Michael Alicea
About Michael Alicea
Michael Alicea (age 57) has served on Emerald Holding, Inc.’s Board since December 2015. He is currently Chief Human Resources Officer at Trellix, and previously held senior human capital, communications, operations, and M&A leadership roles at Nielsen. He holds a B.B.A. in Human Resources & Organizational Management and completed graduate coursework in Business Policy at Baruch College. The Board has determined Mr. Alicea is independent under NYSE rules and Rule 10A‑3(b)(1) of the Exchange Act .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trellix | Chief Human Resources Officer | Not disclosed | Oversees global HR; relevant for talent/compensation oversight |
| Nielsen | Chief People Officer and various leadership roles in HR, communications, operations | Not disclosed | Deep HR/operations experience; M&A disciplines |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Trellix | Chief Human Resources Officer | Not disclosed | Private cybersecurity company; operating role (not a public board) |
Board Governance
- Board class: Class III director; term expires at the 2026 Annual Meeting .
- Committee assignments: Chair of the Compensation Committee and member of the Audit Committee .
- Independence: Board affirmatively determined he is independent under NYSE and Rule 10A‑3 .
- Attendance and engagement:
- Board held five meetings in 2024; all directors who served attended at least 75% of Board and applicable committee meetings; all nine directors attended the 2024 Annual Meeting .
- 2024 committee meetings: Audit (6, plus informal), Compensation (4, incl. one written consent), Nominating & Corporate Governance (2, incl. two written consents) .
- Board leadership and structure:
- CEO and Chair roles separated (CEO: Hervé Sedky; Chair: Kosty Gilis); no Lead Independent Director; majority-independent Board; fully independent Audit Committee .
- Controlled company considerations: Onex owned ~92.4% of common stock as of March 31, 2025; Emerald qualifies as a “controlled company,” which permits certain governance exemptions; Compensation and Nominating committees are not fully independent (Compensation is 3/4 independent; Nominating is 1/2 independent) .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual Board Retainer (Independent Directors) | $175,000 | $75,000 cash + $100,000 RSUs; RSUs granted in Q1 and vest over one year . |
| Committee Chair Fee | $15,000 | Compensation Committee Chair fee (Alicea) . |
| Audit Committee Member Fee | $10,000 | Audit Committee member fee (Alicea) . |
| 2024 Total Director Compensation (Alicea) | $200,000 | $100,000 cash; $100,000 RSUs (grant date fair value) . |
Notes:
- As of December 31, 2024, each director held 15,175 unvested RSUs; Mr. Alicea also held 7,750 fully vested options as of that date .
Performance Compensation
- Emerald does not disclose any performance-conditioned compensation for directors; annual RSUs are time-based and vest over one year .
- Company-wide clawback policy adopted in November 2023 applicable to executive incentive compensation; not specific to directors’ RSUs .
Other Directorships & Interlocks
| Area | Observation |
|---|---|
| Other public company directorships | None disclosed for Alicea . |
| Compensation Committee interlocks | Company discloses no interlocking relationships involving members of its Compensation Committee (Alicea is Chair) . |
Expertise & Qualifications
- Human capital leadership (CHRO), executive compensation, organizational design, operations, communications, and M&A experience .
- Financial literacy for Audit Committee membership; Audit Committee composed of independent, financially literate members .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Michael Alicea | 105,391 | <1% | Based on 199,597,204 shares outstanding as of March 31, 2025 . |
Additional alignment policies:
- Director stock ownership guideline: independent directors must hold shares equal to 4x annual cash retainer ($300,000); compliance status not disclosed per director .
- No hedging or pledging permitted for directors under the Company’s securities trading policy .
Governance Assessment
-
Strengths:
- Independent status and dual role on key committees (Compensation Chair; Audit member) support robust oversight of pay and financial reporting .
- Documented attendance and regular executive sessions of non-management directors indicate engagement .
- Anti-hedging/anti-pledging policy and director ownership guidelines promote alignment .
- No Compensation Committee interlocks disclosed (reduces conflict risk) .
-
Watch items / potential red flags:
- Controlled company: Onex’s 92.4% ownership and presence of an Onex executive on Compensation and Nominating committees can concentrate influence; Nominating and Compensation committees are not fully independent (allowed under NYSE controlled company exemptions) .
- No Lead Independent Director despite a non-independent Chair; Board cites majority independence as mitigating factor .
-
Shareholder context:
- Strong advisory support for executive pay and say-on-frequency (2023: >99% say-on-pay approval; ~96% for a 3‑year frequency), indicating general investor confidence in compensation governance; next say-on-pay scheduled for 2026 .
-
Related-party exposure:
- Transactions primarily relate to Onex (registration rights; prior ASM Global relationship; Convex insurance underwriting); Emerald discloses Audit Committee review policies for related party transactions; none specific to Alicea .
Overall implication: Alicea’s HR and compensation background is additive to pay governance quality, and his Audit Committee role enhances financial oversight. The controlled company structure and partial committee independence warrant continued monitoring, but current safeguards (independent majority, independent Audit Committee, ownership guidelines, anti-hedging) partially mitigate governance risk .