LaShonda Anderson-Williams
About LaShonda Anderson‑Williams
LaShonda Anderson‑Williams (age 51) has served as an independent director of Digimarc (DMRC) since 2023. She is Chief Customer & Commercial Officer of Salesforce Industries at Salesforce and previously spent 20+ years in digital transformation and sales management roles at Microsoft and IBM. She holds a BBA from Texas Woman’s University and has been recognized among the “Top 50 Most Powerful Women in Technology” (2021) and “Top 25 Women Leaders” by The Healthcare Technology Report (2021) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Salesforce (NYSE: CRM) | Chief Customer & Commercial Officer, Salesforce Industries | Current | Leads commercialization for Industry Clouds; prior global industry strategy leadership of a $1B+ vertical with 2,000+ professionals |
| Microsoft | Digital transformation and sales management roles | 20+ years | Enterprise technology sales leadership and operational excellence |
| IBM | Digital transformation and sales management roles | 20+ years | Enterprise technology sales leadership and operational excellence |
External Roles
| Organization | Capacity | Notes |
|---|---|---|
| Medical Informatics Corp. | Board Member | Current board service |
| Flockjay, Inc. | Board Member | Current board service |
| University of Houston College of Technology & Engineering | Advisory Board | Current advisory role |
Board Governance
- Committee assignments (2025): Chair, Compensation & Talent Management; Member, Governance, Nominating & Sustainability; not on Audit .
- Independence: The Board determined all directors other than the CEO, including Anderson‑Williams, are independent under Nasdaq rules .
- Attendance: Board held 7 formal meetings in 2024; each current director attended over 75% of Board and applicable committee meetings. Five of seven directors attended the June 7, 2024 Annual Meeting .
- Board leadership: Independent Chair (Katie Kool); regular executive sessions of independent directors without management .
- Evaluation and majority-vote policy: Annual board/committee/member assessments; directors who fail to receive a majority in uncontested elections must tender resignation .
- Risk oversight: Compensation Committee oversees human capital, pay equity, succession (ex‑CEO), ownership guidelines, and clawback oversight; Governance Committee oversees ethics, related-party transactions, and sustainability .
Fixed Compensation
Director pay is comprised of cash retainers and time‑based restricted stock. No meeting fees or perquisites, and directors may elect to receive retainers in equity .
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Board Cash Retainer ($) | $50,000 (program level) | $50,000 (program level) |
| Committee Chair Retainer ($) | $15,000 (program level) | $15,000 (program level) |
| Board Chair Retainer ($) | $40,000 (program level) | $40,000 (program level) |
| Anderson‑Williams – Fees Earned or Paid in Cash ($) | $37,500 | $58,365 |
| Anderson‑Williams – Stock Awards Value ($) | $291,049 | $100,002 |
| Anderson‑Williams – Total ($) | $328,549 | $158,367 |
| Equity Election of Cash Retainer ($) | $18,728 paid in 577 shares (2023) | $24,910 paid in shares (2024) |
Additional details
- Initial director grant: 6,621 restricted shares + 3,010 pro‑rated shares granted June 12, 2023; annual grants thereafter (approx. $100,000 value) .
- 2024 annual grant: 3,555 restricted shares (June 7, 2024) .
- No director stock options outstanding as of Dec 31, 2024 .
Performance Compensation
Directors do not receive performance‑based incentives; equity grants are time‑based restricted stock under the 2018 Plan .
| Grant | Grant Date | Shares | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Initial RS grant (on appointment) | 6/12/2023 | 6,621 + 3,010 (pro‑rated) | $291,049 (2023 stock awards value) | 1/3 annually over 3 years |
| Annual RS grant | 6/7/2024 | 3,555 | $100,002 (2024 stock awards value) | Lapses on first anniversary or immediately prior to next annual meeting ≥50 weeks after prior meeting |
Plan features affecting director awards
- No automatic acceleration in mergers unless awards are not assumed/converted; dividends accrue and pay only upon vesting; clawback applies to incentive awards under the 2018 Plan (primarily designed for officers) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None disclosed for Anderson‑Williams |
| Private/non‑profit boards | Medical Informatics Corp.; Flockjay, Inc.; University of Houston advisory board |
| Referral networks | Referred via Him For Her to Governance Committee (2024 disclosure) |
Expertise & Qualifications
- Enterprise technology sales leadership, operational excellence, and talent development; deep understanding of sales processes .
- Human capital/talent development expertise reflected in Board skills matrix .
- Recognitions: “Top 50 Most Powerful Women in Technology” (National Diversity Leadership Conference, 2021); “Top 25 Women Leaders” (The Healthcare Technology Report, 2021) .
Equity Ownership
Ownership alignment is supported by rigorous stock ownership guidelines (6x annual cash retainer for non‑employee directors); all directors exceeded guidelines as of Dec 31, 2024 .
| Metric | 2024 | 2025 |
|---|---|---|
| Beneficially owned shares – Anderson‑Williams | 10,437 (<1%) as of 4/17/2024 | 14,591 (<1%) as of 3/12/2025 |
| Unvested restricted shares outstanding | 9,631 as of 12/31/2023 | 7,969 as of 12/31/2024 |
| Options outstanding | None as of 12/31/2024 | None disclosed |
| Hedging/pledging | Prohibited for all officers, directors, and employees |
Governance Assessment
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Strengths
- Independence and committee leadership: As Compensation & Talent Management Chair, Anderson‑Williams oversees pay philosophy, human capital, succession planning (excluding CEO), ownership guidelines, clawback oversight, and shareholder outreach—supporting robust governance .
- Attendance and engagement: ≥75% meeting attendance; independent chair; executive sessions without management increase oversight quality .
- Ownership alignment: Exceeds enhanced stock ownership guidelines; elected to receive portions of cash retainer in equity in 2023 and 2024, signaling alignment with shareholders .
- Shareholder confidence: Strong say‑on‑pay approvals (92% in 2024, 95–97% in prior years) reflect board/compensation credibility and pay‑for‑performance alignment for executives .
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Potential watch items
- Related‑party/ conflicts: Governance Committee reviews related‑party transactions; Board disclosed no undisclosed relationships affecting director independence. Anderson‑Williams is a Salesforce executive; no Digimarc transactions with Salesforce are disclosed, but investors should monitor for potential vendor/customer interlocks over time .
- Equity plan capacity: The Board proposed 950,000 additional shares for the 2018 Plan in 2025 to conserve cash and expand equity usage; while overhang remains “within market norms,” expanded equity reliance increases dilution sensitivity and places more emphasis on performance/results delivery by management .
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Red flags
- None disclosed regarding hedging/pledging, loans, repricing, tax gross‑ups, or related‑party transactions; Board maintains majority‑vote resignation and annual evaluations .
Overall: Anderson‑Williams’ sales/process excellence and human capital focus, combined with equity alignment and strong governance practices, support board effectiveness. Continued monitoring of Compensation Committee decisions (e.g., equity plan scale, ownership guidelines enforcement, clawback administration) and any emerging interlocks is prudent for investor confidence .