Colleen Cunningham
About Colleen Cunningham
Colleen Cunningham (age 62) is an independent director of CYN, serving since September 2021 with a current term expiring in 2027. She is Chair of the Audit Committee, a designated “audit committee financial expert,” and serves on the Compensation and Nominating & Corporate Governance Committees; she holds a B.A. in economics from Rutgers University and an MBA in management from NYU Stern .
Past Roles
| Organization | Role | Tenure | Notes / Impact |
|---|---|---|---|
| Zoetis, Inc. | Senior Vice President & Corporate Controller | 2012–2018 | Corporate reporting leadership |
| Resources Connection, Inc. | Global Managing Director | 2007–2012 | Consulting leadership |
| Financial Executives International (FEI) | President & Chief Executive Officer | 2003–2007 | Led FEI; governance and reporting advocacy |
| Havas Advertising, North America | Chief Financial Officer | 2001–2003 | Finance leadership |
| AT&T, Inc. | Chief Accountant | 1999–2001 | Accounting policy leadership |
| AT&T, Inc. | Division Manager, Accounting Policy & External Reporting | 1995–1999 | External reporting oversight |
| AT&T Capital Corporation | Assistant Controller | 1988–1995 | Controllership experience |
| Touche Ross/Coopers & Lybrand | Senior Auditor | 1984–1988 | Audit foundation |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Northstar Pet Rescue | Board Member & Treasurer | 2017–present | Treasurer responsibilities |
| U.S. Chamber of Commerce | Financial Reporting Committee Member | 2015–2018 | Financial reporting policy input |
| FEI | Committee on Corporate Reporting Member | 2012–2018 | Corporate reporting standards |
| AICPA | International Issues Conference Committee Member | 2007–2012 | Accounting policy and international issues |
| Ethics Resource Center | Board Member; Chair, Finance Committee | 2005–2009 | Ethics oversight and finance |
| Pennsylvania State University | Accounting Department Advisory Board Member | 2005–2018 | Academic advisory role |
| IASB & FASB | SAC and Advisory Committee Member | 2003–2007 | Standard-setting advisory roles |
Board Governance
| Attribute | Detail |
|---|---|
| Board composition | 4 members; 3 independent directors (Macleod, Cunningham, McDonnell) and CEO/Chair Tal |
| Independence | Board determined Cunningham is “independent” under Nasdaq Rule 5605(b)(1) |
| Lead Independent Director | James McDonnell |
| Committees | Audit (Chair: Cunningham), Compensation (Chair: Macleod; members Cunningham, McDonnell), Nominating & Corporate Governance (Chair: McDonnell; members Cunningham, Macleod) |
| Audit committee financial expert | Cunningham designated under SOX 407 / Item 407(d)(5) |
| Meetings & attendance (FY2024) | Board met 8 times; each director attended >75% of Board meetings; Audit met 4 times; each member >75% attendance |
| Executive sessions | Independent directors meet regularly in executive session |
Fixed Compensation
| Component (Policy) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer (independent directors) | 35,000 | Paid in cash |
| Audit Committee Chair fee | 20,000 | Additional cash for chair role |
| Compensation Committee Chair fee | 15,000 | Additional cash for chair role |
| Nominating & Governance Chair fee | 15,000 | Additional cash for chair role |
| Lead Independent Director fee | 15,000 | Additional cash for role |
| FY2024 Director | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Colleen Cunningham | 55,417 | 5,608 | — | 56,025 |
Performance Compensation
| Award Type | Grant Timing | Grant Value ($) | Vesting |
|---|---|---|---|
| Initial RSU award (independent directors) | May 1 of each fiscal year | 270,000 | Vests monthly over 3 years |
| Annual RSU award (independent directors) | May 1 of each fiscal year | 180,000 | Vests in full 1 year from grant |
- No performance-based metrics (e.g., PSUs, TSR, EBITDA) are described for director equity; proxy details RSUs only, with no performance criteria disclosed .
Expertise & Qualifications
- Designated audit committee financial expert; extensive senior finance roles (Zoetis SVP Controller; Havas CFO; AT&T Chief Accountant) .
- Education: B.A. in Economics (Rutgers); MBA in Management (NYU Stern) .
- Deep involvement in accounting standards and corporate reporting bodies (IASB SAC, FASB Advisory, FEI CCR) .
Equity Ownership
| Holder | Common Stock Beneficially Owned | Percentage of Common Stock | Detail (footnote) |
|---|---|---|---|
| Colleen Cunningham | 10 | <1% | Includes 9 shares directly and 1 option exercisable within 60 days |
Other Directorships & Interlocks
- The proxy biography lists non-profit and advisory roles and does not list any current public company directorships beyond CYN; no interlocks with CYN competitors/suppliers/customers are disclosed in the proxy .
Governance Assessment
- Strengths: Independent director; Audit Committee Chair and designated financial expert; regular executive sessions and committee charters; explicit related-party transaction oversight with no >$120k related-party transactions reported since prior fiscal year .
- Alignment: Beneficial ownership is minimal (10 shares; <1%), with only 1 option counted within 60 days—skin-in-the-game appears limited, which can dampen alignment with shareholder outcomes .
- Compensation signals: Reported FY2024 stock award value ($5,608) is far below stated policy of an annual $180,000 RSU grant and $270,000 “initial” RSU award—an inconsistency worth monitoring for grant timing/proration or policy changes; cash fees reflect Audit Chair responsibilities (cash $55,417) .
- Structure risk: CEO also serves as Chair of the Board; while a Lead Independent Director is appointed, combined CEO/Chair can constrain independent oversight—mitigated by committee independence and LID role .
- Engagement: Board and audit committee attendance exceeded the >75% threshold; independent directors meet in executive session—supportive of oversight effectiveness .
RED FLAGS
- Very low realized/reported director stock award value versus stated RSU policy suggests potential deviation or proration—investors should seek clarity on grant timing, share counts, and fair value methodology .
- Minimal personal shareholdings (<1%) may signal weak ownership alignment, especially in a micro-cap context .
- Combined CEO/Chair role introduces governance concentration risk despite LID mitigation .