Lisa Nelson
About Lisa Nelson
Lisa Nelson, 49, is an independent director with 25+ years of technology, finance, and operations experience, including nearly 15 years as a senior finance and business development executive at Microsoft (Managing Director, 2005–2019). She holds a BBA and a Certificate of Accounting from the University of Washington and is a Certified Public Accountant. She joined the DXYZ Board in August 2023 as a Class III director and, per the 2025 proxy, is not standing for re‑election; her term expires at the 2025 Annual Meeting. As Audit Committee Chair, she has acted as a liaison between independent directors and management.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft Corporation | Managing Director; senior finance and business development executive | 2005–2019 | Worked closely with Microsoft’s audit committee in executive finance roles |
| Astra Space, Inc. | Director | 2021–2024 | Chair, Compensation Committee; served on audit committee (2023 proxy) |
| Limeade, Inc. | Director | 2022–2023 | Audit Committee Chair |
| Seattle Bank, Inc. | Director | 2021–2025 | Audit Committee member |
| Envel, Inc. | Director | 2021–2023 | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spark, Inc. (New Zealand) | Director; Audit Committee member | 2024–present | Serves on audit committee |
| Brooks Running | Strategic Advisor | 2021–present | Berkshire Hathaway portfolio company with >$1B in sales |
| Flying Fish | Advisor | 2020–present | Advisor to venture fund |
| Movac | Advisor | 2020–present | Advisor to venture fund |
Board Governance
- Independence: The Board determined Ms. Nelson qualifies as an Independent Director under NYSE, Exchange Act, and 1940 Act standards; only Independent Directors serve on Audit, Compensation, and Nominating & Governance committees.
- Lead independent function: The Board does not have a Lead Independent Director; as Audit Chair, Ms. Nelson acts as liaison between independent directors and management.
- Attendance: The Board met 8 times in 2024, and each incumbent director attended all Board and all committee meetings in 2024 (i.e., 100% attendance).
| Committee | Current Members (as of proxy date) | Current Chair | 2024 Meetings | Post‑Annual Meeting Composition | Post‑Annual Chair |
|---|---|---|---|---|---|
| Audit | Lisa Nelson; Travis Mason; Lee Daley | Lisa Nelson | 5 | Marissa Chacko; Travis Mason; Lee Daley; Charles Jacobson; Nathan Rodland | Charles Jacobson |
| Nominating & Corporate Governance | Travis Mason; Lee Daley; Lisa Nelson | Travis Mason | Not disclosed | Travis Mason; Lee Daley; Charles Jacobson; Nathan Rodland; Marissa Chacko | Travis Mason |
| Compensation | Lee Daley; Travis Mason; Lisa Nelson | Lee Daley | 1 | Lee Daley; Travis Mason; Charles Jacobson; Nathan Rodland; Marissa Chacko | Lee Daley |
Fixed Compensation
- Policy: Independent Directors receive an annual cash fee of $100,000; reimbursements for reasonable out‑of‑pocket expenses; and annual fees for serving as a committee chairperson (amounts not itemized in proxy). No fees are paid to “interested” directors.
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Aggregate Director Compensation (Cash) | $0 (appointed Aug 2023; no 2022 pay) | $34,239 | $100,000 |
Performance Compensation
- The company discloses no stock or option plan, non‑equity incentive plan, or pension plan for directors; director pay is cash‑based.
- Hedging, short‑selling, monetization transactions, and pledging of company securities are prohibited for directors and officers under the insider trading policy.
Other Directorships & Interlocks
| Organization | Public/Private | Role | Period |
|---|---|---|---|
| Astra Space, Inc. | Public | Director; Chair, Compensation Committee | 2021–2024 |
| Limeade, Inc. | Public (at service time) | Director; Audit Committee Chair | 2022–2023 |
| Spark, Inc. (New Zealand) | Public | Director; Audit Committee member | 2024–present |
| Seattle Bank, Inc. | Private | Director; Audit Committee member | 2021–2025 |
| Envel, Inc. | Private | Director | 2021–2023 |
Expertise & Qualifications
- CPA with BBA and Certificate of Accounting (University of Washington); extensive finance and accounting background.
- 25+ years leading business growth, scaling operations, risk management, and transformation across startups and Fortune 500s (Microsoft).
- Significant audit and compensation committee leadership experience (Audit Chair at DXYZ; Audit Committee experience at Spark NZ and Seattle Bank; Audit Chair at Limeade; Compensation Chair at Astra).
Equity Ownership
| As of Record Date (Oct 13, 2025) | Shares Owned | Ownership % of 14,427,988 shares | Dollar Range |
|---|---|---|---|
| Lisa Nelson | 0 | 0% | None |
- Policy prohibits hedging/short‑selling/monetization and pledging of company securities by directors and certain affiliates.
- Note: We attempted to retrieve Form 4 insider trading data for Ms. Nelson but could not access the feed (authorization error); consider monitoring EDGAR for any subsequent filings.
Governance Assessment
- Strengths: Independent status; Audit Committee Chair; 100% attendance in 2024; robust audit oversight (committee met 5 times); strong finance/accounting credentials (CPA) and multi‑committee experience.
- Alignment: Director compensation is cash‑based; proxy discloses $100k annual fee and no director equity plan; Ms. Nelson reports no DXYZ share ownership as of the 2025 record date. While this reduces direct equity alignment, the company prohibits hedging/pledging to protect integrity.
- Oversight/Liaisons: In absence of a Lead Independent Director, Audit Chair Ms. Nelson serves as liaison between independent directors and management—an important counterbalance given an “interested” Chair/CEO.
- Transition watch‑item: After the 2025 Annual Meeting, Ms. Nelson will roll off the Board and committee leadership will transition (Audit Chair moving to Charles Jacobson; committees expanding). Monitor continuity and handoff to preserve audit oversight quality.