Karen Macleod
About Karen Macleod
Independent director at Cyngn Inc. since July 2021; age 61 as of the 2025 proxy, with a BA in Business Economics from UC Santa Barbara . The Board determined she is independent under Nasdaq rules, and her background spans audit committee work and senior leadership in professional services . She continues as a Class II director with her current term expiring in 2026 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Arete Group, LLC | Founder & CEO | 2015–2021 | Entrepreneurial leadership; governance experience |
| Tatum (Randstad Holdings NV) | President | 2011–2014 | Oversaw operations and performance improvement |
| Resources Connection, Inc. (RGP) North America | President | 2004–2009; joined 1996 | Public company experience; prior board service |
| Deloitte | Senior Manager | 1985–1994 | Audit/accounting expertise foundational to committee work |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Track Group Inc. (OTCQX: TRCK) | Director; Audit Committee Chair | Since 2016 | Financial oversight; audit leadership |
| Lakeland Hills YMCA | Executive Committee; Chair of Finance | Since 2020 | Nonprofit finance governance |
| FWA of New York | Director; Audit Committee member | 2018–2021 | Governance and audit participation |
| RGP (NASDAQ: RGP) | Director | 1998–2009 | Public board experience |
| Overland Solutions | Director | 2006–2013 | Board governance |
Board Governance
- Independence: The Board unanimously determined Macleod is independent under Nasdaq Rule 5605(b)(1) .
- Committee assignments and chair roles:
- Compensation Committee Chair; member of Audit; member of Nominating & Corporate Governance .
- Audit Committee comprised of Macleod, Cunningham (Chair; audit committee financial expert), and McDonnell .
- Lead Independent Director: James McDonnell .
- Attendance and engagement:
- FY2023: Board met 8 times; each director attended 100% of Board and Audit meetings .
- FY2024: Board met 8 times; each director attended over 75% of Board and Audit meetings .
- Executive sessions: Independent directors meet regularly in executive sessions .
- Board structure: Classified board with staggered 3-year terms; Macleod is Class II, term expires 2026 .
Committee Roles Table
| Director | Audit Committee | Compensation Committee | Nominating & Corporate Governance |
|---|---|---|---|
| Karen Macleod (Independent) | Member | Chair | Member |
| Colleen Cunningham (Independent) | Chair | Member | Member |
| James McDonnell (Independent) | Member | Member | Chair |
Fixed Compensation
| Component | FY2024 Schedule | FY2025 Schedule | Notes |
|---|---|---|---|
| Annual cash retainer (independent directors) | $35,000 | $35,000 | Consistent year-over-year |
| Audit Committee Chair fee | $20,000 | $20,000 | Applies to Cunningham, not Macleod |
| Compensation Committee Chair fee | $15,000 | $15,000 | Applies to Macleod |
| Nominating & Governance Chair fee | $10,000 | $15,000 | Increased in 2025 (McDonnell) |
| Lead Independent Director fee | $15,000 | $15,000 | Applies to McDonnell |
Performance Compensation
| Equity Component | Grant Timing | Grant Value | Vesting | Notes |
|---|---|---|---|---|
| Initial RSU award (independent directors) | May 1 each fiscal year | $270,000 | Monthly over 3 years | Time-based; no performance metrics disclosed |
| Annual RSU award (independent directors) | May 1 each fiscal year | $180,000 | 1-year cliff | Time-based; no performance metrics disclosed |
No director performance metrics (e.g., EBITDA, TSR) tied to these equity grants are disclosed; awards appear time-based .
Actual Director Compensation (Macleod)
| Metric | FY2023 | FY2024 |
|---|---|---|
| Cash fees ($) | $50,000 | $50,417 |
| Stock awards ($) | $47,399 | $5,608 |
| Total ($) | $97,399 | $56,025 |
Other Directorships & Interlocks
| Company | Listing | Role | Committee |
|---|---|---|---|
| Track Group Inc. | OTCQX: TRCK | Director | Audit Committee Chair |
| RGP (Resources Connection, Inc.) | NASDAQ: RGP | Former Director | — |
| Overland Solutions | Private | Former Director | — |
| FWA of New York | Non-profit | Former Director | Audit Committee member |
| Lakeland Hills YMCA | Non-profit | Executive Committee | Chair of Finance |
Expertise & Qualifications
- Finance and audit expertise from Deloitte and multiple audit committee roles; Board notes audit committee experience qualifies her for service .
- Senior operating roles in professional services (Resources Connection, Tatum) indicating governance and compensation oversight capability .
- Education: BA in Business Economics, UC Santa Barbara .
Equity Ownership
| As-of Date | Direct Shares | RSUs vesting within 60 days | Options exercisable within 60 days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|---|
| May 6, 2024 | 108,163 | 2,718 | 19,737 | 130,618 | 0.09% (141,542,715 shares outstanding) |
| Oct 14, 2025 | 9 | — | 2 | 11 | <1% (7,974,380 shares outstanding) |
No pledging/hedging disclosure; none indicated in proxies. Related-party transactions: none over $120,000 involving directors .
Governance Assessment
- Strengths:
- Independent status; multi-committee service (Audit, Nominating & Governance) and Compensation Committee chair role support board effectiveness .
- Prior audit committee chair experience at Track Group underscores financial oversight capability .
- Board attendance strong: 100% in 2023, >75% in 2024; active engagement evidenced by regular executive sessions .
- Watch items:
- As Compensation Chair, oversight of significant equity plan changes (increase in authorized shares under the 2021 Plan in 2025) which can dilute shareholders; investors may scrutinize calibration of equity usage and award discipline .
- Reported stock award value to directors fell sharply in FY2024 vs FY2023, likely impacted by corporate actions; clarity on future equity grant sizing and dilution monitoring would aid confidence .
- Conflicts/Related-party exposure: None disclosed; audit committee oversees related party transaction review .
- Leadership balance: Lead Independent Director structure in place; Compensation, Audit, and Nominating chairs are independent .
RED FLAGS
- None disclosed regarding legal proceedings, related-party transactions, tax gross-ups, or option repricings for directors . Equity plan expansion is dilution-sensitive; monitor execution and burn rate .
Notes on Say-on-Pay and Shareholder Feedback
- Say-on-Pay results and shareholder proposal outcomes were not disclosed in the reviewed proxies; check Item 5.07 Form 8-K filings post-annual meetings for vote breakdowns (not included here) .