Kathleen Swann
DHI GROUPAbout Kathleen Swann
Independent director (aka “Kate” Swann), age 62, serving on DHX’s Board since January 2021 (Class II; term expiring 2027). Background spans COO roles in digital agencies and technology-focused operations with expertise in marketing, scaling businesses, and sales. Education: B.A. from Evergreen State College and M.A. in Performance Studies from New York University. Independence affirmed by NYSE standards; not an employee of DHX.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kate Swann Advisory | Fractional COO | Since Mar 2024 | Partners with businesses to unlock value; focus on business/product strategy, marketing, infrastructure optimization. |
| Heroic Public Speaking | Chief Operating Officer | 2023–Mar 2024 | Operated public speaking training business for keynotes/workshops. |
| Purpose PBC (acquired by Capgemini) | Chief Operating Officer | 2020–2022 | Developed growth strategies and planning; mobilized talent; social impact digital agency. |
| Blue State Digital | Chief Operating Officer | 2013–2020 | Tech/creative agency known for Obama admin work; led growth-stage operations. |
| Frog Design | Chief Operating Officer | Not disclosed | Creative design consultancy; earlier-career operating leadership. |
| Fry (e-commerce consulting) | Managing Director | Not disclosed | Digital marketing/e-commerce leadership. |
| Organic (digital marketing agency) | Managing Director | Not disclosed | Digital agency operations leadership. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Graham Windham | Board Member | Not disclosed | Non-profit board service; governance/community engagement. |
| August Public | Board Member | Not disclosed | Board service; details not disclosed. |
| Women’s Forum of New York | Board Member | 2019–2023 | Prior board role. |
Board Governance
- Committee assignments: Human Capital & Compensation (member) and Nominating & Corporate Governance (member); not a chair.
- Committee chairs and 2024 meeting cadence: HCC chaired by David Windley (5 meetings); N&CG chaired by Brian “Skip” Schipper (2 meetings).
- Independence: Board determined Swann independent under NYSE rules; 7 of 8 directors independent; independent board chair.
- Attendance: Board met 11 times in 2024; all directors attended at least 75% of Board and committee meetings during their service.
- Governance practices: Majority voting for directors, regular independent director sessions, stock ownership policy for directors/executives, limits on outside directorships, annual board and committee self-evaluations.
Fixed Compensation
| Component (FY2024) | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $46,250 | Cash service fees paid quarterly in arrears; 2024 cash service fee increased to $40,000 effective April 2024; committee member fees apply (HCC $5,000; N&CG $2,500) and vary with timing/membership. |
| Equity (Restricted Stock) | $110,000 | Annual director grant targeted at $110,000; 44,177 restricted shares granted in May 2024, vesting in full after 12 months, subject to continued Board service. |
| Total | $156,250 | Sum of cash and equity grant fair value. |
Performance Compensation
- DHX does not disclose performance-based equity or cash metrics for non-employee directors; director equity grants are time-based restricted stock (no options outstanding for directors in 2024; no PSUs disclosed for directors).
| Performance Metric (Directors) | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| None disclosed for non-employee directors | — | — | — | — |
Other Directorships & Interlocks
- No current public company directorships disclosed for Swann; current board roles are Graham Windham and August Public (non-public). This reduces risk of public-company interlocks with DHX competitors/suppliers/customers.
- DHX Board interlocks: Swann serves alongside Windley and Friedlich on HCC, and alongside Schipper and Friedlich on N&CG; both committees are fully independent.
Expertise & Qualifications
- Core skills: Marketing, Scaling a Business, Sales; governance risk and compliance experience; contribution of digital marketing/technology insight to DHX’s product and services strategy.
- Board emphasizes capabilities across technology/security, investment, finance, people/compensation; DHX cites diverse board skills and independent leadership structure.
Equity Ownership
| Item (as of Apr 1, 2025) | Amount | Notes |
|---|---|---|
| Shares of Common Stock | 73,936 | Beneficially owned directly/indirectly. |
| Unvested Restricted Stock | 44,177 | 2024 director grant unvested at Dec 31, 2024. |
| Total Beneficial Ownership | 118,113 | Sum of shares plus unvested restricted stock included per proxy methodology. |
| Ownership % of Outstanding | * (≤1%) | Percent rounded per proxy threshold; total shares outstanding 48,275,693. |
| Pledging/Hedging | Prohibited | Company Securities Trading Policy prohibits margin purchases, short sales, derivatives; hedging banned for directors, officers, employees. |
| Ownership Guidelines | 3x retainer | Directors required to hold ≥3x annual retainer; all officers and directors in compliance or within phase-in. |
Governance Assessment
- Committee work and independence: Active on HCC and N&CG; both committees fully independent, with charters that include oversight of executive and director pay, governance policies, succession, and board evaluations—positive for board effectiveness.
- Attendance and engagement: Board held 11 meetings in 2024; all directors met ≥75% attendance—supports engagement.
- Pay structure and alignment: Director pay mixes cash and time-based restricted stock; annual equity grants ($110k; 44,177 shares) enhance alignment without performance metrics; no options for directors—moderate alignment with shareholder interests.
- Ownership and policies: Swann beneficially owns 118,113 shares and is within or compliant with 3x retainer guideline; hedging/pledging prohibited—strong alignment and risk controls.
- Compensation governance: Use of independent consultant (Compensia) for director pay benchmarking; modest cash fee increase (+$5k to $40k in 2024) indicates disciplined adjustments.
- Conflicts/related-party exposure: Company reports no related-person transactions >$120,000 since Jan 1, 2024; N&CG manages independence risks; Audit Committee reviews related party transactions—low conflict risk.
- Shareholder signals: 2024 say-on-pay support at ~80% suggests acceptable compensation governance backdrop, though not director-specific.
RED FLAGS: None identified in proxy disclosure for Swann—no pledging, no related-party transactions, independence maintained, and attendance thresholds met.