Michele Coleman Mayes
GogoAbout Michele Coleman Mayes
Independent director of Gogo Inc. since 2016 (Class II; current term expires at the 2027 Annual Meeting), age 75. Former General Counsel and Secretary of the New York Public Library, with prior senior legal leadership at Allstate, Pitney Bowes, Colgate-Palmolive, Burroughs/Unisys, and the U.S. Department of Justice; core credentials include legal/regulatory expertise, governance leadership, and civil litigation experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New York Public Library | Vice President, General Counsel & Secretary | Aug 2012 – Feb 2024 | Senior legal leadership for major institution |
| Allstate Insurance Company | EVP & General Counsel | 2007 – 2012 | Enterprise legal leadership |
| Pitney Bowes Inc. | SVP & General Counsel | 2003 – 2007 | Corporate legal leadership |
| Colgate-Palmolive | Various legal roles | 1992 – 2003 | Corporate litigation and legal roles |
| Burroughs / Unisys | Managing Attorney; then Staff VP & Associate GC, Worldwide Litigation (post-merger) | From 1982 (Unisys role post-merger) | Global litigation leadership |
| U.S. Department of Justice (Detroit & Brooklyn) | Assistant U.S. Attorney; Chief, Civil Division (Detroit) | 1976 – 1982 | Federal litigation leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Brookfield Reinsurance Ltd. (NYSE: BNRE) | Director | Aug 2023 – present | Governance & Nominating Committee |
| Assurant, Inc. | Director | 2004 – 2007 | Audit Committee member; Chair, Nominating & Governance Committee |
| Exelon Corporation | Special Litigation Committee (non‑director member) | Since Mar 2021 | Special independent role |
| Center for Reproductive Rights | Director; Vice Chair of the Board | Since 2020 | Non‑profit governance |
| American College of Corporate Governance Counsel | Board of Trustees | Since 2019 | Governance professional body |
| ABA Commission on Women in the Profession | Chair | 2014 – 2017 | National leadership role |
Board Governance
- Independence: Affirmatively determined independent under Nasdaq and SEC standards; all committee members are independent .
- Committees: Member, Audit Committee (8 meetings in 2024); Chair, Nominating & Corporate Governance Committee (2 meetings in 2024) .
- Attendance: Each director attended at least 75% of Board/committee meetings in 2024; Board held 6 meetings; all directors attended the 2024 Annual Meeting .
- Engagement: Independent directors hold regular executive sessions at least quarterly; Lead Independent Director structure in place .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer – Cash | $50,000 | Paid quarterly; directors may elect DSUs in lieu of cash |
| Annual Board Retainer – Equity (DSUs) | $190,000 | Paid quarterly as DSUs under equity plans |
| Committee Chair Fee (Nominating & Corporate Governance) | $10,000 | Additional annual cash fee |
| Meeting Fees | $0 | No fees for attending Board or committee meetings |
| 2024 Actual – Fees Earned in Cash | $60,000 | Cash + chair fee |
| 2024 Actual – Stock Awards (DSUs) | $189,979 | Grant-date fair value |
| 2024 Actual – Total | $249,979 | Sum of cash and equity |
Performance Compensation
Non-employee director pay has no performance-based component; quarterly equity is granted as deferred share units (DSUs), not performance-vested awards .
DSU grant detail (2024):
| Grant Date | DSUs Granted (#) | Grant-Date Fair Value ($) |
|---|---|---|
| 03/31/2024 | 5,694 | 49,993 |
| 06/30/2024 | 5,197 | 49,994 |
| 09/30/2024 | 6,963 | 49,995 |
| 12/31/2024 | 6,180 | 49,996 |
Other Directorships & Interlocks
| Company | Ticker | Role/Committee | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Brookfield Reinsurance Ltd. | BNRE | Director; Governance & Nominating | No related-party transactions disclosed with Gogo – |
| Assurant, Inc. (prior) | AIZ | Director; Audit; Chair N&G (2004–2007) | Historical role; no current Gogo transactions disclosed – |
| Exelon (Special Litigation Committee) | — | Non‑director committee member | Independent role; no Gogo overlap disclosed |
Expertise & Qualifications
- Legal/regulatory and governance expertise; core business leadership; civil litigation experience cited by the Board as qualifying skills .
- Board oversight competencies aligned with Audit and Nominating & Governance responsibilities; independent status supports committee effectiveness .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial Ownership (Shares) | 124,560 (<1% of outstanding) |
| Options Included in Beneficial Ownership (exercisable within 60 days) | 123,660 |
| Deferred Share Units (aggregate held at 12/31/2024) | 177,003 |
| Vested DSUs (proxy beneficial ownership footnote) | 177,606 (settled within 90 days post-service) |
| Hedging/Pledging | Anti‑hedging policy; pledging discouraged and requires pre‑approval |
| Director Share Retention | Must retain shares from DSU settlement until 1 year after board service ends or a change in control |
Governance Assessment
- Strengths: Fully independent; chairs Nominating & Corporate Governance; serves on Audit; consistent attendance threshold met; quarterly independent executive sessions support oversight; compensation is balanced with a high equity (DSU) component and required retention, promoting alignment with shareholders .
- Alignment: Holds DSUs and legacy options; director equity retainer ($190k) and retention policy drive long-term alignment; beneficial ownership <1% is typical for outside directors at this market cap, with substantial DSU accrual supporting alignment over tenure .
- Conflicts/Related-Party: No related-person transactions disclosed involving Ms. Mayes; external public board role at BNRE is unrelated to Gogo’s core operations; no disclosed pledging/hedging exceptions – .
- RED FLAGS: None identified specific to Ms. Mayes (no attendance shortfalls, no related-party transactions, no per‑meeting fees, no tax gross‑ups for directors). Company-wide anti‑hedging/pledging and DSU retention mitigate misalignment risk .