Di-Ann Eisnor
About Di-Ann Eisnor
Di-Ann Eisnor (age 52) is a Class I independent director of CXApp (CXAI), serving since the SPAC predecessor KINS in August 2020 and continuing with CXApp following the March 2023 merger; her current board term expires at the 2027 annual meeting . She is a technology and growth executive—Co‑Founder/CEO of Crews by Core since November 2019—with prior senior roles at Waze/Google; she holds a bachelor’s in Studio Art and Business Administration from NYU and is a 2014 Henry Crown Fellow (Aspen Institute) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The We Company | Executive, Cities Platform | Feb–Oct 2019 | Urban platform development leadership |
| Waze / Google | Executive roles (Platform, Growth, Urban Systems, Partnerships, Marketing; US/LATAM/SE Asia expansion) | ~10+ years (prior to 2019) | Scale-up leadership; partnerships; geographic expansion |
| Platial Inc. | Co‑Founder & CEO | Prior to Waze | User-generated cartography; CEO experience |
External Roles
| Organization | Role | Public/Private | Tenure/Notes |
|---|---|---|---|
| Saia, Inc. (NASDAQ: SAIA) | Director | Public | Current board member |
| Marquette Transportation Company | Director | Private | Current board member |
| Obvious Ventures | Venture Partner | Private | Ongoing |
| Neighborhood Start Fund | Co‑Founder (with Lupe Fiasco) | Private/non-profit | Micro-fund in underserved neighborhoods |
Board Governance
- Classification and tenure: Class I director; term expires at 2027 annual meeting .
- Independence: Board determined all directors other than CEO Khurram Sheikh are independent under Nasdaq standards; no family relationships among directors/executives .
- Committee assignments and roles:
- Compensation Committee: Member and Chair (✓✓) .
- Audit Committee: Member .
- Nominating & Corporate Governance Committee: Member .
- Attendance and engagement: In 2024 the Board held 18 meetings (including committees); each member attended at least 75% of the meetings of the Board/committees they served; all five directors attended the 2024 annual meeting .
- Executive sessions: Outside directors meet in executive session periodically; chaired by Audit Committee Chair Shanti Priya .
- Hedging/pledging policy: Directors prohibited from hedging/short sales/derivatives; pledging and margin accounts are prohibited .
- Lead independent director: Board may consider appointing a lead independent director if circumstances warrant; currently not specified .
Committee Matrix
| Director | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| Di‑Ann Eisnor | ✓ | ✓✓ (Chair) | ✓ |
✓✓ Chair
Fixed Compensation (Director)
| Year (Service Period) | Cash Fees ($) | Equity Grants ($) | Total ($) |
|---|---|---|---|
| 2024 | 25,000 | 200,001 | 225,001 |
- Director Compensation Policy notes no annual cash compensation contemplated; however, 2024 table reports $25,000 fees for each outside director—monitor for policy updates or meeting/committee fees creating cash components .
Performance Compensation (Director)
| Grant Type | Grant Date | Shares/Units | Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSU (annual award to outside directors) | Aug 26, 2024 | 94,787 shares | Included in 2024 stock awards $200,001 | Time-based; vests on annual anniversary with continued service | None disclosed for director RSUs (time-based only) |
| Plan constraints | N/A | N/A | N/A | N/A | Outside Director aggregate annual limit $500,000 (grant-date fair value plus cash fees) |
The company’s Incentive Plan allows performance units/shares generally, but director RSU awards are disclosed as time-based; no director-specific performance metrics (e.g., TSR, EBITDA) are disclosed .
Other Directorships & Interlocks
| External Company | Industry Overlap/Interlock | Notes |
|---|---|---|
| Saia, Inc. | No CXAI-related transactions disclosed | Public LTL trucking; no related-party transactions with CXAI disclosed |
| Marquette Transportation | No CXAI-related transactions disclosed | Private marine transport; no related-party transactions disclosed |
- Related-party/Item 404 review: Audit Committee pre-approves related party transactions; none involving directors/executives or immediate family members requiring Item 404 disclosure were reported .
Expertise & Qualifications
- Growth/technology operating executive with global expansion experience at Waze/Google; partnerships, platform development, marketing .
- Founder/CEO experience (Platial; Crews by Core) relevant to product-led growth and software operations .
- Education: BA in Studio Art and Business Administration, NYU; Aspen Institute Henry Crown Fellow; Aspen Global Leadership Network member .
- Governance skills: Compensation chair responsibilities include CEO/NEO pay oversight, pay-for-performance program design, equity plan administration, and director remuneration oversight .
Equity Ownership
| Holder | Beneficial Shares (#) | % of Shares Outstanding | Options Outstanding (#) | RSUs Outstanding (#) | Pledged as Collateral |
|---|---|---|---|---|---|
| Di‑Ann Eisnor | 93,162 | <1% (Company disclosure) | 0 | 114,787 | None; pledging prohibited and none reported |
- Shares outstanding: 19,805,784 as of April 17, 2025 (for context on ownership) .
- RSU vesting profile: time-based; annual anniversary; service-contingent .
- Derivatives: Directors prohibited from short sales, options, collars, swaps; no margin accounts; enhances alignment .
Governance Assessment
-
Strengths:
- Independent director with broad tech and scaling credentials; multi-committee service and chairing Compensation Committee signal governance trust and engagement .
- Attendance threshold met; full annual meeting attendance; periodic executive sessions indicate healthy independent oversight .
- Equity-heavy director pay mix (≈89% stock; $200,001 equity vs $25,000 cash) aligns incentives with shareholder value; outside director award cap ($500k) contains pay inflation .
- Robust anti-hedging/pledging policy; no related-party transactions reported—reduces conflict risk .
-
Watch items / potential red flags:
- Policy vs practice: The Director Compensation Policy states no annual cash compensation, yet 2024 compensation includes $25,000 cash fees; monitor for formal policy updates and justification (committee/meeting fees) to avoid inconsistency signals .
- Combined Chair/CEO structure persists; Board may consider appointing a lead independent director but none specified—maintain focus on independence safeguards and executive-session rigor .
-
Implications for investors:
- As Compensation Chair, Eisnor influences CEO/NEO pay design and equity plan funding; track year-over-year changes to cash/equity mix, any discretionary awards, and performance tethering for executives to gauge pay-for-performance discipline .
- Ownership remains below 1%; alignment reliant on unvested RSUs; monitor future grants, vesting, and any movement toward stock ownership guidelines if adopted in future .