Jennifer Venable
About Jennifer Venable
Independent director of Fathom Holdings Inc. since 2019; age 54. Vice President & General Counsel at Capitol Broadcasting Company (2013–present), previously General Counsel at Alfresco Software (2009–2013), and legal/commercial roles at Red Hat (2002–2009). BA in Government & Sociology (William & Mary) and JD (UNC Chapel Hill). The Board determined she is independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capitol Broadcasting Company, Inc. | Vice President & General Counsel | Apr 2013–present | Complex legal, corporate governance, international business, project management |
| Alfresco Software, Inc. | General Counsel | Sep 2009–Apr 2013 | Corporate legal leadership |
| Red Hat, Inc. | Commercial Counsel; Senior Partner Manager | Sep 2002–Jul 2009 | Commercial/legal operations |
| Internet start-up; private practice | In-house counsel; attorney | Not disclosed | Legal practice |
External Roles
- No other public company directorships are disclosed for Venable in the 2025 proxy .
Board Governance
- Committee assignments and chair roles:
- Nominating & Governance Committee: Chair; expected to continue post-2025 meeting .
- Audit Committee: Member; expected composition post-2025 meeting includes Venable .
- Compensation Committee: Not a member .
- Independence: Board determined Venable is independent; meets additional audit committee independence standards .
- Attendance and engagement:
- 2024 meetings: Board (7), Audit (5), Nominating & Governance (5), Compensation (4) .
- All directors attended at least 75% of aggregate board and committee meetings in 2024 .
- Policy of regular executive sessions of non‑employee directors .
- Board leadership: Independent Chair (Scott Flanders) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $50,000 | 2024 policy |
| Cash fees – Nominating & Governance Chair | $15,000 per year | Paid quarterly |
| Cash fees – Audit Committee member | $10,000 per year | Paid quarterly |
| Meeting fees | None disclosed | Travel costs covered for four in‑person meetings |
| 2024 cash actually paid to Venable | $75,000 | Sum of retainer + chair + audit member |
Director compensation (2024):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Jennifer Venable | $75,000 | $100,000 | $175,000 |
Performance Compensation
| Grant Type | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant) | Aug 19, 2024 | 43,478 | $100,000 | Vest in full Aug 18, 2025 |
Performance metrics tied to director compensation:
| Metric Type | Status |
|---|---|
| Performance-based metrics (e.g., revenue, EBITDA, TSR) | None disclosed for directors; RSUs are time‑vesting |
Note: The company’s 2019 Omnibus Plan permits performance-based awards with metrics including net income, EPS, sales growth, margins, cash flow, TSR, expense targets, debt reduction, capital targets, and event completion; these are plan capabilities, not disclosed as used for directors .
Other Directorships & Interlocks
- Other current public company boards: None disclosed for Venable .
- Interlocks: Not disclosed; committee compositions reflect independent directors across Audit, Compensation, and Nominating & Governance .
Expertise & Qualifications
- Legal, corporate governance, international business, and project management credentials .
- Education: BA (William & Mary), JD (UNC Chapel Hill) .
- Board qualifications noted by the company: complex legal issues and governance experience .
- Years of service on FTHM Board: Director since 2019 .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | Ownership % | RSUs (unvested) | Options (exercisable) | Notes |
|---|---|---|---|---|---|
| Jennifer Venable | 91,787 | <1% | 43,478 vest Aug 18, 2025 | 22,148 all exercisable | Shares outstanding at record date: 28,149,753 |
Hedging/pledging policy: Company strongly discourages hedging and pledging of company securities by directors .
Insider Trades
| Date Filed | Transaction Date | Form | Description |
|---|---|---|---|
| Sep 11, 2024 | Aug 19, 2024 | Form 4 | Reported grant of 43,478 RSUs (late filing noted) |
Governance Assessment
-
Strengths
- Independent director with legal/governance expertise; chairs Nominating & Governance and serves on Audit—positions that directly influence board composition, governance standards, and financial oversight .
- Board independence affirmed; regular executive sessions; independent Chair enhances board effectiveness .
- Attendance at least 75% in 2024; engaged across committees .
- Director pay structure balanced (cash retainer + time‑vesting equity), with transparent committee fee schedule .
- Hedging/pledging discouraged; company maintains Dodd‑Frank clawback for executives, supporting accountability culture .
-
Potential Risks / RED FLAGS
- Delinquent Section 16 filing for August 19, 2024 RSU grant (filed Sept 11, 2024). While common for administrative delays, repeated occurrences would be governance concern .
- Related‑party transactions exist at company level (e.g., notes/offerings and acquisitions); no exposure identified for Venable personally, but ongoing oversight rests with Audit Committee where she serves—execution quality matters for investor confidence .
-
Net view: Venable’s independence, committee leadership, and legal background are positives for board quality. Compensation and ownership alignment are reasonable for a small‑cap structure; no personal conflicts disclosed. Monitor timely insider filings and Audit Committee handling of related‑party transactions to sustain investor confidence .