Susan Lee Schmeiser
About Susan Lee Schmeiser
Independent director of Genasys Inc. since 2021; age 48. She brings 20+ years of experience across digital marketing software, media, data analytics, and corporate development/strategy. Education: B.A. in Economics (NYU) and MBA in General Management (Harvard Business School). GNSS’s board has affirmatively determined she is independent under Nasdaq standards. All directors in FY2024 attended at least 75% of Board/committee meetings; GNSS separates the CEO and Chair roles and holds independent director executive sessions.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vericast (MacAndrews & Forbes) | Group President, Digital Marketing & Technology Solutions | Nov 2020 – May 2023 | Senior P&L leadership across digital marketing/tech solutions |
| Vericast | Chief Product Officer & SEVP | Apr 2020 – Nov 2020 | Product leadership; enterprise strategy |
| Valassis | SVP, Business Development & Strategy | 2017 – 2020 | Corporate development and strategy execution |
| MaxPoint Interactive (acquired by Valassis) | VP, Corporate Development & Strategy | 2011 – 2017 | Strategy/M&A; company went public in 2017 before acquisition |
| Univision | VP, Ad Sales Strategy | 2007 – 2011 | Ad sales strategy in media |
| MTV Networks | Vice President | 2004 – 2007 | Media management roles |
| Morgan Stanley (IBD) | Financial Analyst, Financial Sponsors Group | Early career | Transaction execution support |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed in GNSS proxy (no current/past 5-year public company directorships listed) | — | — | — |
Board Governance
- Committee assignments (FY2024):
- Audit Committee: Member; committee met 4 times. Audit Chair: Mark Culhane; Audit Committee Financial Expert: Mark Culhane.
- Nominating & Corporate Governance Committee: Member; committee met 3 times; Chair: Richard H. Osgood III.
- Compensation Committee: Not a member (members were Culhane (Chair), Dodd, Osgood).
- Independence: Board determined Ms. Schmeiser (and five other directors) are independent under Nasdaq rules.
- Engagement: Board met 5 times in FY2024; all directors met at least 75% attendance; all nominees who were on the Board at the time attended the 2024 annual meeting virtually; independent directors met at least twice in executive session in 2024.
- Activism context: In Jan 2025 GNSS entered a cooperation agreement with Nicoya Capital, appointing R. Rimmy Malhotra to the Board and Audit Committee, as disclosed in a Jan 16, 2025 8-K.
Fixed Compensation (Director)
| Component | FY2024 Amount | Policy/Notes |
|---|---|---|
| Annual cash retainer | $30,000 | Paid in equal quarterly installments; prorated for partial year service. |
| Committee membership fees | $0 | No additional amounts for committee participation. |
| Meeting fees | $0 | No meeting fees. |
| Non-employee director total cap | — | 2025 Equity Plan limits annual cash + grant date fair value of awards per director to $500,000. |
- Ms. Schmeiser’s FY2024 director compensation: Fees earned/paid in cash $30,000; Stock awards $53,700; Total $83,700.
Performance Compensation (Director)
| Component | Grant Structure | FY2024 Grant (Fair Value) | Vesting/Performance |
|---|---|---|---|
| RSUs (annual director grant) | 30,000 RSUs granted annually on the date of the annual meeting (subject to plan and director limits) | $53,700 for FY2024 stock awards | Proxy describes RSU grants for directors; no performance metrics are disclosed for director RSUs. |
No director cash bonus, options, or PSU performance metrics are disclosed for non-employee directors.
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Public company directorships (current/past 5 years) | None disclosed for Ms. Schmeiser. |
| Compensation Committee interlocks | None involving Ms. Schmeiser in FY2024; she did not serve on the Compensation Committee. |
Expertise & Qualifications
- Domain expertise: Digital marketing software, media, data analytics, corporate development/strategy; >20 years of leadership roles.
- Education: B.A. Economics (NYU), MBA General Management (Harvard Business School).
- Governance skills: Service on Audit and Nominating committees; Audit Committee Financial Expert designation resides with Mark Culhane.
Equity Ownership (Alignment)
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 107,500 | As of Jan 28, 2025. |
| % of shares outstanding | <1% | As reported in beneficial ownership table. |
| Shares issuable within 60 days | 30,000 | Includes shares issuable upon exercise/settlement within 60 days (options/RSUs). |
| Related-party transactions | None in FY2024 above SEC thresholds. |
Say-on-Pay & Shareholder Feedback (Context)
- 2024 Say-on-Pay approval: 94.3% support.
Governance Policies and Risk Controls
- Insider trading policy: Adopted; Board oversees compliance.
- Hedging: Company states it has not adopted any practice or policy restricting directors/employees (or designees) from hedging GNSS stock value.
- Clawback: Compensation recovery policy adopted to comply with Nasdaq rules for erroneously received incentive-based compensation after accounting restatements; 2025 Equity Plan subjects awards to clawback policies.
- Independent sessions: Independent directors met at least twice in 2024.
Governance Assessment
-
Strengths
- Independent director with cross-functional operating experience across product, strategy, and media/data analytics; serves on two key oversight committees (Audit; Nominating & Governance).
- Board structure separates CEO and Chair; independent directors meet in executive session; robust committee activity (Audit 4x; Nominating 3x).
- Director pay mix emphasizes equity (RSUs) and modest cash retainer; no meeting or committee fees; total director compensation well below policy cap.
- High shareholder support on Say-on-Pay suggests alignment with investor expectations on compensation practices.
- No related-party transactions disclosed for FY2024.
-
Risk indicators and potential red flags
- RED FLAG: No anti-hedging policy disclosed—company states it has not adopted a policy restricting directors/employees from hedging GNSS stock, which can undermine alignment with long-term shareholder value.
- Director stock ownership guidelines not discussed in the proxy; while Ms. Schmeiser holds 107,500 shares (<1%), absence of stated ownership requirements may limit formal alignment mechanisms. (Note: proxy does not disclose guidelines.)
- Activist involvement (Nicoya cooperation) and Board refreshment could signal governance change; ongoing monitoring of committee effectiveness and strategic oversight is warranted.
-
Implications for investors
- Schmeiser’s dual committee roles and independent status support board effectiveness; the equity-heavy director pay promotes alignment, but lack of anti-hedging controls is a policy gap to engage on.
- Continued oversight of Audit Committee rigor (financial expert chair; 4 meetings) and Nominating processes will be key amid activist-driven changes to Board composition.