Richard Clarke
About Richard Clarke
General (Retired) Richard D. Clarke joined Innodata’s board as an independent director on November 6, 2025. He is a retired four-star U.S. Army general and former Commander of U.S. Special Operations Command (USSOCOM), with prior service as Director for Strategic Plans and Policy (J5) on the Joint Staff. He holds a bachelor’s degree from West Point and an MBA from Benedictine College, and currently serves on the board of General Dynamics and as a trustee at MITRE . On appointment, the Board determined him “independent” under SEC and Nasdaq rules, and his initial Form 3 reported no beneficial ownership of Innodata securities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Special Operations Command (USSOCOM) | Commander (four-star General) | –2022 | Led ~75,000-person global force; oversaw >$13B budget; >12 combat deployments to Iraq/Afghanistan |
| Joint Staff, The Pentagon | Director for Strategic Plans and Policy (J5) | Not disclosed | Senior policy and strategy leadership across services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| General Dynamics (NYSE: GD) | Director | Current | Large-cap public defense contractor |
| MITRE | Trustee | Current | Federally funded R&D center governance |
Board Governance
- Appointment and independence: Elected to Innodata’s board effective Nov 6, 2025; determined “independent” by the Board .
- Committee assignments: Member, Nominating Committee (no chair role disclosed) .
- Board structure shift: Concurrent with his appointment, CEO Jack Abuhoff became Board Chair and Stewart Massey was named Lead Independent Director, replacing an independent chair structure; Board now five directors, four independent .
- Related-party/arrangements: No family relationships or Item 404(a) transactions; customary indemnification agreement executed .
- Anti-hedging/pledging policy: Innodata prohibits directors from hedging, short sales, margin, and pledging of company securities .
Fixed Compensation
| Component | Structure | Amount/Terms |
|---|---|---|
| Annual cash retainer | Non-employee director cash compensation | $75,000 per year, paid in equal monthly installments |
| Committee/Chair fees | Committee service compensation | None for service as chair or member of committees (per company policy) |
| Expense reimbursement | Travel/out-of-pocket for in-person meetings | Reimbursed |
Performance Compensation
| Instrument | Grant Policy | Vesting | Performance Metrics |
|---|---|---|---|
| RSU grant (2025 appointment) | RSUs under 2021 Equity Compensation Plan; prorated based on appointment date; grant amount to be set/administered by management per policy | Not specifically disclosed for 2025 appointment; reference program: 2024 director RSUs vested 100% at earlier of one year or next annual meeting | None disclosed for directors; prior grants were time-based, not performance-conditioned |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Consideration |
|---|---|---|---|
| General Dynamics (GD) | Public company | Director | Defense industry exposure; no Innodata related-party transactions disclosed |
| MITRE | Non-profit (FFRDC) | Trustee | Government/defense network; no Innodata related-party transactions disclosed |
Expertise & Qualifications
- Strategic and operational leadership of large, complex organizations; commanded USSOCOM’s ~75,000-person force with a >$13B budget .
- National security, risk oversight, and multi-theater combat leadership (>12 deployments) .
- Public-company board experience (General Dynamics); trustee governance (MITRE) .
- Education: B.S. (U.S. Military Academy, West Point); MBA (Benedictine College) .
Equity Ownership
| As of | Beneficial Ownership | Notes |
|---|---|---|
| Nov 10, 2025 (Form 3; event 11/05/2025) | 0 shares beneficially owned | Initial filing reports no securities beneficially owned |
| Pledging/Hedging | Prohibited by company policy | Company policy bars hedging, shorting, margin, and pledging by directors |
Insider Trades
| Date (Filing) | Form | Transaction | Shares | Price | Post-Trade Holdings |
|---|---|---|---|---|---|
| 2025-11-10 | Form 3 | Initial statement of beneficial ownership | 0 | — | 0 shares beneficially owned |
Governance Assessment
- Strengths for investor confidence:
- Independent director with deep leadership, risk, and security expertise; joins the Nominating Committee, which can support board refreshment and governance quality .
- Clean related-party profile; no family ties; customary indemnification only .
- Company policies prohibit hedging/pledging, aligning with governance best practices .
- Watch items / potential red flags:
- Board leadership consolidation: shift from independent chair to CEO as Chair increases reliance on the Lead Independent Director structure for effective oversight .
- Initial alignment: Form 3 shows zero share ownership at appointment; monitor equity grant sizing/vesting and subsequent open-market purchases for alignment signals .
- External commitments: Additional public board (GD) and trustee role (MITRE) require time-balancing; no attendance data yet for Innodata given recent appointment .
Contextual shareholder support (company-level): Say‑on‑pay support was high (92% approval at 2024 meeting) and again approved at the June 5, 2025 meeting (11.38M For vs. 0.59M Against), indicating generally supportive investor sentiment toward compensation and governance frameworks .