George Neble
About George Neble
Independent director since July 2021 (Class I; term expires 2027). Age 69. CPA with 40+ years of accounting and auditing experience; former EY Boston Managing Partner and senior assurance partner; earlier Arthur Andersen assurance partner. B.S. in Accounting from Boston College. Serves as Audit Committee Chair and designated “Audit Committee financial expert.”
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ernst & Young LLP | Northeast Market Leader and Managing Partner, Boston office | Nov 2012 – Jun 2017 | Senior leadership, oversight for regional practice |
| Ernst & Young LLP | Senior Assurance Partner | 2002 – 2012 | Public and private company audit/assurance |
| Arthur Andersen | Assurance Partner | 1978 – 2002 | Focus on emerging and growth-oriented companies |
| Various companies | Business advisor to high-growth/emerging tech cos. | Since Jul 2017 | Advisory roles across private and non-profit boards |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EverQuote, Inc. | Director | Since May 2018 | Public company directorship |
| Wasabi, Inc. | Director | Current | Private company board |
| Equipnet, Inc. | Director | Current | Private company board |
| LumiraDx Limited | Director (former) | Jul 2020 – Apr 2024 | Former public company directorship |
Board Governance
- Independence and role: Board-afffirmed independent director under Nasdaq rules; Chair of the Audit Committee; designated “Audit Committee financial expert” under Item 407(d) of Regulation S‑K.
- Committees and meetings: Audit Committee held 5 meetings in FY2025; Board held 5 meetings in FY2025. Each director attended at least 75% of aggregate Board and committee meetings; all eight directors attended the 2024 annual meeting.
- Board class/term: Class I; current term expires in 2027.
| Committee | Role | FY2025 Meetings | Notable Oversight/Notes |
|---|---|---|---|
| Audit | Chair | 5 | Oversees financial reporting, auditor independence, ERM and cybersecurity risk, and related‑person transaction approvals; Neble is the Audit Committee financial expert. |
| Compensation | Not listed as member | 5 (committee total) | Comp Committee independence affirmed; uses Alpine Rewards, LLC; no interlocks per Item 407. |
| Nominating & Corporate Governance | Not listed as member | n/a | Committee composition disclosed (Neble not listed). |
Additional audit oversight signal: Audit Committee reviewed and recommended inclusion of FY2025 audited financials in the Form 10‑K and recommended Deloitte & Touche LLP as independent auditor after independence review.
Fixed Compensation
| Component | FY2025 Amount (USD) | Basis/Notes |
|---|---|---|
| Total cash fees reported | 55,000 | Per director compensation table. |
| Board member annual cash retainer (policy) | 35,000 | FY2025 policy amount; increases to 40,000 in FY2026. |
| Audit Committee chair retainer (policy) | 20,000 | Chair retainer is in lieu of member retainer. |
Observation: The FY2025 policy retainer amounts ($35,000 Board + $20,000 Audit Chair) aggregate to $55,000, aligning with Neble’s reported cash fees.
Performance Compensation
| Component | FY2025 Value/Quantity | Vesting/Terms | Notes |
|---|---|---|---|
| Stock awards (grant‑date fair value) | 220,394 | Per FY2025 director comp table | Annual non‑employee director equity grants under the 2021 Plan. |
| Stock awards outstanding (#) as of 6/30/2025 | 3,817 | Outstanding at fiscal year‑end | Options outstanding: —. |
| Annual RSU award policy | 200,000 (value) | Vests in full on earlier of next annual meeting or 1‑year anniversary, subject to service | Share count set using 20‑day average price. |
| Initial RSU award policy (for new directors) | 300,000 (value) | Vests over 3 years in 3 equal annual installments, subject to service | Applies upon joining Board. |
Mix: Equity represented ~80% of Neble’s FY2025 total director compensation ($220,394 equity of $275,394 total), supporting alignment with shareholders.
Other Directorships & Interlocks
| Company | Public/Private | Role | Tenure | Potential Interlock/Notes |
|---|---|---|---|---|
| EverQuote, Inc. | Public | Director | Since May 2018 | No INTA-related interlock disclosed. |
| Wasabi, Inc. | Private | Director | Current | No INTA-related interlock disclosed. |
| Equipnet, Inc. | Private | Director | Current | No INTA-related interlock disclosed. |
| LumiraDx Limited | Public (former) | Director | Jul 2020 – Apr 2024 | Former role; no INTA interlock disclosed. |
Context: The proxy discloses a consulting agreement with director Ralph Baxter; Audit Committee is responsible for related‑person transaction approvals, indicating appropriate governance channels exist for potential conflicts.
Expertise & Qualifications
- CPA; extensive accounting, SEC and financial reporting expertise; designated Audit Committee financial expert.
- 40+ years in audit and assurance, including senior leadership at EY and Arthur Andersen.
- Education: B.S. in Accounting, Boston College.
Equity Ownership
| Item | Value | As of | Source/Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 29,864 | Sep 23, 2025 | Per Security Ownership table; less than 1% of outstanding. |
| Ownership (% of outstanding) | <1% | Sep 23, 2025 | Based on 81,787,131 shares outstanding. |
| Stock awards outstanding (#) | 3,817 | Jun 30, 2025 | As of FY2025 year‑end. |
| Options outstanding (#) | — | Jun 30, 2025 | No options listed outstanding. |
| Shares pledged | Not disclosed | — | No pledging disclosure in proxy sections cited. |
| Director stock ownership guideline | 5x annual cash retainer | Adopted Jun 2025 | Unvested RSUs count; 5 years to achieve compliance. |
Governance Assessment
-
Strengths
- Independent director; Audit Committee Chair and designated financial expert—clear fit for financial oversight and risk management (including cybersecurity).
- Positive engagement: ≥75% attendance threshold met for all directors; attended 2024 annual meeting; Audit Committee met 5x in FY2025.
- Equity‑heavy director pay mix with standardized RSU policy; board‑level ownership guidelines (5x cash retainer) adopted in 2025 bolster alignment.
- Active audit oversight, including auditor independence review and recommendation of Deloitte & Touche LLP; formal insider trading policy on file.
-
Potential Risks/Watch‑items
- Multiple board commitments (EverQuote and private boards) warrant ongoing monitoring for time/attention, though no attendance shortfalls disclosed.
- Board combines CEO/Chair roles; mitigants include independent Audit/Comp/NCG committees and independence of directors.
- Related‑party risk exists at board level via separate consulting agreement with another director (Baxter); Audit Committee (chaired by Neble) has explicit responsibility for related‑person transaction oversight.