Cynthia Ekberg Tsai
About Cynthia Ekberg Tsai
Independent director at Ethan Allen Interiors Inc. (ETD) since 2021; age 69. Tsai is Audit Committee Chair and a member of the Compensation and Corporate Governance, Nominations & Sustainability Committees. Background spans 40+ years in global finance and technology: CEO of Healthquest; founder and former CEO of Tana Systems (through Nov 2023); 16 years as a Vice President at Merrill Lynch and Kidder Peabody; BA in Psychology from the University of Missouri . The Board classifies her as independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tana Systems | Founder; former CEO | Through Nov 2023 | Global software and IT company; Tsai was CEO until Nov 2023 . |
| Merrill Lynch | Vice President | Part of 16 years on Wall Street | Investment banking/finance experience . |
| Kidder Peabody | Vice President | Part of 16 years on Wall Street | Investment banking/finance experience . |
| HealthExpo | Founder; former CEO | Not disclosed | Built largest consumer healthcare event in the U.S. . |
| MassTech Ventures | General Partner | Not disclosed | MIT-focused technology equity fund . |
External Roles
| Organization | Role | Committees/Impact |
|---|---|---|
| Montana Bioscience Alliance | Chairman of the Board | Industry leadership; bioscience ecosystem engagement . |
| Stand Up To Cancer Foundation | Board Member | Non-profit governance . |
| Prix Galien Foundation | Board Member | Life sciences recognition advocacy . |
| Certus Critical Care Inc. | Board Member | Healthtech oversight . |
| VitaNay Inc. | Board Member | Health/biotech oversight . |
| Titin KM Biomedical | Board Member | Biomed oversight . |
No current public company directorships disclosed .
Board Governance
- Committee assignments: Audit (Chair), Compensation (Member), Corporate Governance, Nominations & Sustainability (Member) .
- Independence: The Board determined Tsai is independent under NYSE rules; CEO/Chair remains combined, offset by an empowered Lead Independent Director (John J. Dooner, Jr.) .
- Attendance and engagement: 100% attendance by each director at five Board meetings in FY2025; 100% attendance at all regularly scheduled committee meetings; independent directors held five executive sessions chaired by the Lead Independent Director .
- Audit Committee leadership: Tsai chairs audit and is listed in the Audit Committee Report; the committee oversees financial reporting, controls, and reviews related-party transactions .
- Compensation governance: Tsai is a signatory to the Compensation Committee Report; the committee did not retain a compensation consultant in FY2025 (authorized to do so) .
- Related-party transactions: None requiring approval/ratification/disclosure since the start of FY2025 through the proxy filing date .
- Insider risk controls: Anti-hedging/anti-pledging policy; insider trading pre-clearance and windowing; clawback policy for erroneously awarded compensation .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Annual Cash Retainer | $60,000 | Non-employee director annual cash retainer . |
| Audit Committee Chair Fees | $4,000/quarter ($16,000 annually) | Chair cash retainer . |
| Total Cash Fees (FY2025) | $76,000 | Fees earned/paid in cash to Tsai . |
| Meeting Fees | $0 | No additional meeting fees paid in FY2025 . |
| Reimbursements | Travel/lodging reasonable expenses | Standard practice . |
Performance Compensation
| Grant Type | Grant Date | Units/Options | Fair Value (FY2025) | Vesting | Exercise Term |
|---|---|---|---|---|---|
| Stock Options | Aug 7, 2024 | 3,330 | $24,476 | 3 equal annual installments beginning 1st anniversary | Up to 10 years; strike = fair market value on grant date . |
FY2025 director equity awards were stock options equal to $100,000 divided by closing price on grant date; Tsai’s recognized grant-date fair value was $24,476 .
Other Directorships & Interlocks
- Interlocks/conflicts: No related-person transactions (≥$120,000) requiring disclosure; Audit Committee reviews and must approve any such transactions if consistent with stockholder interests .
- Customers/suppliers/competitors: No disclosed shared directorships with ETD’s major customers/suppliers/competitors .
Expertise & Qualifications
- Domain expertise: Finance, technology, business development, brand building; operating and investment banking experience .
- Education: BA in Psychology, University of Missouri .
- Board skills matrix: CEO/senior executive experience, risk management, international, operating, retail & digital, finance, marketing/brand, cybersecurity, sustainability/governance .
Equity Ownership
| As of Sept 12, 2025 | Direct/Indirect Shares | Rights to Acquire within 60 Days | Total Beneficially Owned | Ownership % | Options Outstanding | Options Vested/Exercisable ≤60 Days |
|---|---|---|---|---|---|---|
| Cynthia Ekberg Tsai | — | 7,015 | 7,015 | <1% | 10,191 | 7,015 . |
Company policy prohibits hedging and pledging of Company stock; director stock ownership guidelines require ownership equal to 3× annual cash compensation, but individual compliance status is not disclosed in the proxy .
Governance Assessment
- Strengths: Independent Audit Chair with 100% attendance; cross-committee membership enhances oversight continuity; strong insider risk controls (anti-hedging/pledging; clawback) .
- Alignment signals: Director cash-plus-options mix; options vest over time and align with long-term share price appreciation; no related-party exposures disclosed .
- Considerations: Combined CEO/Chair structure persists; mitigated by an empowered Lead Independent Director and frequent executive sessions of independents . Tsai’s beneficial ownership consists of rights to acquire/stock options with no direct share holdings disclosed, which may indicate lower immediate “skin-in-the-game” versus direct share ownership, though policy restricts pledging/hedging and sets ownership guidelines .
RED FLAGS
- None disclosed: No related-party transactions; 100% attendance; anti-hedging/pledging in force .
- Monitoring point: Limited direct share holdings (beneficial ownership via rights to acquire/options) relative to director ownership guidelines—actual compliance not disclosed .