Kathleen Winters
About Kathleen Winters
Independent director since October 2021; age 57. Former CFO at Automatic Data Processing (2019–2021) and MSCI (2016–March 2019), with 14 years in financial leadership at Honeywell and earlier public accounting experience at PwC. BA from Boston College; Certified Public Accountant (inactive). Board class: Class III, current term expires at the 2027 annual meeting. We view her as a finance-savvy director with public company CFO credentials relevant to audit oversight and capital markets engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Automatic Data Processing, Inc. | Chief Financial Officer | 2019–2021 | Led global finance, represented company to investors/lenders/rating agencies; significant role in strategy, growth, operational effectiveness |
| MSCI, Inc. | Chief Financial Officer | 2016–March 2019 | CFO for provider of investment decision tools; capital markets and index-centric business model exposure |
| Honeywell International | Various financial leadership roles | 2002–2016 | 14 years of finance leadership at diversified industrial/tech company |
| PricewaterhouseCoopers LLP | Public accounting | Early career | Audit/accounting foundation in media/entertainment sectors |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| American Express Global Business Travel | Director | Current (as disclosed) | Not disclosed |
| Hartford Insurance Group | Director | Current (as disclosed) | Not disclosed |
Board Governance
- Independence: Board affirmatively determined Winters is independent under Nasdaq rules and independent for Audit Committee under Exchange Act Section 10A‑3 .
- Committee assignments: Audit Committee member; Board has determined she meets Nasdaq financial literacy and qualifies as an “audit committee financial expert” .
- Committee activity: Audit (8 meetings), HCM & Compensation (5), Nominating & Corporate Governance (4) during 2024 .
- Attendance: Board held 14 meetings in 2024; all directors attended at least 75% of Board/committee meetings during their service; only 1 of 9 then‑serving directors attended the 2024 annual meeting of stockholders .
- Executive sessions: Non‑management directors meet regularly; independent presiding director convenes sessions .
Fixed Compensation
- Policy: Non‑employee directors receive $50,000 annual cash retainer; Audit and HCM & Compensation chairs +$20,000; Nominating chair +$10,000; initial equity RSUs valued at $300,000 upon joining; annual RSUs valued at $175,000, vest on the earlier of one‑year anniversary or next annual meeting .
- 2024 actuals (Winters):
- Cash fees: $50,000 (paid to Winters Advisory Inc.)
- Stock awards (RSUs grant‑date fair value): $151,456
- Total: $201,456
- Unvested RSUs at 12/31/2024: 26,759
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Paid to Winters Advisory Inc. |
| Chair fees | $0 | Not a committee chair |
| Annual RSU award (FV) | $151,456 | Policy target $175,000; actual fair value varies by grant-date pricing |
| Total 2024 compensation | $201,456 | Cash + RSUs |
| Unvested RSUs (12/31/2024) | 26,759 | Time-vesting RSUs |
Performance Compensation
- Directors do not receive performance-based equity; non‑employee director grants are time‑vesting RSUs under the policy (no options; no PSUs) .
- No director performance metrics disclosed (e.g., ARR, EBITDA, TSR) for director pay .
Other Directorships & Interlocks
- Current public company boards: American Express Global Business Travel; Hartford Insurance Group .
- Sponsor influence on DH board: Advent and Spectrum Equity designate directors via nominating agreements; Winters is independent and not affiliated with these sponsors .
- Related-party exposure at DH (not Winters-specific): Master services agreement with Encora, majority-owned by Advent; ~$1.7M commitment over one year beginning November 2024 .
Expertise & Qualifications
- Audit/finance: Audit committee financial expert; CPA (inactive); broad CFO experience across tech, data, and financial services .
- Capital markets/IR: Led investor-facing finance functions at ADP and MSCI .
- Sector breadth: Experience in technology, analytics, and insurance/financial services via external boards .
Equity Ownership
- Beneficial ownership (as of April 1, 2025): 63,881 Class A shares; less than 1% ownership; no Class B shares .
- Unvested RSUs: 26,759 (12/31/2024) .
- Stock ownership guidelines: Non‑employee directors required to hold ≥3× annual cash retainer; 5‑year compliance period; directors must retain 25% of shares until compliant; as of 12/31/2024, all subject directors met required ownership levels for their tenure .
- Anti‑hedging/pledging: Company prohibits hedging and pledging of company securities for directors, officers, employees .
| Ownership Detail | Value/Status |
|---|---|
| Class A shares | 63,881 (beneficial) |
| Class B shares | 0 |
| Ownership % | <1% |
| Unvested RSUs | 26,759 (12/31/2024) |
| Director ownership guideline | ≥3× annual cash retainer; 5‑year compliance; retention requirement until met |
| Compliance status | All subject directors met tenure‑based requirement as of 12/31/2024 |
| Hedging/pledging | Prohibited |
Governance Assessment
- Strengths:
- Independence with audit committee service; designated “audit committee financial expert,” enhancing oversight of financial reporting, controls, and cybersecurity risk management .
- Strong alignment practices: director stock ownership guidelines, anti‑hedging/anti‑pledging policy, clawback policy effective October 2, 2023 .
- Attendance threshold met; Board/committee cadence suggests active oversight (14 Board meetings; 8 Audit Committee meetings in 2024) .
- Considerations/Red Flags:
- Classified board structure reduces annual accountability (Class III term to 2027) .
- Sponsor influence: Advent/Spectrum designated directors and related-party agreement with Encora; mitigant is Advent voting agreement to proportionally vote above 40.3% holding, supporting minority shareholder influence .
- Low director presence at the 2024 annual meeting (1 of 9 attending) may signal limited shareholder-facing engagement; individual attendance at the annual meeting not disclosed .
Net: Winters brings deep CFO and audit expertise with independent status and strong alignment policies; broader board structure and sponsor relationships warrant monitoring, though the Advent voting agreement partially mitigates concentration risk .