Cheryl Lanthorn

About Cheryl Lanthorn

Cheryl Lanthorn, 54, has served as an independent director of Greenwave Technology Solutions (GWAV) since April 2022. She is designated by the Board as an audit committee financial expert and is independent under Nasdaq and SEC standards; she currently chairs the Audit, Compensation, Nominating & Corporate Governance, and Sustainability Committees . Her background includes accounting administration, software training/content development, and senior account management in insurance brokerage, most recently at Marsh McLennan Agency since August 2022 .

Past Roles

External Roles

Board Governance

• Board size and independence: Board currently has three members (CEO Danny Meeks, and non-employee directors Cheryl Lanthorn and Lisa Lucas-Burke). Lanthorn and Lucas-Burke are independent under Nasdaq and SEC standards .
• Committee leadership: Lanthorn is Chairperson/Chairwoman of Audit, Compensation, Nominating & Corporate Governance, and Sustainability; Audit also recognizes her as an “audit committee financial expert.” Committees are composed of Lanthorn and Lucas-Burke in 2025 after prior resignations/additions .
• Meeting cadence: In FY2024, the Board held six meetings (primarily by unanimous written consent); Audit, Compensation, Nominating & Corporate Governance, and Sustainability Committees each held four meetings. Individual director attendance rates are not disclosed .

• Stockholder votes and engagement signals (2025 Annual Meeting):
  • Directors elected: Lanthorn received 34,201,148 “For” vs. 6,507,733 abstentions .
  • Say-on-pay approved: 34,017,914 For; 6,026,201 Against; 664,766 Abstained; frequency set to triennial (Three Years received 32,902,077 votes) .

Fixed Compensation

Notes:

• Breakdown of committee chair fees or meeting fees is not disclosed .
• Grant dates, number of shares, and vesting schedules for FY2024 director stock awards are not disclosed .

Performance Compensation

• Director equity awards exist (stock awards), but performance-based structures (e.g., PSUs, TSR targets) are not disclosed for directors .
• Compensation Committee policy for NEOs: Does not evaluate Total Shareholder Return (TSR) as part of compensation decisions; considers factors like liquidity management, capital raising, expense reductions, listing maintenance, and M&A sourcing, with discretionary bonuses paid to the CEO in 2022–2024; last CEO equity awards were in 2021 .

Other Directorships & Interlocks

Expertise & Qualifications

• Audit committee financial expert designation; chairs all key committees; independence confirmed under Nasdaq and SEC rules .
• Operational/commercial experience from insurance brokerage account management and enterprise software training; accounting administration background .

Equity Ownership

Current and historical beneficial ownership (selected record dates):

Additional ownership and alignment considerations:

• No policy prohibiting hedging; company states it does not engage in hedging but has “no policy” regarding hedging risks for executives/directors .
• Pledging, stock ownership guidelines, and compliance status are not disclosed .

Governance Assessment

• Strengths:

  • Independence and audit expertise: Lanthorn is independent and designated audit committee financial expert; committees are composed of independent directors .
  • Visible committee engagement: Four meetings held for each committee in FY2024; Board met six times (primarily by unanimous written consent) .
  • Shareholder endorsement: Lanthorn re-elected; say-on-pay approved; triennial say-on-pay frequency selected .

• Risks and RED FLAGS:

  • Concentration of committee power: One independent director chairs all four committees (Audit, Compensation, Nominating & Corporate Governance, Sustainability) on a three-person Board; this concentration may constrain checks-and-balances .
  • Board instability: Multiple director resignations (Henry Sicignano III on Feb 14, 2025; Jason Adelman on Apr 10, 2025; John Wood on Aug 14, 2024), reducing committee breadth and perspective .
  • Related-party transactions: 2025 proxy sought and shareholders approved issuance of Series A-1 Preferred tied to purchasing premises from entities affiliated with CEO Danny Meeks; oversight quality and independent review processes merit scrutiny .
  • Hedging policy gap: Company discloses “no policy” on hedging risks for executives/directors; absence of formal restrictions weakens alignment safeguards .
  • Repricing flexibility: Equity plans permit the Compensation Committee to reprice options/SARs or cancel and re-grant with participant consent, a shareholder-unfriendly feature if used .
  • Pay operations: $15,000 owed to Lanthorn as of 12/31/2024 indicates payment timing issues; not typical for director fees .

• Implications for investor confidence:

  • Governance concentration and director churn increase key-person risk around committee oversight and audits.
  • Lack of hedging policy and permissive repricing authority are misaligned with best practices.
  • Ongoing related-party transactions involving the CEO require robust independent review and clear disclosure to mitigate perceived conflicts.

Overall: Lanthorn’s independence and audit expertise are positives, but Board structure (three members with one director chairing all committees), policy gaps, and recent related-party approvals present governance risks that investors should monitor closely .