Mary Ann Cloyd
About Mary Ann Cloyd
Independent director since January 2021; age 70 as of March 18, 2025; retired PwC partner with 39 years in public accounting and corporate governance. She is Audit Committee Chair, Lead Independent Director since June 2024, and a member of the Nominating & Governance Committee; recognized as an “audit committee financial expert.” Background includes leadership of PwC’s Center for Board Governance and service on PwC’s Global and U.S. Boards of Partners and Principals; she is a retired CPA. External public boards include Fresh Del Monte Produce (NYSE: FDP), and prior service at Bellerophon Therapeutics (Nasdaq: BLPH) and Angel Pond Holdings (NYSE: POND). Non-profit affiliations include Caltech Associates, UCLA Iris Cantor Women’s Health Center Advisory Board, and Geffen Playhouse (Vice Chair) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Partner; leader, Center for Board Governance | Partner 1990–2015; led Center 2012–2015 | Led board governance thought leadership; retired CPA; served on PwC Global and U.S. Boards of Partners and Principals (2004–2013) |
| PwC Global & U.S. Boards of Partners & Principals | Board member | 2004–2013 | Governance oversight within PwC partnership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Fresh Del Monte Produce, Inc. (NYSE: FDP) | Director | Since May 2019 | Public company board; global agribusiness |
| Bellerophon Therapeutics (Nasdaq: BLPH) | Director | Feb 2016 – Mar 1, 2024 | Clinical-stage biotherapeutics; stepped down in 2024 |
| NCMIC Group, Inc. (private mutual) | Director | Since Apr 2018 | Insurance and financial services |
| Angel Pond Holdings Corp. (NYSE: POND) | Director | Mar 2021 – Dec 2022 | SPAC board |
| Caltech Associates | Board member | N/A | Non-profit affiliation |
| UCLA Iris Cantor Women’s Health Center | Advisory Board member | N/A | Non-profit affiliation |
| Geffen Playhouse | Vice Chair | N/A | Non-profit affiliation |
Board Governance
- Committee assignments: Audit Committee Chair; Nominating & Governance Committee member; Lead Independent Director since June 2024 .
- Independence: Board determined all nominees except the CEO are independent under SEC and Nasdaq standards; Audit Committee members are independent; Cloyd recognized as an audit committee financial expert .
- Audit Committee scope includes oversight of financial reporting, internal controls, risk, related-party transaction review, and cybersecurity/IT risks; met four times in 2024 .
- Nominating & Governance Committee met once in 2024; responsibilities include director selection, governance practices, and succession planning .
- Board meeting attendance: Board met 10 times in 2024; each director attended at least 75% of Board and committee meetings; all current directors attended the 2024 annual meeting .
- Board leadership: No Board Chair since March 2023; CEO presides over Board; Lead Independent Director duties include presiding over executive sessions, agenda input, and stockholder communications oversight .
- Policies: Anti-hedging policy for directors, officers, employees; insider trading policy; Dodd-Frank-compliant clawback policy adopted October 2023 for incentive compensation tied to financial metrics .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $68,138 | Actual cash fees earned in 2024 |
| Annual Retainer – Board Member | $35,000 | Standard annual cash retainer for non-employee directors |
| Audit Committee Chair Fee | $15,000 | Annual chair fee |
| Nominating & Governance Committee Member Fee | $5,000 | Annual member fee |
| Lead Independent Director Retainer | $25,000 | Annual retainer; Cloyd served as Lead Independent Director since the 2024 annual meeting |
Notes: The fee schedule reflects standard rates; individual cash totals can differ due to mid-year role changes and proration. Cloyd’s 2024 cash total was $68,138 .
Performance Compensation
| Equity Award (2024) | Grant Date Fair Value (USD) | Vesting Terms | Outstanding RSUs at 12/31/2024 |
|---|---|---|---|
| RSUs (annual director grant) | $87,963 | Vests at earlier of next annual meeting or one-year anniversary of grant | 78,217 RSUs |
| Performance Metrics Tied to Director Equity | Status |
|---|---|
| Performance conditions (e.g., revenue, EBITDA, TSR) | None; director RSUs are time-based and vest per annual cycle |
Other Directorships & Interlocks
- Public company directorships: Fresh Del Monte Produce (current); Bellerophon Therapeutics (former); Angel Pond Holdings (former). No disclosed interlocks with Ekso’s customers, suppliers, or financing counterparties; no related-party transactions involving Cloyd reported above SEC $120,000 threshold .
- Compliance: One Form 4 was filed late in 2024 due to administrative error (company-wide note); applies to each director including Cloyd .
Expertise & Qualifications
- Financial expertise: Retired CPA; designated audit committee financial expert; extensive experience in public accounting, governance, and risk oversight .
- Governance leadership: Led PwC’s Center for Board Governance; served on PwC Global and U.S. Boards; current Lead Independent Director at Ekso .
- Industry exposure: Experience spans healthcare (Bellerophon), agribusiness (Fresh Del Monte), insurance/financial services (NCMIC), and SPAC governance (Angel Pond) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Composition Notes |
|---|---|---|---|
| Mary Ann Cloyd | 142,288 | * (<1%) | Consists of common shares; RSUs outstanding of 78,217 at 12/31/2024 (RSUs typically not counted as beneficial unless vest within 60 days) |
- Pledging/Hedging: No pledging disclosed; hedging transactions prohibited by company policy .
Governance Assessment
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Strengths:
- Robust financial oversight: Audit Chair with audit committee financial expert credentials; committee met four times in 2024 and covers cybersecurity risk .
- Independent leadership: Lead Independent Director role enhances oversight in a CEO-chaired board structure; independence affirmed under SEC/Nasdaq .
- Alignment: Mix of cash and annual RSUs; standard director retainer structure with additional lead independent retainer; meaningful RSU holdings outstanding .
-
Watch items / potential red flags:
- Compensation consultant: Company disclosed that no independent compensation consultant advised in 2024 and intends to engage one ahead of next say-on-pay; while a Compensation Committee matter, broader governance investors may prefer established practice continuity .
- Filing timeliness: One late Form 4 in 2024 due to administrative errors; minor but noted for compliance rigor .
- Listing risk context: Company pursuing reverse split to maintain Nasdaq listing and expanding equity plan share reserve; dilutive overhang and governance demands on independent directors to steward capital raising and dilution trade-offs (contextual to board but not a Cloyd-specific conflict) .
Overall, Cloyd’s deep audit and governance background, independent status, and leadership as Audit Chair and Lead Independent Director support board effectiveness; no related-party conflicts involving Cloyd are disclosed, and her compensation/ownership profile suggests alignment via annual RSUs, complemented by standard committee and leadership retainers .