Lisa Klinger
About Lisa Klinger
Independent director since April 2018; Audit Committee Chair since March 2019. Age 58 as of March 31, 2025. Former CFO/CAFO with deep finance, audit, and public-company board experience; designated “audit committee financial expert” under SEC rules. BSBA in Finance, Bowling Green State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ideal Image Development Corp. | Chief Administrative and Financial Officer | Not disclosed | Finance, administration leadership |
| Peloton Interactive, Inc. | Chief Administrative and Financial Officer | Not disclosed | Finance, administration leadership |
| Vince Holding Corp. | Chief Financial Officer and Treasurer | Not disclosed | Public company CFO |
| The Fresh Market, Inc. | EVP & Chief Financial Officer | Not disclosed | Retail finance leadership |
| Michaels Stores, Inc. | Financial leadership roles | Not disclosed | Corporate finance |
| Limited Brands | Financial leadership roles | Not disclosed | Corporate finance |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Nexxen | Director; Audit Committee Chair; Compensation Committee member | Not disclosed | Audit (Chair); Compensation |
| The Container Store Group, Inc. | Director; Chairperson of the Board; Audit & Compensation Committee member (prior) | Not disclosed | Audit; Compensation |
Board Governance
- Committee assignments: Audit Committee Chair; Audit Committee comprises Klinger (Chair), Michael Alicea, Todd Hyatt; Audit met 6 times in 2024 and also held informal discussions .
- Independence: Board determined Klinger is independent under NYSE rules and Exchange Act Rule 10A-3 .
- Attendance: All directors (including Klinger) attended at least 75% of Board and applicable committee meetings in 2024; all nine directors attended the 2024 Annual Meeting .
- Board structure: No designated Lead Independent Director; CEO and Chair roles separated; company is a “controlled company” (Onex owns 92.4%) and thus exempt from certain NYSE independence requirements .
- Risk oversight: Audit Committee oversees financial reporting, internal controls, related-party transactions, and enterprise risks including cybersecurity and privacy; meets at least quarterly with CFO and PwC .
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board cash retainer | $75,000 | Paid quarterly |
| Audit Committee Chair retainer | $25,000 | Additional to base |
| Total cash fees (2024) | $100,000 | Fees earned/paid in cash |
Performance Compensation (Director)
| Equity Instrument | Grant Value (USD) | Vesting | Shares Outstanding (Unvested) |
|---|---|---|---|
| Annual RSU grant (2024) | $100,000 | One-year vest | 15,175 unvested RSUs as of 12/31/2024 |
| Director ownership guideline | $300,000 | 4x annual cash retainer; 5-year compliance window | Applies to all independent directors |
| Hedging/pledging policy | Prohibited | Applies to directors and officers | No hedging or pledging allowed |
- Structure: Director equity is time-based RSUs; no director PSUs/options disclosed for 2024; no performance metrics applied to director equity grants .
Other Directorships & Interlocks
- Current public boards: Nexxen (Audit Chair; Compensation Committee) .
- Prior public boards: The Container Store Group, Inc. (Chairperson; Audit and Compensation Committees) .
- Compensation Committee interlocks: Company discloses no interlocking relationships among compensation committee members and other companies; Klinger is not on EEX’s Compensation Committee .
Expertise & Qualifications
- Audit committee financial expert designation under SEC rules; financially literate per NYSE .
- Senior finance leadership across retail, consumer, fitness, and branded companies; extensive public-company board experience .
- Adds robust audit oversight and risk management capabilities to EEX’s Board .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Unvested RSUs | Notes |
|---|---|---|---|---|
| Lisa Klinger | 82,701 | <1% | 15,175 (as of 12/31/2024) | Beneficial ownership as of 3/31/2025; RSUs unvested count per director schedule |
- Ownership guideline assessment: At $4.82 per share (12/31/2024 close), 82,701 shares indicate ~$398k of value, exceeding the $300k guideline threshold (illustrative; guideline measured on a broader set of eligible holdings) .
Governance Assessment
-
Strengths
- Independent director with audit chair experience and SEC “financial expert” designation, enhancing oversight of reporting, controls, and related-party reviews .
- Consistent engagement (≥75% attendance), quarterly risk oversight cadence, and prohibition on hedging/pledging support alignment and investor confidence .
- Director pay mix balanced between cash ($100k) and equity RSUs ($100k), with stock ownership guidelines set at $300k to reinforce skin-in-the-game .
-
Risks and potential conflicts
- Controlled company status: Onex owns 92.4% and two Onex-affiliated directors serve, reducing the requirement for fully independent committees (Compensation, Nominating & Governance not entirely independent) .
- Related-party exposures historically included ASM Global venue fees ($1.0M in 2024; Onex exited ASM in Q3 2024) and Convex insurance premiums (~$0.5M in 2024), though the Audit Committee reviews and policies require arm’s-length terms .
- No Lead Independent Director, with a non-independent Chair, mitigated in part by majority-independent Board and executive sessions at most meetings .
-
RED FLAGS
- Controlled company exemptions (committee independence) and extensive Onex rights (e.g., registration rights) warrant continued scrutiny, albeit with Audit Committee oversight and policies for related-party transactions .
- Registration rights cover ~184.5M shares, implying potential future liquidity events; monitor for governance impacts .
-
Signals
- Audit Committee leadership, explicit risk oversight (including cybersecurity/privacy), and strong ownership guideline compliance are positive governance signals .
- Section 16 compliance: Company reported late Form 4s for CEO/CFO and OPV Gem Aggregator LP; no late filings noted for Klinger in the period reviewed .
Board Governance Details (Reference)
| Committee | Members | 2024 Meetings |
|---|---|---|
| Audit | Lisa Klinger (Chair), Michael Alicea, Todd Hyatt | 6 (plus informal) |
| Compensation | Michael Alicea (Chair), Lynda Clarizio, Kosty Gilis, Emmanuelle Skala | 4 (incl. one unanimous written consent) |
| Nominating & Corporate Governance | Emmanuelle Skala (Chair), Kosty Gilis | 2 (incl. two unanimous written consents) |
Director Compensation (2024)
| Director | Fees Earned or Paid in Cash (USD) | Stock Awards (USD) | Total (USD) |
|---|---|---|---|
| Lisa Klinger | $100,000 | $100,000 | $200,000 |
- Each director held 15,175 unvested RSUs as of December 31, 2024; director RSUs granted in Q1 each year with one-year vest .
Related Party & Control Context (Company)
- Controlled company under NYSE due to Onex’s 92.4% ownership as of March 31, 2025 .
- Registration rights (demand/piggyback) covering ~184.5M shares; company pays registration expenses; customary indemnities .
- Related-party transactions governed by Audit Committee approval; threshold $120,000; must be no less favorable than arm’s-length .