Lisa Walters-Hoffert
About Lisa Walters-Hoffert
Independent director since 2019 (age 66), Audit Committee Chair and designated “financial expert,” with >25 years in investment banking and corporate finance and service as CFO of a Nasdaq-listed company; B.S. in Management Sciences (magna cum laude) from Duke University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Daré Bioscience, Inc. (Nasdaq: DARE) | Co-founder; CFO of surviving public company post-merger | July 2017 – January 2024 | Public company CFO; audit, compliance, equity finance, M&A experience |
| Roth Capital Partners | Managing Director, Investment Banking | 2003 – 2015 | Small-cap tech and life sciences capital markets expertise |
| Citicorp Securities; Oppenheimer & Co. | Corporate finance/investment banking roles | Not disclosed | Global finance experience (San José, NYC) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| San Diego Venture Group | Board member | Not disclosed | Ecosystem engagement |
| UCSD Librarian’s Advisory Board | Past Chair | Not disclosed | Community governance |
| Planned Parenthood of the Pacific Southwest | Past Chair | Not disclosed | Non-profit board leadership |
| The Elementary Institute of Science (San Diego) | Current Board member | Not disclosed | STEM education governance |
Board Governance
- Independence: Determined independent under Nasdaq and SEC rules .
- Committee assignments:
- Audit Committee – Chair; qualifies as “financial expert” under Item 407(d)(5)(ii) .
- Compensation Committee – Member .
- Nominating & Governance Committee – Member .
- Tenure on Board: Director since 2019 .
- Attendance: In FY2024 the Board met 9 times; Audit 4; Compensation 3; Nominating 3; each director attended at least 75% of aggregate Board and committee meetings on which they served .
- Executive sessions: Independent directors met 4 times in FY2024 .
- Board leadership: Independent Chair (Dale Robinette) since March 10, 2025; Audit oversight strengthened with split CEO/Chair roles .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 57,500 | 62,500 |
| Stock Awards (Fair Value) ($) | 50,000 | 80,000 |
| Total ($) | 107,500 | 142,500 |
- Cash compensation structure (FY2025 package approved April 18, 2024):
- Base director retainer: $50,000; Audit Chair fee: $7,500; Committee member fees: $3,750 (Audit non-chair), $2,500 (Comp; Nominating); Lisa’s role set implies $50,000 + $7,500 + $2,500 + $2,500 = $62,500 cash each year under current structure .
Performance Compensation
| Grant | RSUs Granted (Units) | Vesting | Fair Value Driver |
|---|---|---|---|
| April 2022 annual grant | 17,793 | Fully vested April 28, 2023 | $50,000 divided by 10-day VWAP methodology |
| April 2023 annual grant | 16,883 | Fully vested April 20, 2024 | $50,000 divided by 10-day VWAP methodology |
| April 2024 annual grant | 17,057 | Scheduled to fully vest April 18, 2025 | Board-approved annual director RSU grant; FY2024 stock award fair value recorded at $80,000 |
- No performance-conditioned director equity (PSUs) disclosed; annual director RSUs are time-based with vesting schedules approved by the Board .
Other Directorships & Interlocks
- Public company directorships: None disclosed beyond FLUX .
- Related-party or interlock exposure: Not disclosed; Audit Committee reviews related transactions; the July 2025 private placement identified participation by CEO, CFO, VP Ops, and Director Michael Johnson—not Walters-Hoffert .
Expertise & Qualifications
- Financial expert designation; deep audit, valuation, equity finance, mergers, and corporate strategy expertise cited by FLUX .
- Education: B.S. in Management Sciences, magna cum laude, Duke University .
- Sector experience: Technology and life sciences; extensive small-cap capital markets .
Equity Ownership
| Metric | As of Apr 8, 2025 | As of Jul 14, 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 48,055 | 48,055 |
| Ownership % of outstanding | <1% (“*”) | <1% (“*”) |
| Common stock owned | 27,050 | 44,107 |
| Options exercisable within 60 days | 3,948 | 3,948 |
| RSUs vesting within 60 days | 17,057 (scheduled to vest by Apr 18, 2025) | Not disclosed/none noted |
- Vested options held: 3,948 as of FY2023 and FY2024 .
- No pledging/hedging disclosed for directors in proxy; Section 16 filings described as timely for FY2024 .
Governance Assessment
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Strengths
- Independent Audit Chair designated as financial expert; broad CFO and capital markets background enhances audit oversight quality .
- Active engagement: FY2024 attendance ≥75% and participation across all three key committees (Audit, Compensation, Nominating) .
- Ownership alignment: Ongoing RSU grants and direct common ownership; FY2024 equity grant ($80,000) exceeded cash fees ($62,500), signaling equity-heavy director pay mix .
- Clawback policy adopted (effective Oct 2, 2023) covering executive incentive comp; Compensation Committee administered recovery analysis in connection with restatements (directors not subject to recovery) .
-
Watch items / potential red flags
- Financial reporting environment: Auditor transition (Baker Tilly declined re-election) and appointment of Haskell & White for FY2025; material weaknesses noted previously; as Audit Chair, Walters-Hoffert signed the FY2024 Audit Committee report—investors may monitor remediation progress and auditor relationships closely .
- Capital structure actions and Nasdaq compliance pressures: Board-led authorizations for increased common and preferred shares, and preferred designations with senior rights; while necessary for listing compliance and financing, they add governance complexity; no specific conflict disclosed for Walters-Hoffert in these proposals .
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Conflicts/related party
- No related-party transactions involving Walters-Hoffert disclosed; Audit Committee chartered to review any such matters; July 2025 private placement did not list her as a participant .
Overall, Walters-Hoffert’s profile reflects strong audit and finance oversight credentials and equity alignment through RSUs; the primary governance risk context stems from the company’s broader financial reporting and financing actions rather than director-specific conflicts. Continued oversight of remediation and capital structure execution will be the key investor focus areas, with her Audit Chair role central to investor confidence .