Emmanuelle Skala
About Emmanuelle Skala
Independent Class III director of Emerald Holding, Inc. (EEX), age 52, serving on the Board since January 2018. Skala is Chair of the Nominating and Corporate Governance Committee and a member of the Compensation Committee; the Board has affirmatively determined she is independent under NYSE rules and Rule 10A‑3 . She holds an MBA in Marketing and Finance from NYU Stern and a B.S. in Industrial Management from Carnegie Mellon University; she previously held senior operating roles at Toast, Sophos, Influitive, and DigitalOcean, and teaches a Go‑To‑Market class at MIT Sloan .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Toast, Inc. (NYSE: TOST) | SVP Customer Success; later SVP Operations & GM Hardware | 2017–2024 | Led post‑sales customer teams; operational leadership in hardware |
| Sophos Group PLC | Various senior roles | 2008–2013 | Enterprise security go‑to‑market experience |
| Influitive Corporation | VP Sales | 2014–2016 | Customer advocacy/SaaS sales leadership |
| DigitalOcean Holdings Inc. (NYSE: DOCN) | VP Sales & Customer Success | 2016–2017 | Cloud infrastructure GTM and CS leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MIT Sloan School of Business | Instructor (Go‑To‑Market class) | Ongoing | Academic engagement in GTM strategy |
| “Several high growth technology companies” | Board member | Ongoing | Specific companies not disclosed in proxy |
Board Governance
- Committees: Chair, Nominating & Corporate Governance; Member, Compensation. Not on Audit Committee .
- Independence: Board determined Skala to be independent under NYSE and Rule 10A‑3 .
- Attendance: Board held five meetings in 2024; all directors attended at least 75% of Board and committee meetings; executive sessions of non‑management directors occur at most Board meetings .
- Committee activity (2024): Audit 6 meetings (plus informal discussions); Compensation 4 (including one unanimous written consent); Nominating & Corporate Governance 2 (including two unanimous written consents) .
- Board structure: EEX is a “controlled company” (Onex owns 92.4%); majority‑independent Board, fully independent Audit Committee; Compensation Committee 3/4 independent; Nominating & Corporate Governance Committee 1/2 independent; no designated Lead Independent Director .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $75,000 | Paid quarterly |
| Committee membership fees | $7,500 | Compensation Committee member fee |
| Total cash fees | $82,500 | Sum of cash components |
| Annual RSU grant | $100,000 | Granted Q1; one‑year vest; aggregate grant date fair value |
| Total annual director compensation | $182,500 | Cash + RSUs |
| Unvested director RSUs (as of 12/31/2024) | 15,175 units | Each director held 15,175 unvested RSUs |
- Ownership guidelines: Independent directors must hold shares equal to 4x annual cash retainer ($300,000) within five years of IPO or joining the Board .
Performance Compensation
| Feature | Design | Metric Targets | Vesting |
|---|---|---|---|
| Director equity structure | Time‑based RSUs | None (no performance metrics tied to director awards) | RSUs vest over one year |
No performance‑based equity, options, or incentive metrics apply to non‑employee director compensation at EEX; RSUs are time‑based only .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Not disclosed for Skala in the proxy |
| Committee interlocks | None: no interlocking relationships for Compensation Committee members; Skala is not a current or former EEX executive |
| Controlled company context | Two Onex‑affiliated directors (Gilis, Munk) are not independent; Skala is independent |
Expertise & Qualifications
- SaaS sales, customer success, and operations leadership; GTM expertise, product and hardware operations from Toast and prior roles .
- Academic instruction in GTM at MIT Sloan; frequent industry speaker and investor; board roles in high‑growth tech companies (not specified) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 83,141 shares | As of March 31, 2025; less than 1% of outstanding |
| Shares outstanding (record date) | 199,597,204 | For percentage context |
| Ownership % | <1% | Table indicates “*” less than 1% |
| Unvested RSUs (director program) | 15,175 units | As of 12/31/2024 for each director |
| Hedging/pledging | Prohibited | Company securities trading policy bans pledging/margin and hedging |
| Director ownership guidelines | 4x cash retainer ($300,000) | Compliance status not individually disclosed |
Governance Assessment
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Positives
- Independent director with operating depth in SaaS GTM and customer success; Chairs Nominating & Corporate Governance, reinforcing governance rigor .
- Attendance and engagement: Board met five times; directors (including Skala) met ≥75% attendance; executive sessions bolster independent oversight .
- Alignment policies: Robust director stock ownership guidelines and explicit no‑hedging/pledging policy enhance shareholder alignment .
- Compensation structure: Modest cash retainers with equity via RSUs; straightforward, time‑based vesting; committee fees limited .
-
Risks and potential red flags
- Controlled company status: Onex owns 92.4% of common stock; Nominating & Corporate Governance Committee not fully independent; no Lead Independent Director—could dilute minority shareholder influence and independent oversight .
- Related‑party exposure: Historical/ongoing transactions with Onex‑related entities (e.g., ASM venues until divestiture, Convex event cancellation insurance), though described as arm’s length; ongoing monitoring remains prudent .
- Ownership concentration: Skala’s individual ownership is <1%, typical for directors but reliance on RSUs vs. open‑market purchases may be viewed as weaker “skin‑in‑the‑game” by some investors; specific compliance with the 4x guideline not disclosed .
-
Signals for investors
- Skala’s chair role in director selection/governance is a positive for board process; however, controlled company exemptions and committee independence composition warrant scrutiny of how minority shareholder interests are protected .
- No Section 16 reporting issues cited for Skala; late filings in 2024/2025 were noted for executives and Onex affiliate, not for Skala .
Additional Reference Data
- Board and Committee Composition Snapshot (2024): Skala—Compensation Committee member; Nominating & Corporate Governance Committee Chair; Compensation Committee chaired by Michael Alicea; Audit Committee chaired by Lisa Klinger and fully independent .
- Director Compensation Program (2024): Independent directors—$75,000 cash + $100,000 RSUs annual retainer; committee fees: Compensation member $7,500; Audit Chair $25,000; etc. .
EEX governance context: Majority‑independent Board and fully independent Audit Committee partially offset controlled company risks, but absence of a Lead Independent Director and mixed independence on key committees (Nominating & Corporate Governance; Compensation) remain areas to monitor .