Rachel Jacobson
About Rachel Jacobson
Rachel Jacobson (age 51) is an independent director at EYEN, serving since February 2022. She is a business development and marketing leader with prior senior roles at the Drone Racing League (DRL), the National Basketball Association (NBA), and Landit, Inc., and is a graduate of Cornell’s School of Hotel & Business Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Drone Racing League (DRL) | President | Apr 2020–Jun 2024 | Led global partnerships and media rights; expanded DRL Academy STEM program |
| Infinite Reality | President, Business Ventures & Partnerships | Jun 2024–Mar 2025 | Managed transition post-DRL acquisition; partnerships leadership |
| Landit, Inc. | Chief Business Development Officer | Prior to DRL | Led personalized career pathing growth for diverse talent |
| National Basketball Association (NBA) | SVP, Global Partnerships (among multiple roles over 21 years) | ~1999–2020 | Closed major global partnerships (PepsiCo, ExxonMobil, Under Armour, Marriott, Harman, Kaiser) |
External Roles
| Organization | Position | Notes |
|---|---|---|
| W.O.M.E.N. Mentoring Program | Charter Member | Leadership training for professional women |
| TechStars Sports Accelerator | Mentor | Industry accolades include SBJ 40 Under 40 |
Board Governance
- Independence: The Board determined Jacobson is independent under Nasdaq rules .
- Committee assignments (as of July 18, 2025):
- Nominating & Corporate Governance Committee: Chair
- Compensation Committee: Member
- Audit Committee: Member
- Attendance: In 2024, the Board held 27 meetings and its three permanent committees held six; all directors then serving attended ≥75% of aggregate Board/committee meetings .
- Board leadership and oversight context:
- Acting Chairman role held by CEO Michael Rowe (concentration of agenda-setting power) .
- ESG oversight embedded in committee charters (Nominating, Compensation, Audit) .
Fixed Compensation
| Year/Policy | Cash Retainer | Committee Chair Fees | Committee Member Fees | Notes |
|---|---|---|---|---|
| FY2024 actual | $53,750 (cash) | Nominating Chair $10k annual | Innovation Member $7.5k annual | 2024 director policy: $40k annual cash; $80k equity (RSUs/options) |
| Amended Director Policy (effective Jul 22, 2025) | $25,000 per quarter base for non-employee directors | $10,000 per quarter per committee chaired | $5,000 per quarter per committee served | Board Chair adds $15,000 per quarter (not applicable to Jacobson) |
| Jacobson’s expected quarterly (as of Jul 18, 2025) | $45,000 per quarter (Base $25k + Nominating Chair $10k + Audit Member $5k + Compensation Member $5k) | — | — | Derived from roles and policy |
Performance Compensation
| Grant | Instrument | Grant Date/Value | Quantity | Vesting | Notes |
|---|---|---|---|---|---|
| FY2024 annual director grant | RSUs | $40,000 fair value | 768 RSUs (post 1:80 split) | Vested Jun 12, 2025 | Original 61,481 RSUs pre-split |
| FY2024 annual director grant | Stock Options | $40,000 fair value; $0.65 strike | 1,064 options (post split) | Exercisable Jun 12, 2025 | Original 85,106 options pre-split |
| One-time award (2025 amended policy) | RSUs | One-time board service grant | 50,000 RSUs | 25,000 vest Dec 15, 2025; 12,500 vest May 26, 2026; 12,500 vest Aug 16, 2026; accelerates on change in control or non self-initiated service conclusion | Settlement upon vest; change-in-control acceleration |
| Annual equity (starting 2026) | RSUs | $185,000 value per year | — | As awarded annually | — |
No director performance metrics were disclosed for equity vesting (time-based RSUs; options with standard vesting) . The 2018 Plan allows performance-based awards generally, but non-employee director limit removed in amendments .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Jacobson |
| Prior public company boards | None disclosed for Jacobson |
| Appointment context | 2022 settlement with >5% holder Stuart M. Grant added Jacobson to Board (agreement expired) |
Expertise & Qualifications
- 21 years at NBA; senior partnerships leadership; global brand and commercialization expertise .
- Founder-level partnership execution at DRL with major tech/consumer brands (Algorand, Google, T-Mobile, New Balance, U.S. Air Force, Pfizer) .
- Education: Cornell University; recognized industry accolades (SBJ 40 Under 40; Cynopsis Top Women in Media; Fortune MPW member) .
Equity Ownership
| Holder | Total Beneficial Ownership | % Outstanding | Vested/Undelivered RSUs | Options Exercisable ≤60 days | As-of |
|---|---|---|---|---|---|
| Rachel Jacobson | 8,115 shares | <1% | 6,301 RSUs | 1,814 options | July 8, 2025 |
- Hedging/pledging discouraged by Insider Trading Policy; applies to directors .
- Section 16 compliance: Company reports directors complied in the prior fiscal year .
Governance Assessment
-
Strengths:
- Independent director leading Nominating & Corporate Governance; presence on Audit and Compensation enhances oversight breadth .
- Documented attendance thresholds met in 2024; indicates engagement .
- Insider Trading Policy discourages hedging/pledging, aligning incentives .
-
Watch items / RED FLAGS:
- Compensation Plan amendments remove the annual dollar cap for non-employee director equity awards, increasing discretion and potential pay inflation risk .
- 2025 director cash retainer and equity structure materially increase pay versus 2024 (quarterly cash and large RSU grant), and shift from options to RSUs, which lowers performance leverage and may dilute pay-for-performance alignment if not calibrated to outcomes .
- Board leadership concentration: CEO serving as Acting Chair centralizes agenda control, potentially weakening independent counterbalance despite committee structure .
- Auditor’s prior going concern explanatory paragraph (FY2023–2024) underscores financial risk environment, elevating the importance of robust Audit Committee oversight (Jacobson is a member) .
-
Related-party exposure:
- No Jacobson-specific related-party transactions disclosed; company outlines Audit Committee oversight and procedures, and notes no other material related-party transactions beyond those listed (e.g., Senju agreements) since Jan 1, 2022 .
Director Compensation (FY2024 detail)
| Name | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| Rachel Jacobson | 53,750 | 40,000 | 40,000 | — | 133,750 |
Insider Trades
- Search for Form 4 (insider transactions) returned no specific Form 4 documents for EYEN within tool scope; we scanned 8-Ks and proxies; Form 4 listings were not available via the document index used here (attempted 4-filings search yielded none).