Katie Kool
About Katie Kool
Independent Chair of the Board at Digimarc (DMRC). Elected March 2022; began Board service July 1, 2022. Age 53. Former Procter & Gamble executive (CFO roles and divisional CEO), with strong finance, operating, and investor relations credentials; MBA from Washington University in St. Louis; BA summa cum laude from Kalamazoo College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Procter & Gamble | CEO, Tide Cleaners | Jan 2019 onward (prior to retirement before 7/1/22) | Led service-based retail; expanded franchise/corporate formats and operations . |
| Procter & Gamble | CFO, North America Fabric Care | ~3.5 years prior to 2019 | Finance leadership for brands >$8B retail sales; cost and controls leadership . |
| Procter & Gamble | CFO, Global P&G Professional | Prior to NA Fabric Care | Built 5-year strategic plan; operating model focus; improved P&L and cash investments for sustainable TSR . |
| Procter & Gamble | Investor Relations team member | 5.5 years | Led communications across two $10B productivity programs and portfolio focus with three CEOs . |
| KW CrossFit | Co-Founder & CEO | Not specified | Entrepreneurial leadership . |
| Impact100 Genesee County | Co-Founder & President | Not specified | Community philanthropy leadership . |
| Sonje Ayiti (nonprofit) | Board Member & CFO | Not specified | Co-led creation of Cima School of Hope (licensed school ~300 students, 35+ employees) . |
External Roles
| Organization | Role | Committees |
|---|---|---|
| Aspen Aerogels (ASPN) | Board Member | Audit Committee Chair; Nominating, Governance & Sustainability Committee member . |
Board Governance
- Current roles (2025): Independent Chair of the Board; Audit Committee member; Compensation & Talent Management Committee member .
- Independence: All directors except CEO are independent under Nasdaq; Kool is independent .
- Audit Committee “financial expert”: Board designated Kool (and McIlwain) as audit committee financial experts under Item 407(d)(5) .
- Attendance: Board held 7 formal meetings in 2024; each current serving director attended over 75% of Board and applicable committee meetings; Annual Meeting attendance 5/7 .
- Committee activity (2024): Audit (4 formal meetings); Compensation & Talent Management (5); Governance, Nominating & Sustainability (4) .
- Executive sessions: Independent directors meet in executive session chaired by the independent Board Chair; Chair sets agendas and acts as liaison to management .
- Risk oversight: Audit oversees financial reporting, IT/cybersecurity and AI governance; Compensation oversees pay/talent/retention/shareholder outreach; Governance oversees ESG, compliance, hotline, related-party/conflicts .
Fixed Compensation
- Program structure (Directors): Annual cash retainer $50,000; Board Chair additional $40,000; each Committee Chair $15,000; no meeting fees; reimburse out-of-pocket expenses .
- Equity (Directors): Initial restricted stock grant ~$200,000 value at first election (vests 1/3 per year over 3 years); annual restricted stock grant ~$100,000 at each Annual Meeting (restrictions lapse at ~1-year mark); directors may elect to take 0%, 50%, or 100% of cash retainer in stock; from 2025, election also applies to Chair retainers .
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash (USD) | $62,500 | $87,308 |
| Stock Awards Value (USD) | $187,009 | $100,002 |
| Total (USD) | $249,509 | $187,310 |
| 2024 Equity Grant Detail | Value | Shares | Grant Date |
|---|---|---|---|
| Annual restricted stock (continuing director) | ~$100,000 | 3,555 | June 7, 2024 |
| Unvested restricted shares (as of 12/31/2024) | — | 8,255 | — |
- Options: As of Dec 31, 2024, no outstanding stock options held by any non-employee director .
Performance Compensation
- Director-specific: No performance-based pay disclosed for directors; alignment via equity and option to receive retainers in stock .
- Company incentive programs overseen by Compensation Committee: Annual Incentive Plan (AIP) and PRSUs tied to financial/strategic metrics and rTSR .
| AIP Metric | 2023 Actual | 2023 Payout | 2024 Actual | 2024 Payout |
|---|---|---|---|---|
| ARR/Gross New ARR Growth | ARR growth 71% | 87.5% | Gross New ARR growth 23% | 71.0% |
| Q4 Adjusted Non-GAAP Net Income Improvement | +44% | 87.5% | −8% | 0% |
| Strategic: Communication/Collaboration | 61.0 | 12.5% | 77.0 | 12.5% |
| Strategic: Operating Objectives (score) | 4.32 | 12.5% | 4.07 | 12.5% |
| Total AIP payout (% of target) | 200% | — | 96% | — |
| PRSU Award Measures (FY2022–FY2024 cycle) | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|
| 3-Year Subscription Revenue CAGR | 26% | 40% | 53% | 32.6% |
| rTSR vs S&P US Small Cap Software & Services | 25th %ile | 50th %ile | 75th %ile | 51.7%ile |
| PRSU Vesting (% of target) | — | — | — | 90% |
- Say-on-Pay signal: 2024 SOP passed with >92% support, reflecting stronger pay-for-performance alignment .
Other Directorships & Interlocks
- Current public company board: Aspen Aerogels (ASPN); Audit Chair; NGS member .
- No disclosed related party arrangements or third-party compensation for director service; Board asserts no undisclosed transactions involving independent directors in independence determination .
Expertise & Qualifications
- Finance/Accounting, Sarbanes-Oxley compliance, investor relations, and operational leadership across consumer products and services; audit committee financial expert designation reinforces oversight capabilities .
- Track record in business model innovation, post-merger integration, and navigating crises (COVID) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As-of Date |
|---|---|---|---|
| Katie/Kathleen Kool | 24,383 | ~0.114% (24,383 ÷ 21,373,323) | April 17, 2024 |
| Katie/Kathleen Kool | 24,938 | ~0.116% (24,938 ÷ 21,548,263) | March 12, 2025 |
| Unvested restricted shares (subset of holdings) | 8,255 | — | Dec 31, 2024 |
- Ownership guidelines: Non-employee directors must hold stock equal to 6x the $50,000 cash retainer ($300,000 equivalent). Retain 50% of net vested until compliant; as of Dec 31, 2024, all directors exceeded enhanced guidelines .
- Hedging/pledging: Prohibited for officers, directors, employees (e.g., short sales, options, margin purchases, pledging) .
Governance Assessment
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Strengths
- Independent Chair with audit committee financial expert designation; enhances board independence, agenda control, and oversight of financial reporting and AI/cyber governance .
- High director ownership and robust ownership guidelines; election to receive retainers in equity aligns incentives; directors exceeded guidelines as of 2024 .
- Strong pay-for-performance framework overseen by Compensation Committee; positive SOP outcomes (92% in 2024) indicating investor support .
- Board and committee refresh, diversity, and annual assessments; >75% attendance across Board/committees; clear resignation policies on majority-vote failure and job changes .
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Potential conflicts/RED FLAGS
- No director-specific related-party transactions disclosed; Governance Committee reviews/ratifies related transactions under policies; Audit Committee also reviews .
- External board at ASPN appears non-overlapping with DMRC’s markets; no interlocks with customers/suppliers disclosed .
- Anti-hedging/pledging and clawbacks reduce alignment risk; no option repricing disclosed; director compensation cap at $500,000 limits pay inflation .
-
Implications
- Kool’s independent Chair role and finance expertise should bolster investor confidence in oversight of DMRC’s strategic shift and risk controls (including AI governance). Equity-heavy director pay and stock ownership rules strengthen alignment; consistent committee activity and SOP support reduce governance risk premia .