Kimberly Sheehy
About Kimberly Sheehy
Independent director since July 2021; age 60. Certified Public Accountant (since 1990) with NACD Certified Directorship (NACD.DC). BS in Accounting, University of Cincinnati (1989). Tenure includes roles as CFO and public company board audit chair, positioning her as Evolv’s Audit Committee Chair and an “audit committee financial expert” under Regulation S-K .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ResMan LLC (private) | Chief Financial Officer | Mar 2019 – May 2020 | Led finance for software serving multifamily property managers |
| Lori’s Gifts, Inc. (private) | Chief Financial Officer | Apr 2018 – Mar 2019 | Finance leadership for hospital retail operations |
| StackPath, LLC (private) | Chief Financial Officer | Nov 2015 – Oct 2017 | CFO of edge computing platform provider |
| CyrusOne Inc. (NASDAQ: CONE) | Chief Financial & Administrative Officer | Nov 2012 – Oct 2015 | Executive at public REIT managing data centers |
| Cincinnati Bell Inc. (NYSE: CBB) | Senior finance roles | Prior years | Various senior finance roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CVB Financial Corp (NASDAQ: CVBF) | Director | Current | Audit Committee Chair; member of Compensation and Nominating & Corporate Governance Committees |
| Shift Technologies Inc. (NASDAQ: SFT) | Director (former) | Prior | Audit Committee Chair |
| Switch, Inc. (NASDAQ: SWCH) | Director (former) | Prior | Audit Committee Chair |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member; Investment Committee member .
- Independence: Board determined Sheehy is independent under Nasdaq rules; all members of Audit and Compensation Committees meet heightened independence requirements .
- Attendance/engagement: Board held 24 meetings in FY2024; each director attended ≥75% of Board and applicable committee meetings; Audit Committee met 7 times; Compensation Committee met 4 times; Investment Committee met 4 times .
- Risk oversight: As Audit Chair, responsibilities include oversight of financial reporting, risk (including cybersecurity), and related-person transactions; she signed the Audit Committee report recommending inclusion of the FY2024 audited financial statements in the Form 10-K .
- Policies reinforcing alignment: Anti-hedging & anti-pledging policy applies to directors; robust clawback policies expanded in Jan 2025 to cover misconduct and miscalculations beyond restatements .
Fixed Compensation
| Component | Policy Detail | 2024 Amount for Sheehy |
|---|---|---|
| Annual Board cash retainer | $40,000 | Included in cash total |
| Audit Committee Chair | $20,000 | Included in cash total |
| Compensation Committee Member | $5,000 | Included in cash total |
| Investment Committee Member | $5,000 | Included in cash total |
| 2024 Cash Fees (sum) | Quarterly in arrears | $70,000 |
| Meeting fees | None disclosed | — |
- Director stock ownership guidelines: Minimum holding = 5x annual cash retainer; adopted April 2025. As of April 21, 2025, each non-employee director was compliant or had time to comply .
Performance Compensation
| Equity Type | Grant Policy | 2024 Grant to Sheehy | Vesting |
|---|---|---|---|
| Annual RSU grant | $155,000 value at each annual meeting; prorated for off-cycle appointments; accelerates upon change in control | 54,195 RSUs granted during FY2024 (grant-date fair value $154,998) | Vests fully on earlier of 1-year anniversary or next annual meeting date preceding the date; CoC accelerates |
- Directors do not receive performance-based equity; RSUs are time-based and intended for alignment and retention .
Other Directorships & Interlocks
| Company | Relationship to EVLV | Potential Interlock/Conflict Considerations |
|---|---|---|
| CVB Financial Corp | Unrelated financial services company | EVLV Investment Committee oversees depository banking selection; no related-party transactions with CVB disclosed . |
| Shift Technologies; Switch, Inc. | Former roles | No EVLV related-party transactions disclosed with these entities . |
Expertise & Qualifications
- CPA with deep public company finance and audit oversight experience; designated audit committee financial expert .
- Prior C-Suite roles (CFO/CAO) in technology, edge computing, data centers; governance credentials NACD.DC .
- Committee workload includes Audit Chair during restatement remediation and governance enhancements .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (Apr 21, 2025) | 143,035 shares | Less than 1% of outstanding; consists of 88,840 common + 54,195 RSUs vesting within 60 days . |
| Composition | 88,840 direct common; 54,195 RSUs | RSUs vest within 60 days of April 21, 2025 . |
| Shares pledged/hedged | None permitted under policy | Anti-hedging and pledging policy prohibits such transactions . |
| Ownership as % of outstanding | ~0.09% | Based on 163,470,325 shares outstanding; computed from disclosed figures . |
Insider Trades (Form 4 filings)
| Filing Date | Description | Link |
|---|---|---|
| 2025-06-24 | Statement of changes in beneficial ownership (Form 4) | |
| 2025-06-03 | Form 4 filed (PDF) |
Note: Annual director RSU grants are made on the annual meeting date ($155,000 value), which typically drives a corresponding Form 4; specific share amounts and transaction codes are as per the linked filings .
Governance Assessment
-
Strengths
- Independence and technical competence: Audit Chair designated as financial expert; independent status affirmed; robust committee workload and attendance .
- Oversight credibility: Signed Audit Committee report; Audit Committee met 7 times amid restatement remediation; expanded clawback policy underscores accountability .
- Alignment mechanisms: Significant equity-based director compensation (approx. 73% of 2024 total); ownership guidelines (5x retainer); anti-hedging/pledging policy .
- Compensation governance: Member of Compensation Committee, which retains independent advisor FW Cook; no compensation committee interlocks or related-party relationships disclosed .
-
Watch items / potential conflicts
- Investment Committee membership: Committee oversees depository banking and capital structure; Sheehy also serves on a bank’s board (CVB Financial). No related-person transactions disclosed, but monitor for any future EVLV banking relationships involving CVB to preempt perceived conflicts .
- Restatement context: Board highlighted material weaknesses and remediation steps; continued vigilance on control enhancements remains essential for investor confidence .
-
Alignment & incentives
- 2024 director pay mix: Cash $70,000 vs. equity $154,998 (total $211,399), skewed to equity, aligning with shareholders; annual RSU grants vest in one year, with CoC acceleration per plan .
- Ownership: 143,035 shares beneficially owned as of April 21, 2025 (includes near-term vesting RSUs); anti-hedging/pledging policy helps maintain alignment .
-
Board effectiveness signals
- Stockholder engagement and governance upgrades in 2024–2025 (ownership guidelines, compensation program redesign, MSUs for executives) support responsiveness; as Compensation Committee member, Sheehy is positioned to sustain pay-for-performance discipline .
Appendix: Committee Matrix (for reference)
| Committee | Members | Chair |
|---|---|---|
| Audit | Kimberly Sheehy; David Mounts Gonzales; Richard Shapiro | Kimberly Sheehy |
| Compensation | Kevin Charlton; Kimberly Sheehy; Mark Sullivan | Kevin Charlton |
| Nominating & Corporate Governance | Richard Shapiro; Neil Glat; Bilal Zuberi | Richard Shapiro |
| Investment | Kevin Charlton; Neil Glat; Kimberly Sheehy | Kevin Charlton |