Elizabeth Ross
About Elizabeth Ross
Elizabeth Ross, 53, has served as an independent director of Harte Hanks since January 2024. She is CEO of Shift Paradigm (since January 2022) and brings nearly 30 years of leadership in digital marketing and advertising with prior C‑suite roles at Bright Health (CMO), Periscope (President & CEO), IPG Mediabrands (Global CMO), and Publicis/Digitas (Chief Growth Officer). The Board cites her marketing services expertise and financial/compensation experience as core credentials for her committee work .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shift Paradigm (private marketing consultancy) | Chief Executive Officer | Jan 2022–present | Leadership in marketing services; financial and compensation experience cited for HHS committee work . |
| Bright Health, Inc. | Chief Marketing Officer | Nov 2020–Jan 2022 | Marketing leadership . |
| Periscope | President & CEO | Oct 2015–Jan 2020 | Operating leadership in marketing/advertising . |
| IPG Mediabrands | Global Chief Marketing Officer | Jan 2011–May 2015 | Global marketing leadership . |
| Publicis Groupe (Digitas) | Chief Growth Officer | Aug 2009–Jan 2011 | Growth leadership . |
External Roles
| Organization | Role | Tenure | Public Company Board? |
|---|---|---|---|
| Shift Paradigm | CEO | Jan 2022–present | No public board role disclosed . |
Board Governance
| Category | Detail |
|---|---|
| Independence | Board determined Ross is independent under NASDAQ rules and Company governance principles (affirmed in 2025 review) . |
| Committee assignments (current/most recent) | Compensation Committee Chair (since Jan 2024) with members Griffin and Radoff (composition in 2024–2025) . |
| Prior committee service | Audit Committee member during 2024 (signatory to Audit Committee Report for FY2024) ; In 2024 proxy, listed as Audit and Nominating & Corporate Governance Committee member since Jan 2024 . |
| Audit committee independence standard (Rule 10A‑3) | 2024 proxy: Ross satisfied Rule 10A‑3 standards alongside other members . 2025 proxy references 10A‑3 satisfaction for Combes, Griffin, Radoff (Ross not listed in that sentence) . |
| Board/committee meeting cadence (FY2024) | Board: 8 meetings; Audit: 7; Compensation: 3; Nominating & Governance: 2 . |
| Attendance | All directors attended at least 99% of Board and applicable committee meetings in FY2024 . |
| Executive sessions, leadership | Independent Chair (Griffin); Board conducts annual self-evaluation; executive sessions held per governance practices . |
Fixed Compensation (Director – FY2024)
| Item | Elizabeth Ross (FY2024) |
|---|---|
| Fees earned/paid in cash | $66,250 |
| Option awards | — (none) |
| Stock awards (grant-date fair value) | $90,000 (RSUs) |
| Total | $156,250 |
| Program structure (for reference) | Annual cash retainer $60,000; annual equity award 12,048 shares equating to $90,000; Committee chair fees range $7,500–$20,000; directors may elect to take cash retainers in stock . |
| RSU vesting | RSUs granted in 2024 vest on the first anniversary of grant . |
Performance Compensation
| Metric/Plan Feature | Directors |
|---|---|
| Performance-based pay (PSUs/options tied to metrics) | Not disclosed for non-employee directors; director equity consists of time-based RSUs; no performance metrics specified . |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Ross in HHS proxies reviewed . |
Expertise & Qualifications
- Extensive marketing services leadership; prior C‑suite roles across health insurance and advertising agencies .
- Board-selected for marketing guidance and financial/compensation experience supportive of committee responsibilities .
- Independent under NASDAQ rules; engaged attendance (≥99% in FY2024 for all directors) .
Equity Ownership
| Ownership Metric (as of record date) | Elizabeth Ross |
|---|---|
| Beneficial ownership (shares) | — (less than 1% of class) |
| Percent of shares outstanding | <1% |
| Vested vs. unvested | Not itemized; directors received 2024 RSUs vesting after one year . |
| Stock ownership guidelines (directors) | Encouraged to hold five times the annual cash retainer in company stock; directors are in compliance or working toward compliance . |
| Hedging/Pledging | Hedging prohibited under insider trading policy; no hedging by insiders known to management as of proxy date . |
| Section 16(a) compliance | Company states all reporting persons complied with Section 16(a) filing requirements for FY2024 . |
Governance Assessment
- Signals of effectiveness: Independent director with relevant sector expertise; Compensation Committee Chair since Jan 2024; Board reports strong attendance (≥99%) and established governance controls (majority voting policy, clawback policy) .
- Alignment: Director equity granted annually in RSUs with one-year vesting; director ownership guideline set at 5x cash retainer encourages meaningful stake, and the proxy states directors are in compliance or progressing toward it .
- Independence and conflicts: Board affirmed independence; no specific related-party transactions involving Ross are disclosed in the proxy; hedging prohibited .
- Monitoring notes: 2024 proxy lists Ross on Audit and Nominating & Governance; 2025 materials show her as Compensation Chair and signatory to FY2024 Audit Committee report, while current Audit Committee membership is listed without her—investors should monitor committee composition disclosures for updates across cycles .
RED FLAGS to watch: low reported beneficial ownership as of March 25, 2025 (<1%), though directors receive annual RSUs and are working toward ownership guideline compliance; rapid elevation to Compensation Committee Chair within first year of service (ensure continued robust independence and use of external advisors as needed) .