Shannon S. Warren
About Shannon S. Warren
Shannon S. Warren (age 56) is an independent director of Cantaloupe, Inc. (CTLP) since April 2020 and serves as Audit and Risk Committee Chair; she is designated an “audit committee financial expert” under SEC rules. Warren is owner/principal of SSW Consulting LLC, formerly Chief Control Officer of JPMorgan Chase (2012–2016) after prior corporate controller and finance roles at JPM since 2000; she holds a University of Michigan degree and is a CPA (inactive) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase & Co. | Chief Control Officer | 2012–2016 | Established Oversight & Control function; designed operational risk framework; managed global supervisory regulatory relationships |
| JPMorgan Chase & Co. | Corporate Controller & other finance roles | 2000–2012 | Accounting and financial reporting expertise; enterprise control oversight |
| SSW Consulting LLC | Owner & Principal | Current | Risk and finance advisory services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FirstKey Homes LLC | Board Member | Current | Single-family rental operator; governance role noted |
| Cerberus Operations & Advisory Co. | Competitiveness Council Member | Current | Council membership; advisory input |
| Brex, Inc. | Advisor | Current | Fintech risk/finance advisory |
| Azimuth GRC | Advisor | Current | Compliance advisory |
Board Governance
- Independence: Eight of nine CTLP directors are independent; Warren is independent and the Audit Committee’s financial expert .
- Chair roles: Warren chairs Audit & Risk; other independent chairs include Compensation (Passilla), NCG (Smalling), and Finance (Lamm) .
- Committee composition and cadence: Audit & Risk (Warren – Chair; Richey; Smalling) held 11 audit meetings in FY2025; Compensation held 5; NCG held 4; Finance held 4 .
- Attendance: Board and committees held 31 meetings in FY2025; each director attended at least 75% of meetings; all directors attended the 2025 Annual Meeting .
- Executive sessions: Independent directors meet in executive session not less than twice per year .
- Key oversight areas: Audit charter covers internal audit, financial reporting, compliance, related-party pre-approvals, and cybersecurity risk monitoring; charter last amended November 4, 2024 .
- Governance policies: Majority voting for directors with mandatory resignation policy, proxy access, over-boarding restrictions, anti-hedging policy, clawback policy compliant with SEC/Nasdaq (no excise tax gross-ups; no option repricing) .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Director cash fees | $75,000 | Includes Audit & Risk Chair retainer ($25,000); no meeting fees; monthly payments |
| Committee chair retainers | Audit Chair $25,000; Compensation Chair $10,000; NCG Chair $7,500; Finance Chair $10,000 | Warren receives Audit Chair retainer |
Performance Compensation
| Equity Element | Grant Details | Vesting | Grant Date Fair Value |
|---|---|---|---|
| Annual RSUs (non-employee directors) | 19,157 RSUs to each director serving May 12, 2025 | Cliff vest on first anniversary; prorated if separation by completed quarters | Program targets ≈$150,000 per director |
| FY2025 reported stock awards (Warren) | — | — | $100,000 |
| Legacy stock options (Warren) | 120,000 options granted May 6, 2020 | 25% at first anniversary; remainder in equal quarterly installments over 3 years after first anniversary | Strike price $6.49; options unexercised as of 6/30/2025 |
There are no director PSUs, performance options, or director-specific performance metrics disclosed; director equity is primarily time-based RSUs with legacy options .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Other public company boards | None disclosed for Warren |
| Private/non-profit boards and councils | FirstKey Homes LLC; Cerberus Operations & Advisory Co. Competitiveness Council; advisor to Brex, Inc. and Azimuth GRC |
| Related party transactions | No Warren-related transactions disclosed; Audit & Risk Committee pre-approves related-party transactions; only Passilla’s Optimized Payments relationship disclosed ($0.2M FY2025; $0.2M FY2024) and assessed immaterial |
Expertise & Qualifications
- Audit, financial reporting, internal controls, compliance, and operational risk leadership; designated audit committee financial expert .
- Payments and financial services exposure through JPMorgan; risk oversight including cybersecurity monitoring through Audit & Risk Committee charter .
- Education: University of Michigan; Certified Public Accountant (inactive) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Shannon S. Warren | 198,319 | <1% (*) | As of 9/25/2025; excludes Series A Preferred (none owned) |
| Outstanding director equity (Warren) | 120,000 options (granted 5/6/2020; $6.49 strike); 19,157 RSUs (granted 2025) | — | Ownership guidelines for directors require ≥5x annual cash retainer; directors in compliance or within grace period |
Governance Assessment
- Strengths: Independent audit chair with deep control/risk background and SEC “financial expert” designation; active committee cadence; robust related-party pre-approval; majority voting with mandatory resignation; anti-hedging; clawback compliant; no excise tax gross-ups; no option repricing .
- Alignment: Director equity (RSUs) and ownership guidelines (≥5x cash retainer) support shareholder alignment; Warren holds equity and options; company reports directors are compliant or within allowed grace periods .
- Attendance/engagement: Board/committee activity is high (31 total meetings); minimum 75% attendance achieved by all directors; executive sessions held regularly; directors engage with management and investors .
- Conflicts/red flags: No Warren-related party transactions disclosed; no delinquent Section 16 filings disclosed for Warren (late filings noted for certain officers only); no pledging/hedging by directors permitted; no director meeting fees or non-chair committee retainers (limits perquisites) .
RED FLAGS: None disclosed for Warren specifically (no related-party dealings, legal proceedings, hedging/pledging, or attendance issues noted) .