Genni Combes
About Genni Combes
Genni (Genevieve) Combes, 58, is an independent director of Harte Hanks (HHS) and serves as Audit Committee Chair and designated “audit committee financial expert.” She has been on the board since May 2021 and is currently CFO of CrowdStreet, bringing prior CFO, operating, and equity research experience across private and public companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CrowdStreet, Inc. | Chief Financial Officer | Jul 2021–present | Leads finance and financial operations; current role |
| ApplePie Capital, Inc. | Chief Financial Officer | Jun 2018–Jul 2021 | Finance leadership at online franchise lender |
| Sungevity | VP, Finance Partner Relations & Operations | Feb 2015–Feb 2017 | Finance/operations leadership |
| ZipRealty | Senior Vice President | Aug 2004–Apr 2013 | Senior operating leadership |
| J.P. Morgan (NYSE: JPM) | Managing Director & Sr. Equity Analyst | Oct 1999–Jan 2001 | Led e-commerce/consumer research |
| Hambrecht & Quist | Equity Research (led e-commerce/consumer) | Dec 1992–Oct 1999 | Senior research lead |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CrowdStreet, Inc. (private) | Chief Financial Officer | Jul 2021–present | Current operating role (not a public company directorship) |
| Other public company directorships | — | — | None disclosed in HHS proxies |
Board Governance
| Attribute | Detail |
|---|---|
| Board independence | Board determined Combes is independent under NASDAQ and SEC rules (including audit committee standards) |
| Current committees (2025) | Audit (Chair; financial expert); Nominating & Corporate Governance (Member) |
| Prior committee service (2024) | Audit (Chair); Compensation (Member); Nominating & Corporate Governance (Member) |
| Attendance | In FY2024, all directors attended at least 99% of Board and applicable committee meetings |
| Executive sessions | Regular executive sessions; presided over by independent Chair (Jack Griffin) in 2024 |
| Board size/structure | Board reduced to 4 in Feb 2025 (search underway to add CEO as fifth); majority voting bylaw requires resignation if a director in an uncontested election fails to get majority support |
| Anti-hedging | Insider trading policy forbids directors and employees from hedging company stock |
| Related-party oversight | Related transactions reviewed under formal policy (Nominating & Gov Committee oversight) |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 75,000 | 80,000 |
| Stock Awards ($) | 90,000 (RSUs) | 90,000 (RSUs) |
| Total ($) | 165,000 | 170,000 |
- Director fee program (2024–2025 framework): annual cash retainer $60,000; Chairman retainer $90,000; annual director equity award sized to $90,000; committee chair fee $7,500–$20,000; separate $60,000 “Project Elevate” fee only for the Chairman .
- Combes’ 2024 cash fees ($80,000) exceed the $60,000 base retainer, consistent with additional chair stipend within the disclosed $7,500–$20,000 range .
Performance Compensation
| Director Equity Structure | 2023 | 2024 |
|---|---|---|
| Annual director equity award (value) | $90,000 in RSUs | $90,000 in RSUs |
| RSUs granted (share count) | 16,216 shares (to equal $90,000) | 12,048 shares (to equal $90,000) |
| Vesting | 1-year vest from grant date | 1-year vest from grant date |
| Performance metrics tied to director equity | Not disclosed/applicable | Not disclosed/applicable |
- Clawback: Company adopted a Dodd-Frank/NASDAQ-compliant clawback policy on Oct 22, 2023 covering incentive-based comp for Section 16 officers after restatements (disclosure is company-wide; not director-specific) .
Other Directorships & Interlocks
| Company | Role | Committees/Notes |
|---|---|---|
| None disclosed | — | No current public company boards disclosed for Combes in HHS proxies |
- Peer directors with outside boards: Bradley Radoff serves on Farmer Brothers (FARM) and Enzo Biochem (ENZ) boards, but no interlocks reported for Combes .
- No related-party transactions involving Combes disclosed; policy requires committee review/approval if any arise .
Expertise & Qualifications
- Audit committee financial expert; Chair of Audit Committee .
- CFO/operator with deep finance and FP&A experience; prior Wall Street equity research leadership (e-commerce/consumer) .
- Independent and financially literate under NASDAQ standards; eligible for Audit, Compensation, and Nominating committees .
Equity Ownership
| As of | Beneficial Ownership (shares) | % of Shares Outstanding |
|---|---|---|
| Mar 31, 2024 | 26,283 | <1% (asterisked in table) |
| Mar 25, 2025 | 26,283 | <1% (asterisked in table) |
- Director stock ownership guideline: non-employee directors are encouraged to hold 5x the annual cash retainer in company stock; Board indicates directors are in compliance or working toward compliance .
- Hedging prohibited; no pledging policy disclosed; no pledging by Combes disclosed .
Governance Assessment
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Strengths
- Independent director with financial expertise; chairs Audit and oversees cyber/data risk as part of Audit’s expanded remit, supporting investor confidence in controls and reporting .
- Very strong attendance (Board and committee attendance ≥99% in 2024), signaling engagement .
- Clear anti-hedging posture and adoption of clawback policy aligns with governance best practices .
- Director equity is time-vested RSUs, aligning pay with shareholder value while avoiding option risk-taking incentives .
-
Watch items
- Ownership is under 1%—typical for small-cap directors but below levels that meaningfully amplify voice; however, director guidelines at 5x cash retainer apply board-wide .
- Committee workload shifted in 2025 (Combes off Compensation), but continues as Audit Chair and Nominating member; ensure robust succession and workload balance as Board adds a CEO director .
- No director-specific related-party or pledging disclosures (no issues flagged), but continue monitoring given CFO external role at CrowdStreet (private) for any future commercial ties—none disclosed to date .
-
Shareholder sentiment
- Say-on-Pay support historically very strong (99.95% approval at prior vote), indicating broad approval of compensation governance context in which the Board operates .
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RED FLAGS
- None disclosed regarding Combes: no attendance issues, no related-party transactions, no hedging/pledging disclosed, and Section 16(a) compliance reported as in order for FY2024 (prior-year late filings did not involve Combes) .