Antoinette Leatherberry
About Antoinette R. Leatherberry
Antoinette R. Leatherberry (age 63) has served on DRCT’s Board since November 2021 and is the Lead Independent Director since January 2022. She retired from Deloitte in September 2020 after a 30-year career, including roles as Board Relations Leader for Risk & Financial Advisory (2017–2020), Principal, Technology Strategy (2008–2017), and President of the Deloitte Foundation (2016–2020). She holds a B.S. in Mechanical Engineering (Boston University), an M.B.A. in Operations Management and Supervision (Northeastern University), and an Ed.D. in Higher Education (Widener University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte | Board Relations Leader, Risk & Financial Advisory | Sep 2017–Sep 2020 | Board liaison roles; governance support |
| Deloitte | Principal, Technology Strategy | 2008–Aug 2017 | Led complex technology transformations |
| Deloitte Foundation | President | 2016–2020 | Philanthropy and governance leadership |
External Roles
| Organization | Role | Since | Committees/Impact |
|---|---|---|---|
| Zoetis Inc. (NYSE: ZTS) | Director | Dec 2020 | Audit Committee; Human Resource Committee |
| American Family Insurance MHC (private) | Director | Jan 2021 | Risk Committee; Audit Committee; Compensation Committee |
| Widener University | Trustee | 2015 | Chairs Nominating & Governance Committee |
| Boston University | Trustee | Sep 2020 | Chairs Nominating & Governance Committee |
| Executive Leadership Council | Chair (prior) | Jan 2019–Dec 2020 | Leadership of executive network |
Board Governance
- Independence: The Board determined on October 14, 2024 that Leatherberry is independent under Nasdaq and SEC rules; no relationships interfering with independent judgment were identified .
- Leadership: Lead Independent Director since January 2022; presides over independent director meetings and serves as liaison to the Chair/CEO .
- Committee assignments (FY 2024):
- Audit Committee member; 12 meetings held; Chair is Richard Cohen (audit committee financial expert) .
- Compensation Committee member; 5 meetings held; Chair is Mistelle Locke .
- Nominating & Corporate Governance Committee Chair; 4 meetings held .
- Charter access: Committee charters available at the investor relations governance documents page .
- Board composition and ages (2025 nominees): Leatherberry, 63; Board size set at five members .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | 53,500 | 53,500 |
| Annual Board retainer ($) | 30,000 policy at time | 30,000; increased to $40,000 effective Jan 1, 2025 |
| Committee chair additional retainers ($) | Audit Chair: 10,000; Compensation Chair: 5,000; Nominating & Corporate Governance Chair: 3,500 | Audit Chair: 10,000; Compensation Chair: 5,000; Nominating & Corporate Governance Chair: 3,500 |
| Non-executive Chair additional retainer ($) | 20,000 | 20,000 |
Notes:
- Fees paid quarterly; committee member fees are listed as “—” (no member-only fee) under policy .
- Reimbursement of reasonable travel/other expenses for Board/committee meetings .
Performance Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Stock awards ($), grant date fair value | 80,000 | 21,009 |
| RSUs unvested as of year-end (#, grant date) | 32,922 (Jun 10, 2022); 24,615 (Jun 12, 2023) | 16,462 (Jun 10, 2022); 16,410 (Jun 12, 2023) |
| Vesting terms (policy) | Annual RSU awards to non-employee directors generally vest in 1–3 years; vesting may accelerate (e.g., change in control) | Same as policy |
Director compensation structure change:
- The Compensation Committee increased the annual Board retainer from $30,000 to $40,000 effective January 1, 2025, adjusting cash compensation mix for non-employee directors .
Other Directorships & Interlocks
| Company | Industry Relation to DRCT | Interlock/Overlap |
|---|---|---|
| Zoetis Inc. | Animal health; not disclosed as customer/supplier in DRCT proxy excerpts reviewed | Director; Audit & HR Committees |
| American Family Insurance MHC | Insurance; not disclosed as customer/supplier in DRCT proxy excerpts reviewed | Director; Risk, Audit, Compensation Committees |
No related-party transaction disclosures involving Leatherberry appear in the cited proxy excerpts; the Audit Committee oversees and approves related-party transactions .
Expertise & Qualifications
- Strategic digital technology and complex transformation experience; corporate governance expertise emphasized in Board biography .
- Education: B.S. Mechanical Engineering (Boston University); M.B.A. Operations Management and Supervision (Northeastern University); Ed.D. Higher Education (Widener University) .
Equity Ownership
| Metric | Oct 16, 2024 | Mar 31, 2025 |
|---|---|---|
| Class A shares beneficially owned (#) | 38,071 | 55,812 |
| Class A ownership (%) | 1.0% | *% (less than 1%) |
| Class B shares beneficially owned (#) | — | — |
| Total voting power (%) | *% (less than 1%) | *% (less than 1%) |
Company-level control context:
- As of March 31, 2025, directors/executives/5% holders collectively owned ~6.2% of Class A and 100% of Class B, controlling ~62.8% of voting power (due to Class B) .
- As of Oct 16, 2024, collective ownership was ~15.5% of Class A and 100% of Class B, controlling ~78.1% of voting power .
Governance Assessment
- Independence & leadership: Leatherberry is affirmed independent and serves as Lead Independent Director, strengthening board oversight and independent director voice .
- Committee engagement: Chair of Nominating & Corporate Governance and member of Audit and Compensation—committees held 4, 12, and 5 meetings respectively in FY 2024, indicating a meaningful governance workload .
- Compensation alignment: Director pay consists of cash retainers and time-based RSUs; her FY 2024 stock award ($21,009) was materially lower than FY 2023 ($80,000), while cash fees remained $53,500; Board retainer increased to $40,000 starting 2025, modestly shifting cash mix .
- Ownership: Leatherberry holds a small personal stake (<1%); no pledging or hedging disclosures appear in the cited ownership sections .
- Oversight of conflicts: The Audit Committee explicitly reviews and approves related-party transactions; no Leatherberry-specific related-party items are disclosed in the cited excerpts .
RED FLAGS to monitor
- Concentrated voting power: Class B structure gives insiders majority control (62.8% as of Mar 31, 2025), potentially limiting the influence of independent directors and public shareholders .
- Pay structure changes: Increase in cash retainer in 2025 may reduce equity-at-risk proportion for non-employee directors; continue monitoring equity grant levels versus cash to assess alignment trends .