Lisa P. Baird
About Lisa P. Baird
Independent director at Cantaloupe, Inc. since April 2020; age 64. Currently President and CEO of NextUp, with prior senior roles spanning sales, communications, marketing, and governance at the NFL, USOPC, NWSL, and Fortune 50 companies (IBM, GM, Bristol Myers, J&J, P&G). Education: A.B. in English (1982) and MBA (1984), Penn State (Smeal). Committees: Compensation and Nominating & Corporate Governance (NCG); independent under Nasdaq standards. Board is majority independent (8 of 9), with an independent Non‑Executive Chair.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| NFL; USOPC; NWSL; IBM; General Motors; Bristol Myers; Johnson & Johnson; Procter & Gamble | Senior executive responsibilities across sales, communications, marketing, and governance | — | Brand building and operating leadership across blue‑chip and sports properties |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| NextUp | President & CEO | Current | Leading non‑profit delivering learning programs/events to Fortune 500 companies |
| Alset AI Ventures Inc. (TSXV: GPUS) | Independent Director | Current | Public company directorship |
| Fox Racing | Independent Director | Prior | Company acquired by Vista Outdoor Inc. |
| Elite Sportswear, L.P. | Independent Director | Prior | Private company board role |
| Soundview Paper Company, LLC | Independent Director | Prior | Private company board role |
Board Governance
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance (NCG) Committee member (not a chair). FY2025 meetings: Compensation (5), NCG (4).
- Independence: Board determined all nominees independent except the CEO; Board leadership separated with an independent Non‑Executive Chair.
- Attendance and engagement: The Board and its committees held 31 meetings in FY2025; each director attended at least 75% of meetings; all directors attended the 2025 Annual Meeting. Independent directors meet in executive session regularly (no less than twice per year).
- Majority voting + resignation policy for directors in uncontested elections; proxy access and 20% special meeting right.
- Risk oversight distributed across committees (Audit & Risk; Compensation; NCG; Finance), with explicit cybersecurity, ERM, and compliance oversight.
Fixed Compensation (Director – FY2025)
| Component | Amount | Notes |
|---|---|---|
| Cash fees (retainer/committee service) | $50,000 | Paid to Lisa P. Baird |
| Additional chair fees | $0 | Baird is not a chair; chair fee schedule: Board Chair $35k; Audit Chair $25k; Compensation Chair $10k; NCG Chair $7.5k; Finance Chair $10k. No meeting fees; no member fees for non‑Chairs. |
| Total Cash | $50,000 | FY2025 |
Performance Compensation (Director – FY2025)
| Equity Type | Grant Date | Shares/Units | Grant‑Date Fair Value | Vesting / Terms |
|---|---|---|---|---|
| RSUs (annual non‑employee director grant) | May 12, 2025 | 19,157 | $100,000 | Vest on first anniversary of grant; prorated vesting upon separation by completed calendar quarter. |
| Stock Options (legacy grant) | May 6, 2020 | 120,000 | — | Exercise price $6.49; 25% vests at 1‑year anniversary, remaining 75% vests in equal quarterly installments over 3 years; prorated vesting upon separation by completed quarter. |
Director equity and vesting structure aligns pay with shareholder outcomes (annual RSUs; long‑dated options), with no meeting fees and modest cash retainers to emphasize equity alignment.
Other Directorships & Interlocks
- Current public company board: Alset AI Ventures Inc. (TSXV: GPUS). No disclosed interlocks or related‑party ties for Baird. Compensation Committee disclosed no interlocks/insider participation in FY2025.
- Related‑party review: Audit & Risk Committee must pre‑approve any related‑party transaction under Item 404; the company disclosed a vendor engagement tied to another director (Passilla) and determined no material interest; no Baird‑related transactions disclosed.
Expertise & Qualifications
- Core skills: Communications, marketing, sales, operating leadership, and brand building across major sports and Fortune 50 companies; Board lists skills like strategic planning, leadership, payments, and risk/compliance as core to overall board composition.
- Education: A.B. English (1982), MBA (1984), Penn State (Smeal).
Equity Ownership (Alignment)
| Holder | Beneficial Ownership (Common) | % of Class | Notes |
|---|---|---|---|
| Lisa P. Baird | 217,319 shares | * | As of Sept 25, 2025; “*” indicates less than 1% of outstanding. |
| Ownership guidelines (Directors) | 5x annual cash retainer | — | Five years to comply; all directors in compliance or in grace period as of proxy date. |
| Hedging/Pledging | Hedging prohibited | — | Company anti‑hedging policy prohibits hedging by directors; separate Nasdaq‑compliant clawback policy applies to Section 16 officers. |
Governance Assessment
- Independence and committee roles: Baird is an independent director serving on Compensation and NCG—key levers over pay, governance practices, and director nominations—supporting effective oversight during a period that includes a pending merger.
- Engagement and structure: Strong structural features—independent chair, majority independent board, regular executive sessions, majority voting policy—combined with documented attendance and active committee agendas, bolster board effectiveness.
- Pay alignment: Director pay is modest in cash with equity as the primary lever (annual RSUs; legacy options), consistent with alignment goals; no meeting fees and standardized chair retainers reduce potential conflicts.
- Conflicts/related‑party: No Baird‑specific related‑party exposures disclosed; compensation committee reported no interlocks or insider participation.
- Shareholder signals: Last Say‑on‑Pay support above 98% (FY2024 meeting), suggesting investor endorsement of pay practices and committee oversight; robust stock ownership guidelines add alignment.
- Policies: Anti‑hedging policy and a Nasdaq‑compliant clawback (for Section 16 officers) reflect shareholder‑friendly risk controls.
RED FLAGS: None disclosed specific to Baird (no attendance shortfalls, no related‑party transactions, no interlocks, no hedging). Continue to monitor Compensation Committee decisions, particularly through the merger process, for any shifts in equity or cash mix that could weaken alignment.