William H. Dodd
About William H. Dodd
William H. Dodd (age 68) has served as an independent director of Genasys Inc. since May 2024. He previously served in the California State Senate (2016–2024; Chair of the Government Organization Committee; member of Transportation; Energy, Utilities & Communications; Business & Professions; and Insurance) and the California State Assembly (2014–2016). Before elected office, he owned and operated a full‑service water company and led state and national water quality trade associations. He holds a B.S. in Business Administration from California State University, Chico . The Board has affirmatively determined Dodd is independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| California State Senate | Senator; Chair, Government Organization Committee | Dec 2016 – Dec 2024 | Committee leadership and memberships in Transportation; Energy, Utilities & Communications; Business & Professions; Insurance |
| California State Assembly | Assembly Member | Nov 2014 – Nov 2016 | Legislative service |
| Napa County Board of Supervisors | Supervisor | Mar 2000 – Dec 2014 | County governance |
| Private water company | Owner/Operator; President of industry trade associations | Pre-2000 | Led state and national water quality trade associations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | The 2025 proxy does not list current public company directorships for Dodd . |
Board Governance
- Independence: Board determined Dodd and five other directors are independent (six of seven independent) .
- Committee assignments: Audit Committee member; Compensation Committee member. Audit Committee chair is Mark Culhane; Compensation Committee chair is Mark Culhane .
- Attendance: In FY2024 the Board met 5 times; Audit 4, Compensation 4, Nominating 3. All directors serving during FY2024 attended ≥75% of Board and committee meetings during their service periods .
- Executive sessions: Independent directors met in executive session at least twice in calendar 2024 .
- Governance policies: Company maintains committee charters, Code of Business Conduct and Ethics, and whistleblower policy . Clawback policy compliant with Nasdaq rules adopted .
- Hedging/Pledging: Company states it has not adopted a practice or policy governing director/employee hedging transactions; no specific pledging disclosure provided (governance risk) .
Fixed Compensation (Non‑Employee Director Program)
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer | $30,000 | Paid quarterly; prorated for partial‑year service |
| Committee fees | None | “No additional amounts are payable for committee participation” |
| Meeting fees | None disclosed | Not listed in the director compensation section |
| Director | Fiscal Year | Fees Earned (Cash) | Stock Awards (Grant‑date FV) | Total |
|---|---|---|---|---|
| William H. Dodd | 2024 | $10,000 | $45,416 | $55,416 |
- Context: Dodd joined the Board effective June 1, 2024 and received a prorated initial RSU grant of 23,654 shares .
Performance Compensation (Equity Awards)
| Element | Policy/Grant | Vesting/Terms | Notes |
|---|---|---|---|
| Annual RSU grant for non‑employee directors | 30,000 RSUs annually on the date of the annual meeting (subject to plan limits) | Vesting terms not specified for directors in proxy; typical director grants vest over service year; not explicitly disclosed | No committee/meeting-based pay |
| Initial (prorated) RSU grant | 23,654 RSUs to Dodd upon joining 6/1/2024 | Not specified | Reflected in $45,416 grant-date fair value |
- Performance metrics: No performance‑conditioned director equity; RSUs are time‑based. No director‑specific performance metrics disclosed .
- Clawback: All awards subject to company clawback policy compliant with Nasdaq rules .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Dodd in the proxy |
| Committee interlocks | Compensation Committee Interlocks disclosure indicates no interlocks; none of the FY2024 committee members were company officers, and no cross‑committee directorships by GNSS executives reported |
| Potential conflicts (customers/suppliers/competitors) | None disclosed involving Dodd |
Expertise & Qualifications
- Public policy and regulatory experience: Two terms in CA State Senate; prior service in CA Assembly and county government .
- Industry/operating background: Owned/operated full‑service water company; led state and national water quality trade associations .
- Education: B.S., Business Administration, Cal State University, Chico .
- Board financial expertise: Audit Committee “financial expert” designated as Mark Culhane, not Dodd .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Class | Within 60 Days: Options/RSUs | Notes |
|---|---|---|---|---|
| William H. Dodd | 59,159 | <1% | 23,654 (issuable upon settlement/exercise within 60 days) | Ownership table as of Jan 28, 2025; 44,929,634 shares outstanding |
- Hedging/Pledging: No hedging policy adopted; no pledging disclosure specific to Dodd in the proxy .
- Section 16 compliance: Proxy cites two late Form 4s by other insiders; no late filings cited for Dodd .
Related‑Party Transactions and Conflicts
- Company disclosure: No related‑party transactions (none over SEC thresholds) involving directors, nominees, executives, or 5% holders during FY2024; none currently proposed .
- Audit Committee oversight: Reviews and approves related‑party transactions; all Audit Committee members (including Dodd) are independent .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay: 94.3% approval at the 2024 annual meeting (advisory) .
- 2025 proposals: 2025 say‑on‑pay and 2025 Equity Incentive Plan on ballot; Board recommends FOR .
Governance Assessment
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Strengths
- Independence and committee roles: Dodd is independent; serves on both Audit and Compensation—two oversight‑heavy committees .
- Attendance and engagement: Board and committees active (5/4/4/3 meetings), with ≥75% attendance; independent executive sessions held .
- Compensation structures: Director pay modest (cash $30k; time‑based RSUs), no committee/meeting add‑ons, within a $500k director annual cap under the new 2025 Plan .
- Interlocks/conflicts: No compensation committee interlocks; no related‑party transactions disclosed .
- Clawback policy adopted (Nasdaq‑compliant) .
-
Risk indicators / RED FLAGS
- Hedging policy gap: Company states it has not adopted any practice/policy regarding hedging transactions by directors/employees—a governance negative versus best practice (seek no‑hedging/no‑pledging policies) .
- Limited disclosure on director stock ownership guidelines: Proxy does not disclose director ownership guidelines or compliance status (monitor in future filings) .
-
Alignment/skin‑in‑the‑game
- Dodd’s beneficial ownership of 59,159 shares (<1% of outstanding) including 23,654 issuable within 60 days indicates growing alignment since his appointment; annual RSU program supports ongoing alignment .
-
Overall view
- Dodd enhances regulatory/policy depth and public sector relationships on the Board. His roles on Audit and Compensation support board effectiveness; independence and attendance metrics are adequate. Addressing the hedging policy gap would further strengthen investor confidence .