Stewart Massey
About Stewart R. Massey
Stewart R. Massey (age 68) has served as an independent director of Innodata Inc. since March 2009 and currently chairs both the Compensation Committee (since 2009) and the Nominating Committee (since 2020), while also serving on the Audit Committee (since 2013) . He holds a B.A. in History from The College of Wooster (1979), completed Wharton’s Corporate Governance certificate program (2022), and brings 30+ years of capital markets and governance experience from senior roles at Morgan Stanley and Robert Fleming . The Board classifies him as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Managing Director, Institutional Securities Group (postings in New York, Hong Kong, Tokyo) | 1983–2004 | Led equity sales/trading, research, capital markets, IB; international leadership |
| Robert Fleming Inc. | President & CEO; Board Director and parent Executive Committee member | 1997–1998 | Regional responsibility for equity sales and trading, research, capital markets, IB, asset management in the Americas |
| Dean Witter Reynolds | Professional (pre-Morgan Stanley) | ~1979–1983 (four years) | Capital markets foundation prior to MS |
| Massey, Quick, Simon & Co. LLC | Founding Partner; Founding Partner Emeritus | 2004–Sep 2018; Emeritus through Dec 2018 | Investment advisory for endowments/foundations/wealthy families |
| Bow River Capital Partners | Vice Chairman | Sep 2018–Jul 2019 | Private investment firm governance role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The College of Wooster | Trustee (now Emeritus) | Since 1987 | Serves on Trustee & Governance, Finance & Investment committees |
| Hobart and William Smith Colleges | Investment Committee Member | 2010–2023 | Endowment oversight experience |
| Wharton School | Corporate Governance certificate | 2022 | “Maximize Your Effectiveness in the Boardroom” program |
Board Governance
- Board independence and structure: 3 of 4 directors are independent (Forlenza, Massey, Toor); Mr. Toor serves as independent Chairman; CEO Jack Abuhoff is non-independent .
- Committee leadership and composition:
- Compensation Committee: Forlenza, Massey (Chair), Toor .
- Nominating Committee: Forlenza, Massey (Chair), Toor; company has no formal nominating charter .
- Audit Committee: Forlenza (Chair, audit committee financial expert), Massey, Toor .
- Attendance/engagement: Board met 9 times in 2024; each director attended ≥75% of Board and applicable committee meetings; executive sessions are held (including independent directors only) .
- Risk oversight: Audit (financial, cyber), Compensation (comp-related risks), compliance and technology leadership report through management; CEO provides risk updates to the Board .
- Anti-hedging/pledging: Insider trading policy prohibits hedging, short sales, holding in margin accounts, and pledging company securities .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual cash retainer (non-Chairman) | $60,000 | $75,000 |
| Committee chair/member fees | None (no additional fees) | None (no additional fees) |
| Meeting fees | None disclosed beyond out-of-pocket expenses | None disclosed beyond out-of-pocket expenses |
| Director Compensation Details (Massey) | 2023 | 2024 |
|---|---|---|
| Cash fees | $60,000 | $75,000 |
| Stock awards (grant-date fair value) | $59,993 | $124,998 |
| Total | $119,993 | $199,998 |
Performance Compensation
| Equity Grant (Massey) | Grant Date | Shares/Units | Vesting | Deferral/Settlement |
|---|---|---|---|---|
| RSUs | Dec 27, 2023 | 6,984 | 100% on earlier of 1 year from grant or 2024 annual meeting | Settled upon vesting; standard (no special deferral noted for 2023 grants) |
| RSUs | Jun 5, 2024 | 8,278 | 100% on earlier of 1 year from grant or 2025 annual meeting | Deferred payment date: earliest of separation, death/disability, change-in-control (2021 plan), or 5th anniversary of grant |
No director performance metrics (e.g., TSR, revenue/EBITDA goals) are tied to director RSU vesting; awards are time-based .
Other Directorships & Interlocks
- Current public company boards: Not disclosed for Mr. Massey in INOD’s proxy .
- Private/academic boards: College of Wooster Trustee (Emeritus) and HWS Colleges investment committee; prior roles at investment firms and banks as above .
- Interlocks/overlaps with competitors/customers: None disclosed .
Expertise & Qualifications
- Capital markets and governance: Senior MD at Morgan Stanley; President/CEO at Robert Fleming; founding partner of an investment advisory firm .
- Committee leadership: Long-standing Compensation Chair (since 2009), Nominating Chair (since 2020), Audit Committee member (since 2013) .
- Financial oversight: Active on Audit Committee; works alongside an audit financial expert (Forlenza) .
- Governance training: Wharton governance certificate (2022) .
Equity Ownership
| Beneficial Ownership (as of record date) | 2024 | 2025 |
|---|---|---|
| Total beneficially owned shares | 194,484 | 106,262 |
| Percent of shares outstanding | <1% (*) | <1% (*) |
| Indirect ownership (included above) | 23,500 shares | 21,000 shares |
| Currently exercisable options (included above) | 154,000 | 60,000 |
| RSUs (included above) | 6,984 | 8,278 |
Insider trading policy prohibits hedging and pledging; no pledging disclosed for directors .
Compensation Committee Analysis
- Composition and independence: Massey (Chair), Forlenza, Toor; all independent per Nasdaq rules .
- Consultant: Frederic W. Cook & Co. engaged in Oct 2023; re-engaged in 2024 to review executive and non-employee director compensation; independence assessed with no identified conflicts; Committee retains sole authority over consultant engagement/compensation .
Say-on-Pay & Shareholder Feedback
| Meeting Year | Advisory Approval of NEO Compensation |
|---|---|
| 2023 (covering 2022 comp) | 81% approval |
| 2024 (covering 2023 comp) | 92% approval |
Governance Assessment
-
Strengths:
- Independent director with deep capital markets experience and long-tenured committee leadership (Compensation Chair since 2009; Nominating Chair since 2020) .
- Board majority independent; independent Chairman; active executive sessions; strong attendance threshold met by all directors .
- Anti-hedging/anti-pledging policy reduces alignment risks; no related-party transactions reported .
-
Watch items / potential RED FLAGS:
- Nominating Committee operates without a formal charter; while responsibilities are disclosed, absence of a charter can limit transparency into director selection criteria/processes .
- Concentration of committee influence: Massey chairs two key committees and sits on Audit within a four-person board—heightened reliance on individuals for governance continuity (fact pattern; monitor turnover/refreshment) .
- Director equity grants are time-based RSUs with deferral features; no explicit performance metrics for director equity (common practice, but fewer pay-for-performance signals) .
Related-party transactions: None requiring disclosure under Item 404 were reported in 2024 or 2025 proxies .
Board meetings: 9 meetings in 2024; all directors ≥75% attendance; committee meeting cadence (Audit 4x, Compensation 3x, Nominating 1x) supports oversight rhythm .