Don Callahan
About Don Callahan
Daniel H. (Don) Callahan was elected as an independent director of Innodata Inc. effective November 6, 2025. He serves on the Audit and Compensation Committees, and entered into a customary indemnification agreement upon appointment . Callahan is a veteran technology and operations executive (Citigroup CAO and Global Head of Operations & Technology, senior roles at Morgan Stanley/Credit Suisse/IBM), currently Executive Partner at Bridge Growth Partners, and holds a bachelor’s degree in history from Manhattanville College . His appointment coincided with governance changes: Jack S. Abuhoff became Chairman and Stewart R. Massey was named Lead Independent Director; Innodata’s board expanded to five directors, four of whom are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup | Chief Administrative Officer; Global Head of Operations, Technology & Shared Services | 2007–2018 | Oversaw global operations, technology, shared services, cybersecurity across >100 countries |
| Morgan Stanley; Credit Suisse | Senior executive positions | Not disclosed | Technology and operations leadership roles (details not enumerated) |
| IBM | Senior roles culminating in technology leadership | Not disclosed | Technology and digital transformation experience |
| TIME | Non-Executive Chairman | Not disclosed | Led comprehensive digital transformation |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Scotiabank | Director | Current | Public company board service |
| WEX Inc. | Director | Current | Public company board service |
| Teachers College, Columbia University | Board member | Current | Non-profit governance |
| Bridge Growth Partners | Executive Partner | Current | Technology investment firm |
| Various private companies | Director/advisor | Current | Private company boards |
Board Governance
- Independence: Board determined Callahan is “independent” under SEC and Nasdaq rules .
- Committee assignments: Audit Committee member; Compensation Committee member (Audit chaired by Louise C. Forlenza; Compensation chaired by Stewart R. Massey) .
- Board leadership: CEO Jack S. Abuhoff appointed Chairman; Stewart R. Massey appointed Lead Independent Director; board now five directors, four independent .
- Executive sessions and attendance: The board held nine meetings in 2024; directors attended ≥75% of board and committee meetings; executive sessions (including independent-director-only sessions) are held during the year .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $75,000 per annum | Non-employee director rate (Chairman rate is $95,000; committee chair/member fees not paid) |
| Equity grant (RSUs) | Prorated RSU grant per director policy | Granted under 2021 Equity Plan; determined/administered by management; prorated to appointment date |
| RSU vesting policy (directors) | 100% on earlier of 1 year from grant or next annual meeting | Settled in INOD common stock; examples from 2024 grants to other directors |
| Expenses | Reimbursed travel/out-of-pocket for in-person meetings | Standard director reimbursements |
| Committee fees | None | Company does not pay additional chair/member fees |
Performance Compensation
| Performance Metric Tied to Director Pay | Disclosure |
|---|---|
| Financial/TSR/ESG metrics | None disclosed; director RSUs are time-based (no performance conditions) |
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict Consideration | Mitigants/Status |
|---|---|---|
| Scotiabank | Potential customer/supplier relationships could arise given Innodata’s AI/data services | Board affirmed independence; no Item 404 related-party transactions or arrangements at appointment |
| WEX Inc. | Potential commercial overlap (payments/data services) | Same as above; monitor recusals if transactions occur |
Expertise & Qualifications
- Deep operations/technology leadership across global financial institutions; led large-scale cybersecurity and shared services programs .
- Digital transformation leadership (TIME); investment/board experience across public and private companies .
- Current roles provide network connectivity across enterprise tech and financial services ecosystems .
Equity Ownership
- Beneficial ownership: No Callahan holdings disclosed in the 2025 proxy (as of April 15, 2025; he was not then a director/nominee) .
- Insider trading/hedging: Company policy prohibits hedging, short sales, holding in margin accounts, and pledging of INOD securities by directors .
- Related-party transactions: None requiring disclosure; Callahan has no direct/indirect material interest in transactions per Item 404(a) at appointment .
Governance Assessment
- Positives:
- Independent appointment with immediate placement on Audit and Compensation Committees, adding board capacity in financial oversight and pay governance .
- Strong operational/technology credentials and cybersecurity oversight experience enhance board effectiveness in AI/data-driven strategy .
- Director pay structure balanced (cash retainer + time-based RSUs), no committee premiums; 2024 Say-on-Pay support was strong (92%), signaling investor comfort with compensation governance .
- Watchpoints / RED FLAGS:
- CEO serving as Chairman reduces leadership separation versus prior independent chair model; appointment of a Lead Independent Director partially mitigates this concern .
- Concurrent service on Scotiabank and WEX boards warrants monitoring for future related-party exposure; current disclosures indicate no Item 404 transactions and independence affirmed .
- Ensure adherence to anti-hedging/pledging policy and timely disclosure of any equity ownership changes .