Mistelle Locke
About Mistelle Locke
Mistelle Locke (age 48) is an independent director of Direct Digital Holdings (DRCT), appointed to the Board in January 2023 after serving as a Board advisor from February 2022 through January 2023 . She is a seasoned digital media and marketing executive, formerly Chief Marketing Officer at Dentsu Media and senior leader at iProspect (President of Americas, Global Chief Client Officer, Global CMO), with a Bachelor’s in Corporate Communications from the University of Texas . The Board determined on October 14, 2024 that Locke meets Nasdaq independence standards; she currently serves as Chair of the Compensation Committee and is a member of the Audit and Nominating & Corporate Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dentsu Media | Chief Marketing Officer | — | Senior marketing leadership; industry leader in media |
| iProspect | President of Americas; Global Chief Client Officer; Global Chief Marketing Officer | — | Led transformation from SEO brand into global digital media/performance agency across 90+ markets and 8,000 specialists |
| Range Online Media | Co-founder; merged into iProspect (2008) | — | Built business leading to merger; foundation for iProspect scale |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | No other public company directorships disclosed in past 5 years | — | Proxy biographies would list other SEC-registrant boards; none shown for Locke |
Board Governance
| Item | Detail |
|---|---|
| Board size and leadership | Five directors; CEO Mark Walker is Chair; Antoinette R. Leatherberry is Lead Independent Director |
| Independence | Locke is independent under Nasdaq rules (affirmed Oct 14, 2024) |
| Committees | Audit (member); Compensation (Chair); Nominating & Corporate Governance (member) |
| Committee chairs | Audit: Richard Cohen (financial expert); Compensation: Mistelle Locke; Nominating & Corporate Governance: Antoinette R. Leatherberry |
| Meetings and attendance | 2024: Board 10 meetings; Audit 12; Compensation 5; Nominating 4; each incumbent director attended ≥75% of Board/committee meetings; all directors attended 2024 annual meeting |
| Independent sessions | Independent directors hold regularly scheduled meetings |
| Risk oversight | Audit: accounting/financial reporting and related-party transactions; Compensation: compensation policies/exec pay; Nominating: independence and conflicts |
Fixed Compensation
| Component | 2024 ($) | Notes |
|---|---|---|
| Board annual retainer (non-employee) | 30,000 | Paid quarterly; policy baseline |
| Compensation Committee Chair retainer | 5,000 | Additional cash retainer for chair role |
| Total cash fees paid to Locke | 35,000 | Fees earned or paid in cash for 2024 |
| Policy change: Board annual retainer effective 1/1/2025 | 40,000 | Increased by Compensation Committee in Feb 2025 |
Performance Compensation
| Equity Award Detail | Grant Date | Shares/Units (#) | Fair Value ($) | Vesting/Terms |
|---|---|---|---|---|
| Director RSU grant (annual) | 2024 | — | 21,009 | RSUs generally vest over 1–3 years; acceleration possible on change in control |
| RSU outstanding (Locke) | Jan 16, 2023 | 14,493 | — | Unvested as of 12/31/2024 |
| RSU outstanding (Locke) | Jun 12, 2023 | 16,410 | — | Unvested as of 12/31/2024 |
- Equity grant policy for directors: no fixed policy; Board has approved annual RSU awards in recent years; awards typically vest over one to three years, with potential acceleration in certain circumstances (e.g., change in control) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards (current/past 5 years) | None disclosed for Locke in proxy biographies |
| Non-profit/academic boards | Not disclosed for Locke |
| Interlocks/conflicts | None disclosed related to Locke; Audit Committee reviews and approves related-party transactions |
Expertise & Qualifications
- Digital media and performance marketing executive with global scale transformation experience; worked with major brands (GM, Adidas, Nike, Gap, Microsoft, Estée Lauder, Accor, Burberry, Heineken, Kering) .
- Recognitions: e-Microsoft Bing Lifetime Achievement; Fast Company “25 Top Women Business Builders” .
- Education: BA in Corporate Communications, University of Texas .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Class B Shares | Total Voting Power Beneficially Owned |
|---|---|---|---|---|
| Mistelle Locke | 35,674 | <1% | — | 35,674 (<1%) |
- Unvested director RSUs outstanding: 14,493 (1/16/2023) and 16,410 (6/12/2023) as of 12/31/2024 .
- Company policy prohibits speculative trading, short sales, options/margin, pledging or hedging by directors, executives, and employees .
Governance Assessment
- Independence and engagement: Locke is affirmed independent (Oct 14, 2024), chairs the Compensation Committee, and met the ≥75% attendance threshold; all directors attended the 2024 annual meeting, supporting engagement and governance quality .
- Committee leadership: As Compensation Chair, Locke oversees CEO performance goals, pay philosophy, plan design, director pay, and proxy disclosures—central to pay-for-performance alignment and shareholder confidence .
- Audit/Nominating roles: Participation on Audit and Nominating Committees strengthens oversight of financial reporting, related-party transactions, and board independence/conflicts .
- Director pay mix and alignment: 2024 compensation comprised modest cash fees ($35,000) and RSUs ($21,009 fair value), aligning director incentives with shareholder outcomes through equity while limiting cash burn; director RSUs vest over time, enhancing retention and alignment .
- RED FLAGS and structural risks (board effectiveness context): DRCT’s dual-class structure (Class B held 100% by founders’ entity) results in 60.4% voting control, and insiders/5% holders collectively controlling ~62.8% of voting power as of 3/31/2025—limiting minority investor influence and elevating governance risk; however, independent committees and policies partially mitigate these risks .
- Equity plan expansion oversight: The Board proposed increasing the Omnibus Plan share reserve by 4,000,000 (to 7,500,000); the Compensation Committee administers awards to employees (Board administers director awards). Repricing is prohibited without stockholder approval; change-in-control provisions permit vesting/settlement subject to safeguards—factors relevant to dilution and incentive integrity under Locke’s leadership .
- Related-party exposure: Proxy states no related-party transactions >$120,000 since 1/1/2024 other than described; Audit Committee charter requires arm’s-length terms and pre-approval—no Locke-specific transactions disclosed .