Berta Pappenheim
About Berta Pappenheim
Berta Pappenheim is an independent director (Class III nominee) of IDAI; she is 45 years old and has been determined independent under SEC and Nasdaq rules. She is currently nominated to serve until the 2028 annual meeting as a Class III director . Professionally, she is the CEO and co‑founder of The CyberFish Company (founded January 2018) and previously worked as an occupational psychologist and as Managing Director of Tempest Security Intelligence (July 2012–January 2017) . She holds a Master’s in Social Sciences from the University of Linköping (Sweden) and is studying toward an MSc in Neuroscience at King’s College London .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tempest Security Intelligence | Managing Director | Jul 2012 – Jan 2017 | Established and cultivated the firm’s first international office in the UK . |
| Various (consulting) | Occupational Psychologist | Pre-2018 (prior to CyberFish) | Delivered competency‑based assessment programs across financial, professional services, natural resources, and manufacturing industries . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The CyberFish Company | CEO & Co‑founder | Jan 2018 – present | Organizational psychology and cybersecurity incident‑response assessment specialist . |
- Related-party link: IDAI entered a two‑year Channel Partnership Agreement with CyberFish on April 17, 2025; CyberFish engages IDAI to sell CyberFish services to IDAI clients. IDAI earns a 30% commission on net revenue from CyberFish sales made directly by IDAI; no commissions were earned to date as of June 30, 2025 and December 31, 2024 .
Board Governance
- Classification: IDAI maintains a classified board; Pappenheim is a Class III director nominee for a term expiring at the 2028 annual meeting .
- Independence: The board determined Pappenheim is independent in 2025; she was also listed among independent directors in 2024 .
- Committees:
- Compensation Committee: Member (chair: William McClintock). Committee oversees management compensation, stock plans, and adviser independence .
- Audit Committee: Members are Potts (chair/financial expert), McClintock, and Stafford; Pappenheim is not listed on Audit .
- Nominating & Corporate Governance Committee: Members are Stafford, McClintock (chair), and Potts; Pappenheim is not listed on N&CG .
- Board leadership and engagement: Chairman is William McClintock (separate from CEO). The board may appoint a lead independent director if appropriate and holds executive sessions of independent directors .
- Legal/Risk backdrop: Company reports no current litigation involving directors (including Pappenheim) in 2025 .
Fixed Compensation
- IDAI discloses director compensation only in aggregate by year; no per‑director retainers, committee fees, or meeting fees are itemized in the proxies reviewed.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Directors’ aggregate compensation for board service ($000) | $132 | $180 | $234 |
| Number of directors at year‑end | 8 | 7 | 7 |
Performance Compensation
- No director‑specific equity grants are disclosed for Pappenheim in outstanding equity award tables for 2022–2024.
| Berta Pappenheim Equity Status | As of 12/31/2022 | As of 12/31/2023 | As of 12/31/2024 |
|---|---|---|---|
| Unvested RSUs (#) | — | — | — |
| Options outstanding (#) | — | — | — |
Other Directorships & Interlocks
- The IDAI proxy biography for Pappenheim lists her CyberFish CEO role and prior work but does not list any other current public company directorships .
- Committee interlocks: The company reports no Compensation Committee interlocks or insider participation for 2021–2025 .
Expertise & Qualifications
- Domain expertise in organizational psychology and cybersecurity incident response; leadership of a cybersecurity‑focused firm (CyberFish) .
- International operating experience from opening Tempest Security Intelligence’s first international office in the UK .
- Academic credentials in social sciences and neuroscience studies (in progress) .
Equity Ownership
- Pappenheim has no reported beneficial ownership of IDAI common stock and no acquirable shares within 60 days in the most recent ownership tables reviewed.
| Ownership (Berta Pappenheim) | 9/30/2022 | 12/31/2023 | 9/30/2024 | 9/30/2025 |
|---|---|---|---|---|
| Shares owned (#) | 0 | — | — | — |
| Percent of class (%) | 0.00% | —% | —% | —% |
Governance Assessment
-
Positives
- Independent director with relevant cybersecurity and organizational psychology expertise; committee service on Compensation adds to oversight breadth .
- Board structure separates Chair and CEO, with regular independent‑director executive sessions—supports independent oversight .
- No director‑related litigation reported by the company .
-
Concerns/RED FLAGS
- Related‑party exposure: IDAI’s channel partnership with CyberFish (where Pappenheim is CEO) could create perceived conflicts; while the company reports no commissions earned to date, the agreement includes commission economics and automatic renewal provisions, requiring vigilant Audit Committee oversight .
- Ownership alignment: Proxy ownership tables consistently show no beneficial ownership for Pappenheim; lack of “skin‑in‑the‑game” may weaken alignment with shareholders absent stock ownership guidelines (not disclosed) .
- Transparency on director pay: Proxies disclose only aggregate director compensation (no per‑director retainers, equity grants, or meeting/committee fees), limiting pay‑for‑performance analysis at the director level .
-
Implications for investors
- Independence and Compensation Committee service are positives for governance effectiveness, but the CyberFish channel agreement and zero reported ownership warrant monitoring of related‑party oversight, independence determinations in future proxies, and progress (if any) on director ownership alignment .