Lee Daley
About Lee Daley
Independent Director of DXYZ; age 62; Director since March 2024 with current term expiring at the 2027 annual meeting. Background spans 25 years in international advertising leadership (Global CEO, Red Cell/WPP; Executive Chairman, HHCL; Group Chairman & CEO, Saatchi & Saatchi UK; Chief Strategy Officer, McCann World Group EMEA and global), and since 2011 advisory/board roles with Silicon Valley startups and mature tech firms; co-founded Hello Genius in 2018 to build an AI/ML-enabled learning platform. Education: BA in Politics & Philosophy, University of Manchester; postgraduate studies in Marketing at Kingston Business School; executive studies at Harvard, Kellogg, MIT Sloan, Columbia, and Yale; Fellow of the Royal Society of Arts .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WPP – Red Cell Network | Global CEO | Not disclosed | Led global advertising network |
| HHCL (London) | Executive Chairman | Not disclosed | Leadership of UK agency |
| Saatchi & Saatchi UK | Group Chairman & CEO | Not disclosed | Led UK operations |
| McCann World Group | Chief Strategy Officer | Not disclosed | Strategy across EMEA and global |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| G3NiU7 Inc. (learning technology) | Co‑Founder, Chairman & Chief Strategist | 2018–Present | Strategic leadership |
| Hello Genius | Co‑Founder & Chairman | 2018–Present | Built AI/ML personalized learning platform; $5M invested |
| Boxed.com; Equidate/Forge Global; Twin Science; Revolution Solar; Ronoc Asia | Advisor/Board Director | Since 2011 | Strategic advisory to founders |
| GlobalLogic; McLaren Applied & Advanced Technologies | Advisor | Not disclosed | Strategy advisory |
| Other Public Company Boards | None | — | No interlocks disclosed |
Board Governance
- Independence: Board determined Daley is independent under NYSE, Exchange Act, and 1940 Act; committee membership (Audit, Compensation, Nominating & Corporate Governance) limited to Independent Directors .
- Committees and Chair roles (current and expected):
- Audit Committee: Current members Lisa Nelson (Chair), Travis Mason, Lee Daley; met 5 times in 2024. Post‑Annual Meeting members expand to Charles Jacobson (Chair), Mason, Daley, Nathan Rodland, Marissa Chacko .
- Compensation Committee: Current members Mason, Daley (Chair), Nelson; met 1 time in 2024 .
- Nominating & Corporate Governance Committee: Current members Mason, Daley, Nelson; following the Annual Meeting the committee will consist of Mason, Daley, Jacobson, Rodland, Chacko, with Daley continuing as Chair .
- Attendance: Board met 8 times in 2024; each incumbent director attended all Board and committee meetings (100% attendance) .
- Board leadership: Chairman is an “interested” director (CEO Sohail Prasad); no Lead Independent Director, though Audit Chair acts as liaison .
Fixed Compensation
| Component | Amount/Policy | Period | Notes |
|---|---|---|---|
| Annual retainer (cash) | $100,000 | FY 2024 | Independent Directors paid annual fee |
| Aggregate compensation | $100,000 | FY 2024 | Daley received $100,000; no pension accrual |
| Meeting/committee participation fees | Paid (amounts not disclosed) | Policy | Fees for in‑person Board and committee meetings; chairperson annual fees; reimbursed reasonable expenses |
| Pension/Retirement benefits | None | Policy | No pension plan for directors |
| Stock/Option/Non‑equity plans | None | Policy | No stock or option plan, non‑equity incentive plan for directors |
Performance Compensation
| Instrument/Metric | Grant details | Vesting | Performance metrics |
|---|---|---|---|
| RSUs/PSUs | None | N/A | N/A |
| Stock Options | None | N/A | N/A |
| Cash bonus/non‑equity incentive | None | N/A | N/A |
| Committee chair fee (performance‑linked) | Not disclosed | N/A | Not disclosed |
The company does not maintain director stock/option plans or non‑equity incentive plans; director pay appears entirely as fixed cash retainer plus participation/chair fees and expense reimbursements .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards | Not disclosed |
| Interlocks (competitors/suppliers/customers) | None disclosed |
Expertise & Qualifications
- Technology and go‑to‑market expertise; board/advisory experience with venture‑backed and mature tech companies; AI/ML platform leadership via Hello Genius .
- Formal education in politics/philosophy and postgraduate marketing; executive programs at leading business schools; RSA Fellow .
- Not designated Audit Committee Financial Expert (Board designated Jacobson as ACF Expert) .
Equity Ownership
| Measure | Aug 16, 2024 | Oct 13, 2025 |
|---|---|---|
| Dollar range of equity beneficially owned | None | None |
| Price reference used in dollar range calculation | $11.38 | $25.83 |
- Hedging/pledging of company stock is prohibited under insider trading policy; short‑selling and monetization transactions also prohibited .
Insider Filings
| Filing Type | Filed Date | Key Detail | Source |
|---|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Mar 13, 2024 | Filed as Independent Director; address and role disclosed | |
| Appointment disclosure (SAI/424B3 Supplement) | Mar 21, 2024 | Board appointed Daley on Mar 13, 2024 to Board, Audit, Nominating & Corporate Governance, and Compensation committees; independence confirmed |
Governance Assessment
- Strengths:
- Independent status; committee service across Audit, Compensation (Chair), and Nominating & Corporate Governance, with continued NGC Chair role post‑Annual Meeting, supporting effective oversight .
- 100% Board and committee attendance in 2024; Compensation met (1), Audit met (5), indicating engagement .
- Strong policy environment: prohibition on hedging/pledging; Audit Committee pre‑approval of auditor services; explicit independence reviews and PCAOB‑aligned oversight including related parties .
- Watch‑items/RED FLAGS:
- Alignment: Daley reported no beneficial ownership as of 2024 and 2025 record dates; lack of equity stake may weaken pay‑for‑performance alignment relative to investor expectations for director “skin‑in‑the‑game” .
- Board power concentration: Chairman is an “interested” director (CEO/adviser controller) and Board has no Lead Independent Director; potential governance risk mitigated in part by Audit Chair liaison function .
- Transparency of director performance pay: While policy references participation and chair fees, specific fee amounts beyond the $100,000 annual retainer are not disclosed; absence of equity component reduces long‑term alignment .
Overall, Daley’s independence, attendance, and committee leadership are positives for board effectiveness; however, lack of equity ownership and a governance structure without a Lead Independent Director amid an “interested” Chairman warrant ongoing monitoring for investor confidence .