Amee Chande
About Amee Chande
Independent Class I director since 2023; age 50. Background spans technology-enabled retail and mobility: strategy consultant (2020–present), Senior Advisor to ChargePoint (2020–2022), Chief Commercial Officer at Waymo (2019), and Managing Director at Alibaba; earlier leadership roles include CEO of NutriCentre, CEO of Staples UK, and VP of New Business at Wal-Mart USA. She also serves as an adjunct corporate strategy professor at the University of British Columbia (since 2024). Determined independent by the Board under NYSE standards; current FBIN committee assignments: Audit and Nominating, Environmental, Social & Governance (NESG) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ChargePoint | Senior advisor and strategy consultant | 2020–2022 | Led fleet EV charging infrastructure initiatives, strategic growth support |
| Waymo (Google) | Chief Commercial Officer | 2019 | Commercial strategy for autonomous driving technology |
| Alibaba Group | Managing Director | Prior thereto | Implemented global strategy initiatives |
| NutriCentre | Chief Executive Officer | Not disclosed | Retail leadership; technology-driven innovation focus |
| Staples UK | Chief Executive Officer | Not disclosed | Retail operations leadership |
| Wal-Mart USA | Vice President, New Business | Not disclosed | New business development |
| McKinsey & Company | Strategy consultant | Early career | Foundational strategy experience |
| University of British Columbia | Adjunct corporate strategy professor | Since 2024 | Academic engagement in corporate strategy |
External Roles
| Organization | Role | Status / Tenure | Notes |
|---|---|---|---|
| Air Canada | Director | Current | Public company board service |
| Algonquin Power & Utilities Corp. | Director | Current | Public company board service |
| Signature Aviation plc | Director | Former (2018–2021) | Prior aviation sector board experience |
Board Governance
- Committee memberships: Audit Committee member; NESG Committee member; not on Compensation or Executive .
- Independence: Affirmatively determined independent (NYSE definition applied by Board) .
- Meeting attendance: More than 90% of Board and committee meetings attended in 2024; attended the 2024 Annual Meeting (all then-serving directors attended, except retiring directors) .
- 2024 meeting cadence: Board (5), Audit (8), Compensation (5), NESG (4) .
- Committee oversight scopes:
- Audit: Financial reporting integrity, internal controls, compliance, auditor independence/performance, enterprise risk (including cybersecurity and climate) .
- NESG: Board/committee organization, director recruitment/independence, corporate governance principles, Board/management evaluations, ESG oversight, and non-employee director compensation recommendations/grants .
Fixed Compensation
| Component (FY 2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $120,000 | Standard annual cash retainer |
| Stock Awards (grant-date fair value) | $159,986 | Annual equity retainer; 2,197 shares granted in May 2024 (closing price $72.82) |
| Option Awards | n/a | Options not part of director program |
| Non-Equity Incentive | n/a | No director bonus program |
| Change in Pension/Deferred Comp Earnings | n/a | Not applicable |
| All Other Compensation | $11,451 | Insurance premiums, charitable match, concierge health, product purchase, cybersecurity privacy protection program |
| Total | $291,437 | FY 2024 director compensation total |
Director Compensation Program Elements (Policy-Level)
| Element | Amount / Policy | Notes |
|---|---|---|
| Cash Retainer | $120,000 | Membership fees eliminated effective Jan 1, 2023 |
| Equity Retainer | $160,000 in Company Stock | Granted annually; 2024 grant equated to 2,197 shares |
| Committee Chair Fee | $15,000 | For Chairs of Audit, Compensation, or NESG |
| Board Chair Fee | $200,000 | Non-Executive Chair premium |
| Deferral/Conversion | Permitted | Cash may be converted to stock; cash/equity may be deferred per plan |
| Director Benefits | Provided | Life/AD&D, business travel accident, concierge health, cybersecurity protection, charitable match, product purchase; limited aircraft personal use exceptions require CEO waiver |
Performance Compensation
- Non-employee directors are not eligible for performance-based bonuses, PSUs, or options; the program consists of cash and equity retainers only .
Program Metrics Table (Directors)
| Incentive Component | Eligibility | Performance Metrics | Notes |
|---|---|---|---|
| Annual Bonus | Not applicable | None | No director bonus program disclosed |
| PSUs/TSR-based awards | Not applicable | None | Not part of non-employee director program |
| Stock Options | Not applicable | None | Option awards column is n/a |
Other Directorships & Interlocks
| Company | Relationship to FBIN | Potential Interlock / Conflict Disclosure |
|---|---|---|
| Air Canada | Unrelated | No related-party transactions involving directors disclosed since Dec 31, 2023 |
| Algonquin Power & Utilities Corp. | Unrelated | No related-party transactions involving directors disclosed since Dec 31, 2023 |
| Signature Aviation plc (2018–2021) | Former role | No related-party transactions involving directors disclosed since Dec 31, 2023 |
Related-party transactions: None requiring disclosure under Item 404 of Regulation S-K since Dec 31, 2023 .
Expertise & Qualifications
- Technology and digital transformation leadership across EV charging, autonomous mobility, and global e-commerce; directly aligned with FBIN’s increasing digital enablement .
- Retail operations leadership (Staples UK, NutriCentre) and new business development (Wal-Mart USA), providing consumer/operations perspective .
- Cybersecurity oversight training: obtained third-party certification in cybersecurity oversight in 2023 .
- Academic engagement: adjunct corporate strategy professor (UBC) since 2024 .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 4,637 | As of March 17, 2025 |
| Ownership % of outstanding shares | <1% | Less than 1% of class |
| Stock ownership guideline | 5x annual cash retainer ($600,000) | Directors have 5 years to comply; all directors meet or are within allowed period |
| Hedging/Pledging | Prohibited | Anti-hedging and anti-pledging policy for directors/executives |
| Options outstanding (exercisable/unexercisable) | None | Option awards not part of director comp |
| Deferred shares | Not disclosed for Chande | Directors may defer; individual deferrals disclosed for other directors |
Governance Assessment
- Board effectiveness: Active Audit and NESG participation; Audit oversight includes cybersecurity/climate risks; NESG oversight covers governance, ESG programs, and director compensation structure—consistent with robust governance practices .
- Independence and attendance: Affirmatively independent; >90% attendance in 2024; attended annual meeting—supports engagement and reliability .
- Compensation alignment: Mix of cash and annual stock grant (no options/bonuses); equity retainer in common stock promotes alignment; stock ownership guidelines at 5x cash retainer with 5-year compliance window .
- Conflicts and red flags: No related-party transactions requiring disclosure; hedging/pledging prohibited—reduces misalignment risk .
- Other boards: Concurrent service on Air Canada and Algonquin adds breadth; no interlocks or related-party exposures disclosed with FBIN ecosystem .
RED FLAGS
- None disclosed in proxy related to attendance shortfalls, related-party transactions, hedging/pledging, or pay anomalies for Ms. Chande .