Uwayne A. Mitchell
About Uwayne A. Mitchell
Independent director of Data Storage Corporation (DTST); age 42; appointed March 5, 2024. Legal and technology background: privacy counsel to Riskonnect since December 2021, prior counsel at GEICO (Apr–Dec 2021), and associate at a law firm (May 2018–Apr 2021). Earlier technical roles at DSC (computer technician in 2005; full‑time at DSC in 2009 while attending St. John’s Law School); Juris Doctor from St. John’s University School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Riskonnect Inc. | Privacy Counsel | Dec 2021 – present | Provides privacy legal advice on business projects/initiatives |
| GEICO | Counsel, Data Privacy Team | Apr 2021 – Dec 2021 | Privacy legal counsel |
| Law Office of Goldstein, Flecker & Hopkins | Associate | May 2018 – Apr 2021 | Litigation/associate responsibilities |
| Data Storage Corporation | Computer Technician; later full‑time while in law school | 2005; 2009 | Early technical experience within DSC |
External Roles
| Organization | Role | Tenure | Public/Private/Non‑profit |
|---|---|---|---|
| Riskonnect Inc. | Privacy Counsel | Dec 2021 – present | Private company role; no board position disclosed |
| GEICO | Counsel (Data Privacy) | 2021 | Private company role; no board position disclosed |
| Law Office of Goldstein, Flecker & Hopkins | Associate | 2018–2021 | Private legal practice; no board position disclosed |
Board Governance
- Independence: Board determined Mr. Mitchell is independent under Nasdaq and SEC rules .
- Committee assignments: Member, Cyber Security & Risk Committee (committee chaired by Matthew Grover) .
- Attendance: In 2024, each director participated in 75% or more of Board and committee meetings served; Board held 8 meetings, Audit 4, Compensation 7, M&A 1, Nominating & Corporate Governance 2; independent directors meet in executive session at least twice per year .
- Years of service: Director since March 5, 2024; nominated again for the 2025 election slate .
- Board leadership: CEO serves as Board Chair; no Lead Independent Director .
- Committee mandates relevant to Mitchell: Cyber Security & Risk Committee oversees cybersecurity strategy/policies, threat landscape, governance framework, incident oversight, and broader enterprise risk management integration .
Fixed Compensation
Non‑employee director compensation for fiscal year 2024:
| Component | FY 2024 ($) |
|---|---|
| Cash Fees | 7,000 |
| Stock Awards (RSUs; grant‑date fair value) | 21,165 |
| Option Awards (grant‑date fair value) | 18,921 |
| Total | 47,086 |
Notes:
- DSC values option awards using Black‑Scholes; stock‑based comp follows ASC 718 .
- Equity grant timing policy: typically granted at first Board meeting of fiscal year; option exercise price equals closing market price on grant date .
Performance Compensation
Equity structure and vesting mechanics (director level):
| Item | Specifics |
|---|---|
| Outstanding Options (12/31/2024) | 3,333 shares subject to options |
| Outstanding Unvested RSUs (12/31/2024) | 3,333 shares |
| RSU Vesting Schedule | 33.33% on each of the 1‑, 2‑, and 3‑year anniversaries of grant |
| Option Vesting Schedule | 33.33% on each of the 1‑, 2‑, and 3‑year anniversaries of grant |
| Option Exercise Price Policy | Exercise price set at closing market price on grant date |
| Change‑in‑Control Treatment | All unvested stock options and RSUs accelerate and fully vest upon a “Change in Control” (e.g., divestiture transaction) per award agreements |
| Clawback | Board has a clawback policy for performance‑based compensation of executive officers (form and timing at Board discretion) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mitchell in past five years |
| Private/non‑profit boards | None disclosed beyond employment roles |
| Interlocks with competitors/suppliers/customers | None disclosed specific to Mitchell |
Expertise & Qualifications
- Legal and privacy expertise (privacy counsel; JD from St. John’s University School of Law) .
- Technology/operations familiarity from prior DSC technical roles .
- Board qualification statement: Company notes Mitchell is qualified due to industry and legal experience .
Equity Ownership
| Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 12,358 (less than 1% of outstanding) |
| Ownership % of shares outstanding | <1% (based on 7,207,031 shares outstanding as of Aug 7, 2025) |
| Options Outstanding (12/31/2024) | 3,333 shares |
| Unvested RSUs Outstanding (12/31/2024) | 3,333 shares |
| Shares pledged/hedged | Not disclosed |
| Director stock ownership guidelines | Not disclosed in Director Compensation or Corporate Governance sections |
Governance Assessment
- Alignment and incentives: Equity grants (RSUs and options) with three‑year vesting create ongoing alignment; however, full acceleration upon Change in Control (e.g., the 2025 divestiture) can create short‑term windfall risk versus long‑term performance alignment .
- Independence and committee role: Independent under Nasdaq/SEC; service on the Cyber Security & Risk Committee is additive given privacy expertise and the committee’s explicit risk oversight mandate .
- Attendance and engagement: Board reports ≥75% meeting participation for all directors in 2024 and regular independent executive sessions, supporting baseline engagement .
- Board structure: Combined Chair/CEO and absence of a Lead Independent Director limits independent counterweight and may reduce board effectiveness in oversight; this is a structural consideration for investors .
- Ownership alignment: Personal beneficial ownership is modest (<1%), with additional options/RSUs outstanding; no formal director ownership guideline disclosed to frame alignment expectations .
- Related‑party/conflicts: No related‑party transactions disclosed involving Mitchell; broad disclosure highlights transactions tied to other insiders (e.g., Systems Trading; Nexxis Capital), and notes potential differing interests and equity acceleration for directors around the divestiture .
RED FLAGS
- Change‑in‑Control acceleration of all unvested director equity awards (potential pay event not linked to operating performance) .
- Combined Chair/CEO with no Lead Independent Director .
- Insiders and executives collectively own ~43.83% of outstanding shares, with executed support agreements to vote for the divestiture—investors should weigh alignment vs. entrenchment risks in contested or strategic votes .