Wendy Wilson
About Wendy Wilson
Wendy Wilson is an independent director of Datavault AI Inc. (DVLT) and has served on the Board since May 2021. She was previously Vice President of Marketing at ChargePoint, Inc. (Aug 2017–Nov 2023) and held senior marketing roles at Jive Software (Aug 2014–Jul 2017), Yahoo! Inc., and The Walt Disney Company following Disney’s acquisition of Infoseek in 1998. She holds a bachelor’s degree in English from Northwestern University; her core credentials are digital marketing and go‑to‑market strategy across B2C and B2B2C models .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ChargePoint, Inc. | Vice President of Marketing; P&L for Home BU; ran go‑to‑market functions for SaaS; expanded into Europe with scalable localization/web/marketing | Aug 2017–Nov 2023 | Led commercialization and international scaling |
| Jive Software | Vice President of Marketing; led demand generation, field and web teams | Aug 2014–Jul 2017 | Built pipeline and field/web marketing capabilities |
| Yahoo! Inc. | Leadership role; monetization and editorial strategy for the Yahoo front page | Dates not disclosed | Drove homepage monetization and editorial strategy |
| Infoseek / Disney (post‑1998 acquisition) | Leadership across ESPN, Go.com (ABC News), Mr. Showbiz, and Infoseek brands | 1998 onward (dates not otherwise disclosed) | Cross‑disciplinary brand integration and digital content strategy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed in DVLT proxy | — | — | — |
Board Governance
- Independence: The Board affirmed Wendy Wilson is an “independent director” under Nasdaq Rule 5605(a)(2); she also meets audit committee independence standards under Rule 10A‑3 .
- Committee assignments (as of Oct 14, 2025): Audit Committee member (Chair: Kimberly Briskey; Members: Briskey, Sriram Peruvemba, Wendy Wilson). She is not listed on the Compensation or Nominating & Corporate Governance Committees .
- Attendance and engagement: In FY2024, the Board held four meetings; no incumbent director attended fewer than 75% of aggregate Board and committee meetings. The Audit Committee held four virtual meetings in 2024. The Compensation Committee acted via unanimous written consent in 2024 (no meetings) .
- Audit engagement: Wilson is a signatory to the FY2024 Audit Committee Report recommending inclusion of audited financials in the 10‑K; the committee discussed PCAOB AS 1301 matters with BPM LLP and reviewed independence .
| Committee | Chair | Members (incl. Wilson) | Notes |
|---|---|---|---|
| Audit | Kimberly Briskey (Audit Committee Financial Expert) | Briskey; S. Peruvemba; Wendy Wilson | 4 meetings in 2024; oversight of ICFR, cybersecurity risk, related‑party transactions |
| Compensation | S. Peruvemba | S. Peruvemba; J.M. Gilbert; R. Tobias | 0 meetings in 2024; acted by unanimous written consent; no independent consultant utilized |
| Nominating & Corporate Governance | R. Tobias | R. Tobias; J.M. Gilbert | Oversees governance principles and Board performance |
Fixed Compensation
| Director | Fiscal Year | Fees Earned or Paid in Cash (USD) | Stock Awards Grant‑Date Fair Value (USD) | Total (USD) |
|---|---|---|---|---|
| Wendy Wilson | 2024 | $20,000 | $44,090 (restricted stock/RSUs; ASC 718) | $64,090 |
Notes: Stock award amounts reflect aggregate grant‑date fair value under ASC 718 and exclude estimated forfeitures; per‑grant details below .
Performance Compensation
- Structure: Director equity compensation consists of time‑based restricted stock grants vesting quarterly; no performance‑conditioned PSUs or options are disclosed for directors. No meeting fees, committee membership fees, or chair fees are disclosed for Wilson; equity awards vest over multi‑year schedules, aligning with longer‑term service .
- Compensation committee oversight: No independent compensation consultant; 2024 actions by unanimous written consent .
| Grant Date | Instrument | Shares Granted | Vest Commencement | Vest Frequency | Final Vest Date |
|---|---|---|---|---|---|
| Jun 7, 2024 | Restricted Common Stock | 4,616 | Sep 20, 2024 | Equal installments every 3 months | Sep 20, 2027 |
| Jul 30, 2024 | Restricted Common Stock | 7,541 | Dec 20, 2024 | Equal installments every 3 months | Dec 20, 2027 |
| Nov 12, 2024 | Restricted Common Stock | 7,422 | Mar 15, 2025 | Equal installments every 3 months | Mar 15, 2028 |
Performance metrics: None disclosed for director equity awards (e.g., revenue growth, EBITDA, TSR, ESG) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | DVLT proxy does not list other public company directorships for Wilson |
Expertise & Qualifications
- Digital marketing and go‑to‑market expertise across consumer and enterprise models, including international scaling and localization (ChargePoint, Jive, Yahoo, Disney/Infoseek) .
- Audit Committee member; not designated as the audit committee financial expert (that role is held by Kimberly Briskey) .
- Education: Bachelor’s degree in English, Northwestern University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Wendy Wilson | 120,366 | <1.0% (DVLT total shares outstanding 279,716,319 as of Oct 14, 2025) |
Methodology and definitions per SEC rules; beneficial ownership includes voting/investment power and exercisable securities within 60 days of Oct 14, 2025 .
Governance Assessment
-
Positive signals:
- Independence and audit oversight: Wilson is independent and serves on the Audit Committee, which met four times in 2024 and provided a formal audit report; this supports board monitoring of financial reporting and related‑party review .
- Engagement: No incumbent director fell below the 75% attendance threshold in 2024; Wilson co‑signed the Audit Committee Report, indicating active participation .
- Alignment: Multi‑year, quarterly vesting of restricted stock through 2027/2028 increases service‑based alignment; equity value exceeded cash retainer in 2024 ($44,090 vs. $20,000) .
-
Watch items / RED FLAGS:
- Compensation oversight: The Compensation Committee held no meetings in 2024 and does not use an independent compensation consultant, which may reduce the rigor of pay‑for‑performance governance (mitigated by unanimous written consents) .
- Board leadership: The company has no lead independent director, which can weaken independent oversight of management and board agendas .
- Related‑party context: The proxy discloses related‑party transactions involving other directors (e.g., Hansong Technology; Meriwether loan), underscoring the importance of robust audit committee review; no Wilson‑specific related‑party transactions are disclosed .
- Ownership dilution/control: Scilex’s rights to designate directors contingent on ownership levels and lock‑up agreements for directors until the Additional Closing Date may influence governance dynamics and liquidity; continued monitoring is warranted .
-
Policies and controls:
- Hedging is prohibited under the company’s insider trading policy (no explicit pledging policy disclosed) .
- Indemnification agreements are in place for all directors, including Wilson .
Summary: Wilson brings digital commercialization expertise and consistent audit committee engagement. Key governance risks at the company level—compensation committee process, absence of a lead independent director, and related‑party transactions involving other directors—should be monitored for potential impacts on board effectiveness and investor confidence .