James McDonnell
About James McDonnell
James McDonnell (age 70) is an independent director at Cyngn Inc. (CYN) serving since September 2021; he is the Board’s Lead Independent Director and Chair of the Nominating & Corporate Governance Committee . He holds a BS in Electrical Engineering from Villanova University and brings four decades of commercial leadership across GE, Hewlett-Packard, Intermec, Honeywell, and Vispero .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vispero | SVP, Sales & Marketing | 2017–2022 | Led commercial strategy in assistive technology |
| Honeywell | VP, Sales | 2013–2017 | Industrial/automation go-to-market leadership |
| Intermec | SVP, Sales & Marketing | 2010–2013 | Enterprise mobility/computing commercial leadership |
| Hewlett-Packard | Senior VP; various sales/marketing leadership roles | 1983–2009 | Scaled global enterprise hardware/software businesses |
| General Electric | Early career | 1977–1983 | Engineering/commercial foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Asetek (public company) | Director | 2014–2019 | Board-level oversight (committee roles not disclosed) |
Board Governance
- Independence and leadership: The Board determined McDonnell is independent under Nasdaq rules; he serves as Lead Independent Director .
- Committee roles: Member, Audit and Compensation Committees; Chair, Nominating & Corporate Governance Committee .
- Attendance and engagement: Board met eight times in FY2024; each director and audit committee member attended over 75% of meetings. In FY2023, directors and audit committee members attended 100% of meetings, underscoring strong engagement .
- Election history (signal of investor support): In 2023, McDonnell was elected Class II director through 2026 with 18,052,871 votes “For,” 713,785 “Withheld,” and 3,830,744 broker non-votes .
| Committee | Composition | McDonnell’s Role |
|---|---|---|
| Audit Committee | Cunningham (Chair), Macleod, McDonnell | Member |
| Compensation Committee | Macleod (Chair), Cunningham, McDonnell | Member |
| Nominating & Corporate Governance | McDonnell (Chair), Macleod, Cunningham | Chair |
Fixed Compensation
- Cash retainers: Independent director annual retainer $35,000; Committee chair fees—Audit $20,000, Compensation $15,000, Nominating & Governance $15,000; Lead Independent Director premium $15,000 .
- 2024 actuals for McDonnell:
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $60,000 | $55,000 |
| Stock Awards (Grant-date fair value) | $47,399 | $5,608 |
| Total | $107,399 | $60,608 |
Performance Compensation
- Director equity structure:
- Initial RSU award: $270,000 granted May 1 each fiscal year; vests monthly over 3 years .
- Annual RSU award: $180,000 granted May 1; vests fully after one year .
- Performance metrics tied to director compensation: Not disclosed (RSUs are time-based) .
| Equity Component | Grant Date | Vesting | Amount |
|---|---|---|---|
| Initial RSU | May 1 (annual) | Monthly over 3 years | $270,000 |
| Annual RSU | May 1 (annual) | 1-year cliff | $180,000 |
| Options | Not in director comp schedule for 2024 | — | — |
Other Directorships & Interlocks
- Current public company directorships: None disclosed beyond Cyngn .
- Prior public board: Asetek (2014–2019) .
- Interlocks with competitors/suppliers/customers: Not disclosed .
Expertise & Qualifications
- Domain expertise: Enterprise hardware/software sales and industrial automation; prior leadership across HP, Intermec, Honeywell, and assistive tech at Vispero .
- Board skills: Governance leadership as Lead Independent Director and Nominating Chair; cross-industry commercial acumen .
Equity Ownership
| Metric | As of May 6, 2024 | As of Oct 14, 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 119,374 (includes 106,788 common; 2,718 RSUs vesting <60 days; 9,868 options exercisable <60 days) | 10 (includes 9 common; 1 option exercisable <60 days) |
| % of Shares Outstanding | <1% (141,542,715 shares outstanding) | <1% (7,974,380 shares outstanding) |
| Pledged/Hedged Shares | Not disclosed | Not disclosed |
| Ownership Guidelines (directors) | Not disclosed | Not disclosed |
Governance Assessment
-
Strengths
- Independent leadership: Lead Independent Director with chair role on Nominating & Governance; broad experience across industrial/commercial tech sectors .
- Committee coverage: Member of Audit and Compensation; governance chair—supports board effectiveness and succession/skills planning .
- Attendance: Strong engagement—100% attendance in 2023; over 75% in 2024 for Board and Audit Committee .
- Conflict oversight: Audit Committee reviews related-party transactions; no related-party transactions >$120,000 disclosed for the latest periods .
-
Alignment and pay structure
- Director pay includes time-based RSUs (initial and annual grants), which supports ownership, though performance-linked metrics for directors are not disclosed .
- Beneficial ownership declined materially by 2025 (likely reflecting corporate actions and share count changes); current holdings remain <1% of outstanding, limiting “skin-in-the-game” optics .
-
RED FLAGS
- Low direct ownership: McDonnell’s reported beneficial ownership in 2025 is minimal (10 shares and 1 option exercisable within 60 days), signaling limited direct equity alignment post corporate share changes .
- No disclosed performance metrics for director equity: RSU grants appear time-based without disclosed performance criteria (e.g., TSR or operational KPIs) .
- Stock ownership guidelines for directors: Not disclosed, leaving ambiguity around required ownership multiples and compliance .
Related Party & Independence
- Related party transactions: None requiring disclosure (> $120,000) reported for the latest fiscal periods .
- Independence: Board unanimously determined McDonnell is independent under Nasdaq rules .
Election & Shareholder Signals
| Item | Result |
|---|---|
| 2023 Annual Meeting—Election of Class II Directors | McDonnell elected through 2026: For 18,052,871; Withheld 713,785; Broker non-votes 3,830,744 |
| Annual Meeting attendance policy | Board members not required to attend the Annual Meeting |
Overall, McDonnell’s governance footprint—Lead Independent Director, Nominating Chair, cross-committee membership, and consistent attendance—supports board oversight quality. However, minimal current beneficial ownership and lack of disclosed performance-linked director equity metrics may temper perceived alignment from an institutional governance lens .