Liane Pelletier

About Liane J. Pelletier

Independent director since 2013; age 67. Chairs the Nominating & Corporate Governance Committee (NGC). Former public company CEO with deep boardroom experience, cybersecurity oversight credentials, and qualified financial expert designation. Education: Master’s in Business, MIT Sloan; BA in Economics (Magna Cum Laude), Wellesley College .

Past Roles

External Roles

Board Governance

• Committee assignments (2024): Chair, Nominating & Corporate Governance (NGC); not on Audit or Compensation in 2024 .
• Independence: Board determined Pelletier is independent; only independent directors serve on committees .
• Attendance: Board met 5 times in 2024; each director attended at least 75% of board and committee meetings; all directors attended the 2024 Annual Meeting; independent-director executive sessions occur at each board meeting .
• NGC 2024 activity (4 meetings): codified director time commitments (independent directors ≤4 public boards; CEO ≤1), formalized ESG materiality and ERM oversight, conducted board/committee/self-evaluations, oversaw tabletop business continuity exercises, monitored cybersecurity via semiannual CISO/CIO briefings, launched AI Steering Committee, published Human Rights & Labor Rights Statement, invested in board education on cybersecurity, AI, investor trends .
• NGC membership: Liane Pelletier (Chair), Mark Emmert, Diane Gulyas .
• Governance practices: Independent chair; no poison pill; prohibition on pledging/hedging; director stock ownership requirements; proxy access; majority vote standard with resignation policy; independent-only committees .

Fixed Compensation

Director cash/equity mix: 2024 cash $150,000 vs equity fair value $199,926 (restricted stock; immediate vesting) .

Performance Compensation

The director program uses time-based restricted stock with immediate vesting; no disclosed TSR/financial performance metrics for director equity .

Other Directorships & Interlocks

• Director time commitments policy: Independent directors may serve on no more than four public company boards (including EXPD); NGC reviews compliance annually. Pelletier’s disclosed public company roles (EXPD + FTDR) are within policy .

Expertise & Qualifications

• Deep public company board experience over 20 years across seven companies; served/led all major board committees; qualified financial expert .
• Cybersecurity oversight credentials; architected bespoke ERM; continuous boardroom education .
• Prior public company CEO with shareholder relations and capital markets responsibility .
• Operating background in highly regulated industries; chief corporate strategy leadership at Sprint .
• Education: MIT Sloan (Master’s in Business); Wellesley College (BA, Economics, Magna Cum Laude) .

Equity Ownership

• Director stock ownership policy: Minimum holdings equal to 5x the cash board retainer (to be accumulated within first 5 years); monitored by NGC .
• Estimated alignment: 37,093 shares × $117.44 last sale price (March 11, 2025) ≈ ~$4.36 million vs implied minimum $625,000 (5 × $125,000 2024 retainer) .
• No pledging/hedging of company stock permitted for directors ; proxy reports no director or executive has pledged stock .

Governance Assessment

• Strengths:

  • Independent, long-tenured director (since 2013) with deep committee leadership; chairs NGC and leads board refreshment, evaluations, and governance policy setting .
  • Cyber and ERM orientation; NGC oversight of AI Steering Committee and semiannual cyber briefings; strong governance architecture (independent chair; independent-only committees; executive sessions) .
  • Clear director ownership requirements; prohibition on pledging/hedging; immediate vesting restricted stock aligns director pay with equity .
  • Shareholder engagement: company engaged holders representing 53% of shares and governance teams representing 49%; no poison pill; proxy access available .

• Potential concerns / monitoring:

  • Company-level material weaknesses in IT controls remain under remediation; Audit Committee active oversight with external consulting support—board’s continued governance focus is critical (not specific to Pelletier but relevant to overall board effectiveness) .
  • Say-on-Pay support 81% in 2024 vs five-year average ~89%; compensation structure is atypical and may draw external scrutiny; board requests FOR on Say-on-Pay and emphasizes pay-for-performance .

• Conflicts/red flags:

  • No related-party transactions disclosed involving Pelletier; no pledging/hedging; no director attendance shortfall disclosed (≥75% threshold met); no director tax gross-ups or option repricing in director program .

Overall signal: Pelletier’s chairmanship of NGC, cybersecurity/ERM expertise, and significant share ownership support investor confidence in governance; continued oversight of IT control remediation remains a priority for the board .

Director Compensation (Pelletier) – Detail

Board Governance Metrics

Other Notes

• Majority vote standard with immediate resignation policy for uncontested elections .
• Director time commitment policy codified; independent directors ≤4 public boards; CEO ≤1 outside board .
• Shareholder engagement and ESG materiality embedded within board oversight; governance emphasizes “G” first .