Lynden Bass
About Lynden Bass
Lynden Bass, age 40, is Chief Financial Officer and a Class I Director of DIH Holding US, Inc. (DHAI). She has served as CFO since March 2023 and is a Certified Public Accountant (Georgia) with a BBA in Accounting from Harding University . Company operating metrics during her tenure show revenue of $62.9M in FY2025 vs $64.5M in FY2024 and net loss of $8.7M in FY2025 vs $8.4M in FY2024, reflecting modest top-line contraction and elevated public-company and impairment costs . Governance controls include Sarbanes-Oxley certifications signed by Bass and adoption of clawback and anti-hedging/pledging policies, relevant for compensation alignment and risk mitigation .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Rather Outdoors Corporation | Vice President & Controller | 2019 – 2022 | Led controllership for a global manufacturer/wholesaler, bringing public-company rigor to private operations . |
| NaturChem Inc. | Chief Financial Officer | 2016 – 2019 | Full-stack finance leadership for specialty chemicals, including controls and reporting maturation . |
| Preferred Apartment Communities, Inc. (REIT) | Corporate Controller | — | Public REIT reporting and internal controls experience . |
| Deloitte & Touche LLP (Atlanta) | Audit & Assurance | — | External audit foundation across GAAP/controls . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | Company disclosure lists no outside fiduciary roles for Bass . |
Fixed Compensation
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Base salary ($) | $280,000 | $305,200 |
| Target annual cash bonus ($) | Up to $140,000 | Up to $152,600 |
| Target bonus as % of salary (derived) | ~50% | ~50% |
| Actual bonus paid for prior FY performance ($) | — | $42,311 paid during FY2025 for FY2024 performance |
| Stock awards (grant-date fair value) | — | — |
| Option awards (grant-date fair value) | — | — |
| All other compensation ($) | — | $42,311 (reflects prior-year bonus paid) |
Notes:
- Company states “no stock options granted” to NEOs in FY2024 and FY2025 and “no outstanding equity awards” as of March 31, 2024 and March 31, 2025 .
- DIH historically has not paid discretionary annual bonuses; awards are performance-based and determined by the Board .
Performance Compensation
| Incentive type | Metric(s) | Weighting | FY target | FY actual payout | Vesting/settlement |
|---|---|---|---|---|---|
| Annual cash bonus | Board-determined performance assessment; specific KPIs not disclosed | — | FY2024: up to $140,000; FY2025: up to $152,600 | FY2024 performance paid $42,311 during FY2025; FY2025 determination not disclosed | Cash; paid after year-end |
| Long-term equity (RSU/PSU/options) | Not used in FY2024–FY2025 | — | — | — | No equity granted; no awards outstanding as of 3/31/2025 |
Program guardrails and policies:
- Clawback policy adopted (available on investor site) .
- No tax gross-ups for parachute or deferred compensation; none provided or agreed .
- Pension/SERP/Deferred Comp: none for Bass (only Bruno had Swiss pension) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | Not listed with beneficial ownership; table shows “—” for Bass as of Oct 6, 2025 (2,092,653 shares outstanding) → less than 1% . |
| Vested vs unvested equity | No equity awards outstanding as of March 31, 2025 . |
| Options (exercisable/unexercisable) | None granted in FY2024–FY2025; none outstanding . |
| Shares pledged as collateral | Company policy prohibits pledging and hedging by officers/directors . |
| Stock ownership guidelines | Not disclosed for executives; company cites governance charters and policies . |
| Hedging policy | Hedging and margin/standing orders prohibited for officers/directors . |
| Clawback | Adopted; posted on investor relations site . |
Implication: With no equity grants and de minimis/undisclosed beneficial ownership, alignment relies on cash incentives and corporate policies rather than meaningful “skin in the game” .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Offer letter; at-will; terminable by either party without severance . |
| Base salary on hire | $280,000 initial (subsequently increased to $305,200 by FY2025) . |
| Target bonus | Up to $140,000 (FY2024 metric period); up to $152,600 (FY2025 metric period), determined by Board . |
| Severance | None specified; at-will with no severance per disclosures . |
| Change-of-control | Not disclosed; no CIC multiples or acceleration terms disclosed . |
| Non-compete / non-solicit | Not disclosed. |
| Perquisites | No executive-specific perqs outside financial planning services; standard employee benefits . |
| Clawback / Hedging / Pledging | Clawback adopted; hedging/pledging prohibited . |
Board Governance
| Aspect | Detail |
|---|---|
| Board role | Class I Director; CFO and Director (management director) . |
| Independence | Not independent (executive officer); independent directors are Baucus, Eberts, Burell, Mooney, Streppa . |
| Lead independent director | F. Samuel Eberts III . |
| Committees | Audit: Burell (Chair), Mooney, Streppa; Compensation: Baucus (Chair), Streppa, Eberts; Nominating & Governance: Eberts (Chair), Burell, Mooney; Strategy: Mooney (Chair), Streppa, Baucus, Chen . |
| Committee implications | All key committees composed of independent directors, which mitigates dual-role concerns (CFO+Director) . |
| Attendance | Not disclosed. |
Company Performance Context (during Bass’s tenure)
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Revenue ($ thousands) | $64,473 | $62,864 |
| Net loss ($ thousands) | $(8,443) | $(8,676) |
Additional context:
- Reverse stock split 1-for-25 effected Oct 17, 2025 to address Nasdaq bid-price deficiency; multiple Nasdaq notices in 2025 .
- Financing via convertible debentures in 2024–2025; Bass is company finance contact on related agreements .
Investment Implications
- Pay-for-performance alignment: Cash-focused structure with ~50% target bonus opportunity but no equity grants to NEOs in FY2024–FY2025 weakens longer-term alignment and reduces vesting-driven selling pressure; governance mitigants include an adopted clawback and strict anti-hedging/pledging policy .
- Retention/transition risk: At-will employment with no severance/CIC protections lowers termination costs but can elevate voluntary departure risk in periods of stress (Nasdaq compliance actions, dilutive financing) unless market cash compensation remains competitive .
- Ownership alignment: Bass is not listed as a beneficial owner (<1%); absence of equity grants leaves limited “skin in the game,” placing more weight on cash incentive design and board oversight to drive alignment .
- Governance quality: Dual role (CFO + Director) introduces independence considerations, but the board has a lead independent director and all major committees staffed by independent directors, which helps mitigate oversight concerns .
- Trading signals: No Form 4-driven selling pressure is evident in filings cited, and with no outstanding equity awards as of 3/31/2025, vesting-related supply appears minimal; company-level dilution from convertible securities and reverse split is the dominant technical overhang, not insider selling .
Sources
- Executive/Board profiles and governance, compensation program, and NEO pay: 10-K FY2025 (Items 10–12, Summary Compensation Table, policies) .
- Beneficial ownership table: 10-K FY2025 Item 12 .
- Financial performance: 10-K FY2025 MD&A and financial statements .
- Anti-hedging/pledging and clawback policy references: S-1/S-1A/POS AM .
- Committee composition updates: 8-Ks July 18, 2025; Aug 8, 2025; Sept 8, 2025 .
- Nasdaq and reverse-split context: DEF 14A (Aug 26, 2025); 10-K FY2025 .
- Certifications (SOX): 10-K FY2025 Exhibits 31.2 and 32.2 .