Dana Mcilwain
About Dana Mcilwain
Independent director of Digimarc (DMRC), age 62, serving since October 2024. Chairs the Audit Committee and is a member of the Governance, Nominating & Sustainability Committee; designated an “audit committee financial expert” and independent under Nasdaq rules. A CPA with a B.S. in Management (Accounting) from Tulane, he is a former PwC Vice Chairman and CAO/Network Operations Leader and serves on the board of DWS USA Corporation (Frankfurt: DWS) as Audit Chair and Risk Committee member .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers (PwC) | Chief Administrative Officer & Network Operations Leader; previously Vice Chairman & U.S. Services Leader | Not disclosed | Oversaw a global network generating $52B+ revenue with $3B+ budget across 152 countries; scaled U.S. Advisory with 12 acquisitions; led large-scale technology transformations . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DWS USA Corporation (Frankfurt: DWS) | Director | Not disclosed | Audit Committee Chair; Risk Committee member . |
Board Governance
| Item | Details |
|---|---|
| Independence | All directors except the CEO are independent; Audit Committee members meet Nasdaq 5605 independence and financial sophistication requirements; Mcilwain and Kool are “audit committee financial experts” . |
| Committee Assignments | Audit Committee (Chair: Mcilwain; members: Cheston, Dadlani, Kool); Governance, Nominating & Sustainability Committee (members: Cheston (Chair), Anderson-Williams, Mcilwain, Park) . |
| Audit Committee Mandate | Financial reporting, internal controls, auditor oversight; cybersecurity and AI governance; serves as Qualified Legal Compliance Committee . |
| Attendance & Engagement | Board held seven formal meetings in 2024; each current serving director attended >75% of Board and applicable committees; five of seven attended the 2024 Annual Meeting . |
| Board Refreshment | 71% of directors at ≤4 years’ service; 57% at ≤2 years; diversity metrics disclosed in matrix . |
| Executive Sessions | Independent directors meet in executive session chaired by the independent Board Chair (Katie Kool) . |
| Ownership Guidelines | Non-employee directors must hold stock equal to 6× annual cash retainer; all directors exceeded enhanced guidelines as of Dec 31, 2024; 50% of net vested securities must be retained until compliant . |
| Related-Party Oversight | Governance Committee reviews related-party transactions; Audit Committee also reviews; policy requires arm’s-length terms . |
Fixed Compensation
| Component | Program Terms | 2024 Amounts (Dana Mcilwain) |
|---|---|---|
| Annual Cash Retainer | $50,000 for each non-employee director; paid quarterly; no meeting fees . | $12,500 (prorated given October 2024 start) . |
| Committee Chair Fee | $15,000 annual for each committee chair (including Audit) . | Included in 2024 fees (amount not separately disclosed; total fees shown above) . |
| Equity – Initial Grant | ~$200,000 restricted stock upon first election/appointment; vests one-third annually over three years . | 7,635 shares (initial grant on Oct 1, 2024) . |
| Equity – Pro-rated Annual Grant | Pro-rated ~$100,000 restricted stock if appointed between annual meetings; restrictions lapse on first anniversary or immediately prior to next annual meeting (≥50 weeks post prior meeting) . | 2,604 shares (pro-rated grant on Oct 1, 2024) . |
| Election to Receive Retainer in Equity | Directors may elect 0%, 50%, or 100% of cash retainer (and from 2025, chair retainers) in common shares, issued quarterly in lieu of cash . | $6,217 of cash retainer paid in shares in 2024 . |
| Other Perquisites | Reimbursement of reasonable travel/education; no other perquisites . | Not applicable . |
| 2024 Non-Employee Director Compensation (Dana Mcilwain) | Value |
|---|---|
| Fees Earned or Paid in Cash | $12,500 . |
| Stock Awards (grant-date fair value) | $268,057 . |
| Total | $280,557 . |
Performance Compensation
- Not applicable for non-employee directors: Digimarc grants time-based restricted stock to directors; no PSUs/options or performance metrics are used for director equity .
Other Directorships & Interlocks
| Company | Relationship to DMRC | Potential Interlock/Conflict |
|---|---|---|
| DWS USA Corporation (Frankfurt: DWS) | External directorship; audit chair and risk member . | No supplier/customer/competitor interlock disclosed; Board affirms independence and no undisclosed relationships affecting independence . |
Expertise & Qualifications
- CPA; deep finance, internal controls, and enterprise risk management expertise; extensive experience with technology transformations, information security, human capital, and M&A .
- Audit committee financial expert designation; global operational leadership across 152-country network .
Equity Ownership
| Measure | Amount | Date/Notes |
|---|---|---|
| Beneficial Ownership (common shares) | 10,405 (<1%) . | As of record date March 12, 2025. |
| Unvested Restricted Shares | 10,239 . | As of Dec 31, 2024. |
| Options (exercisable/unexercisable) | None outstanding . | As of Dec 31, 2024. |
| Ownership Guidelines Compliance | Directors required to hold ≥6× cash retainer; all directors exceeded as of Dec 31, 2024 . | Policy includes counting certain unvested RSUs/PRSUs earned; 50% retention of net vested until compliant . |
| Hedging/Pledging | Company prohibits hedging and pledging of Company stock for all officers, directors, and employees . | Governance positive signal. |
Insider Trades (Form 4)
| Date | Transaction | Shares | Price | Beneficial Ownership After | Source |
|---|---|---|---|---|---|
| Oct 1, 2025 | Open market purchase (non-derivative) | 831 | $9.77 | 20,242 | . |
| Jan 6, 2025 | Form 4 filed (details not summarized here) | — | — | — | . |
Note: Company policy prohibits hedging/pledging; no hedging/pledging transactions are disclosed for Mcilwain .
Governance Assessment
- Board effectiveness: Mcilwain’s audit chair role, “financial expert” status, and mandate over financial reporting, internal controls, cybersecurity, and AI governance strengthen oversight; the Audit Committee serving as the QLCC is a positive governance feature .
- Independence & attendance: Independent status affirmed; Board/committee attendance ≥75% supports engagement; robust executive sessions under an independent Chair further enhance oversight .
- Alignment & incentives: Strong director ownership guidelines (6× retainer) with confirmed compliance and ability to elect retainer into equity align interests; absence of director perquisites and prohibition on hedging/pledging are shareholder-friendly .
- Compensation clarity: 2024 compensation comprises pro-rated cash and time-based restricted stock due to October appointment; no performance-based director equity avoids metric gaming but places emphasis on long-term stock exposure .
- Conflicts/related-party: No third-party arrangements to secure directorship or undisclosed relationships affecting independence; related-party transactions are reviewed by governance and audit committees; no director-specific related-party transactions disclosed for Mcilwain .
Red Flags
- None disclosed specific to Mcilwain. Potential time-commitment considerations exist with external audit chair duties at DWS USA, but independence is affirmed and no interlocks with DMRC’s customers/suppliers/competitors are disclosed .