors eligible for annual RSU grants of ~$150,000, vesting on first anniversary; each director received 19,157 RSUs on May 12, 2025 (prorated vesting on separation by quarter) .
Performance Compensation
| Award Type | Grant specifics | Vesting | Notes |
|---|---|---|---|
| RSUs (director annual) | 19,157 RSUs granted May 12, 2025 | Time‑based; first anniversary; prorated per completed calendar quarter if separated | Program target ~$150,000 in value |
| Stock options (legacy grant) | 120,000 options granted May 6, 2020 | 25% on first anniversary; remaining 75% in equal quarterly installments over three years | Exercise price $6.49 per share |
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Compensation Committee interlocks | None requiring Item 404 disclosure in FY2025 |
| Related-party transactions (board review) | Audit & Risk Committee must pre‑approve Item 404 related‑party transactions; policy prohibits entering >$120,000 transactions without Audit Committee consent |
| Specific related-party exposures | One consulting relationship disclosed for director Michael K. Passilla (Optimized Payments); Board determined no material interest; $0.2M paid in FY2025 and FY2024. No related‑party disclosures involving Smalling |
Expertise & Qualifications
- Operational leadership across industries, strategic planning, financing, acquisitions/divestitures; board oversight experience .
- Academic credentials: Cornell B.S. (1987), Harvard MBA (1992) .
Equity Ownership
| Holder | Beneficial Shares | % of Class | As of |
|---|---|---|---|
| Anne M. Smalling | 198,319 | <1% | September 25, 2025 |
Program-level alignment:
- Director stock ownership guidelines: Non‑employee directors must own ≥5× annual cash retainer; five‑year compliance period; all directors in compliance or grace period as of proxy date .
- Anti‑hedging: Employees, officers, and directors prohibited from hedging/shorting company securities .
- Clawback: Nasdaq‑compliant policy adopted October 2023 for recovery of erroneously awarded incentive compensation (applies to Section 16 officers; enforced irrespective of misconduct) .
Governance Assessment
- Committee leadership and independence: Smalling’s role as NCG Chair and Audit member positions her at the center of governance policy, ESG oversight, independence determinations, and compliance/controls—enhancing board effectiveness .
- Attendance and engagement: Robust FY2025 cadence (31 total meetings) with required attendance thresholds met and annual meeting participation—supporting director engagement .
- Alignment and incentives: Director equity grants (RSUs) and legacy options, paired with ownership guidelines and anti‑hedging, promote long‑term alignment; program avoids meeting fees and emphasizes equity over cash .
- Conflicts/related parties: No Item 404 related‑party transaction disclosures involving Smalling; Audit Committee policy provides strong pre‑approval and oversight for any potential conflicts .
- Shareholder sentiment: Prior year say‑on‑pay support >98% indicates constructive investor feedback on compensation governance; while focused on NEOs, it reflects broader pay‑for‑performance alignment context .
- RED FLAGS: None disclosed regarding Smalling—no related‑party transactions, no hedging/pledging, no attendance shortfalls, and no option repricing allowed without shareholder approval .