Louise Forlenza
About Louise C. Forlenza
Louise C. Forlenza (age 75) is an independent director of Innodata, serving since October 2002. She is a Certified Public Accountant, founder of LC Forlenza CPA PC Advisory Services (est. 1987), and former CFO of Bierbaum-Martin (a foreign exchange firm). Her credentials include a B.B.A. in Accounting from Iona College (1971), a Certificate in Forensic Accounting from NYU (2012), and Harvard executive programs in Board Governance & Audit (2015) and Executive Compensation (2016). She is Chair of the Audit Committee, and a member of the Compensation and Nominating Committees; the Board has determined she is an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LC Forlenza CPA PC Advisory Services | Founder | Since 1987 | Strategic advisor across accounting/reporting, forensic accounting, auditing, foreign tax, turnarounds, litigation support |
| Bierbaum-Martin (foreign exchange firm) | Chief Financial Officer | Prior role (dates not disclosed) | CFO responsibilities; finance and FX planning expertise |
External Roles
| Organization | Role | Tenure | Public Co. Board? |
|---|---|---|---|
| Not disclosed | — | — | No other public company directorships disclosed |
Board Governance
- Independence: The Board determined Forlenza is independent under Nasdaq Listing Rule 5605(a)(2); independent directors form a majority of a four-member Board.
- Leadership structure: Independent director Nick Toor serves as Chairman; CEO Jack Abuhoff is separate, supporting oversight and governance.
- Committees: Audit (Chair; independent-only), Compensation (member), Nominating (member).
- Attendance: In 2024, the Board held nine meetings; each director attended at least 75% of Board and committee meetings. Executive sessions for independent directors are held during the year.
- Audit Committee actions: Recommended inclusion of 2024 audited financials in Form 10‑K; confirmed auditor independence.
- Related-party oversight: Audit Committee reviews/approves related-party transactions; none requiring Item 404 disclosure as of proxy date.
| Committee | Composition | Role | Meetings in 2024 |
|---|---|---|---|
| Audit | Forlenza (Chair), Massey, Toor (all independent) | Financial reporting, internal controls, auditor oversight, related-party transaction review | 4 |
| Compensation | Massey (Chair), Forlenza, Toor (all independent) | Executive/director pay, equity grants; engages indep. consultant as needed | 3 |
| Nominating | Massey (Chair), Forlenza, Toor (all independent) | Director identification/evaluation; re-nomination policy; no charter | 1 |
Fixed Compensation (Director)
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $75,000 | Paid in 12 monthly installments; plus out-of-pocket expenses per Board meeting |
| Chair/member fees | $0 | No additional compensation for chairing or serving on committees |
| Meeting fees | Not disclosed | Out-of-pocket expenses reimbursed |
| Total 2024 director compensation (Forlenza) | $199,998 | Cash $75,000; stock awards $124,998 |
Performance Compensation (Director)
| Equity Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Settlement/Deferral |
|---|---|---|---|---|---|
| RSUs | June 5, 2024 | 8,278 | $124,998 | 100% vest on earlier of 1 year from grant or date of 2025 annual meeting | Shares settle upon vest; can be deferred to first of separation, death/disability, change of control, or 5th anniversary (per deferred comp program) |
- Performance metrics tied to director equity: None disclosed; RSUs vest time/event-based, not performance-based.
- Consultant involvement: RSU grant size/value based on Frederic W. Cook & Co. recommendations (independent consultant engaged Oct 2023; re-engaged 2024).
Other Directorships & Interlocks
| Company | Role | Committee Roles | Overlap/Interlock |
|---|---|---|---|
| None disclosed | — | — | No disclosed interlocks with competitors/suppliers/customers |
Expertise & Qualifications
| Credential/Experience | Details |
|---|---|
| CPA | Certified Public Accountant |
| Audit Committee Financial Expert | Determined by Board per Item 407(d)(5) of Regulation S‑K; satisfies Nasdaq financial literacy |
| Education | B.B.A. Accounting, Iona College (1971); Certificate in Forensic Accounting, NYU (2012) |
| Executive Programs | Harvard Executive Program for Board Governance & Audit (2015); Harvard Executive Compensation Program (2016) |
| Domain Expertise | Accounting, audit, tax planning, foreign exchange planning; forensic accounting; CFO background |
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Breakdown |
|---|---|---|---|
| Louise C. Forlenza | 176,278 | <1% | Includes currently exercisable options to purchase 168,000 shares and 8,278 RSUs |
| Shares owned post-11/12/2025 trade | 3,943 | — | Post‑sale balance reported in Form 4 on Nov 12, 2025 |
- Anti‑hedging/pledging: Company policy prohibits hedging, short sales, holding in margin accounts, and pledging of company securities (applies to directors).
Insider Trades (selected recent)
| Filing Date | Transaction Date | Type | Shares | Price | Post‑Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025‑11‑12 | 2025‑11‑12 | Sale (S) | 8,278 | $65 | 3,943 | |
| 2025‑06‑09 | 2025‑06‑05 | Award (A) | 3,943 | $0 | 12,221 |
Compensation Committee Analysis (context)
- Committee composition: Independent directors (Massey Chair; Forlenza; Toor); met 3 times in 2024.
- Independent consultant: Frederic W. Cook & Co. engaged Oct 2023; re‑engaged Jun–Dec 2024; independence assessed per Nasdaq 5605(d)(3)(D).
- Peer group used for benchmarking (18 companies): American Software; Applied Digital; Asure Software; Augmedix; BigBear.ai; BlackSky; Brightcove; DarioHealth; Digimarc; Franklin Covey; Information Services Group; OneSpan; OptimizeRx; Red Violet; Rekor Systems; Smith Micro Software; SoundThinking; Spire Global.
Governance Assessment
- Strengths
- Independent Audit Chair and SEC-designated audit committee financial expert status; audit and related-party oversight robust (independent auditors affirmed; no related-party transactions requiring disclosure).
- Clear anti‑hedging/pledging policy supporting alignment; no chair/member fees reduce compensation complexity.
- Director equity program time/event‑based RSUs, with deferral and CoC provisions; consultant-backed grant sizing.
- Watch items
- Very long tenure (director since 2002) may raise potential entrenchment concerns; mitigate via continued independence and active committee roles.
- Recent sale of RSU-sized shares post‑vesting (Nov 2025) is typical for liquidity/tax but reduces near‑term common share exposure; overall beneficial ownership largely via options.
Net assessment: Forlenza’s governance profile is strong on audit rigor, independence, and committee engagement, with alignment policies in place; tenure and equity liquidity patterns should be monitored against evolving shareholder expectations on director refreshment and ownership depth.