Suzanne Niemeyer
About Suzanne Niemeyer
Suzanne Niemeyer, 54, serves as Innventure’s General Counsel and Corporate Secretary and is a Class III director. She previously was General Counsel and Corporate Secretary at Magis Capital Partners (2019–2024), and held senior legal and governance roles at Actua Corporation (2000–2019) after starting her career at Dechert LLP. She holds a B.A. from Duke University and a J.D. from Georgetown University Law Center . Innventure’s board was formed in October 2024 at the company’s public listing; Class III director terms expire at the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Magis Capital Partners | General Counsel & Corporate Secretary | 2019–2024 | Led corporate governance and legal function |
| Actua Corporation | General Counsel, Managing Director, Corporate Secretary; previously VP Legal | 2000–2019 | Oversaw SEC compliance, corporate governance, and M&A execution |
| Dechert LLP | Associate, Corporate Department | Prior to 2000 | Corporate legal practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Refinity Holdings, LLC | Director | Current | Affiliate within Innventure’s ecosystem |
| Astea International Inc. | Director | Jun–Dec 2019 | Prior public company directorship |
| Acquirgy, Inc. | Director | Prior | Private company board |
| Bryn Mawr Rehabilitation Hospital Foundation | Director | Prior | Non-profit board |
| Investor Force Holdings | Director | Prior | Private company board |
Board Governance
- Independence: Not independent (serves as General Counsel; not on standing committees) .
- Committee assignments: None. Audit (Chair: James O. Donnally), Compensation (Chair: Bruce Brown), and Nominating & Corporate Governance (Chair: Michael Amalfitano) were fully independent in 2024 .
- Attendance: The Board met 3 times in 2024 and “all of our directors attended all of the Board meetings.” Audit (2 meetings), Compensation (1), and N&CG (1) had full attendance by committee members .
- Executive sessions: Independent directors held two in 2024; they expect at least four, but no fewer than two per year .
- Lead Independent Director: None currently .
Fixed Compensation
| Component | Amount/Terms | Applicability |
|---|---|---|
| Annual cash retainer (non‑management directors) | $80,000 per year, paid quarterly | Applies to non‑management directors; directors who are executives did not receive additional Board pay in 2024 |
| Committee chair retainer | $20,000 per year per committee | Applies to non‑management directors |
| Committee member retainer | $10,000 per year per committee | Applies to non‑management directors |
| Initial RSU grant (transition period) | Target value $90,000; vests at 2025 annual meeting | Applies to non‑management directors |
| Annual RSU grant | Target value $120,000; vests by next annual meeting | Applies to non‑management directors |
- Note: Ms. Niemeyer is an executive officer; per policy, directors who were also executives did not receive additional compensation for Board service in 2024 . Her executive (GC) compensation is not disclosed as she is not an NEO in the proxy .
Performance Compensation
- Director equity is time‑based RSUs; no performance share units or director performance metrics disclosed for Board compensation .
- Company‑wide clawback policy (adopted Oct 2024) requires recovery of incentive‑based compensation from Section 16 officers after certain restatements; “no fault” and generally covers last three fiscal years .
- Insider Trading Policy prohibits hedging and discourages pledging of company stock .
Other Directorships & Interlocks
| Person/Entity | Nature | Potential Interlock/Conflict Commentary |
|---|---|---|
| Refinity Holdings, LLC | Ms. Niemeyer is a director | In‑group subsidiary/affiliate role; not a third‑party conflict on its face. No related‑party transaction naming Ms. Niemeyer disclosed in the proxy’s Related Party Transactions section . |
Expertise & Qualifications
- Corporate governance, SEC compliance, and M&A: structured and negotiated “dozens of complex M&A transactions,” oversaw public company compliance and shareholder engagement at Actua .
- Education: B.A., Duke University; J.D., Georgetown University Law Center .
- Board skills: Legal acumen and governance experience cited as qualification for Innventure board service .
Equity Ownership
| Date (Record) | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Apr 25, 2025 | 153,005 | <1% |
| Oct 6, 2025 | 141,098 | <1% (asterisked as “less than 1%”) |
- Pledging/Hedging: Hedging prohibited; pledging discouraged under company policy. No pledging by Ms. Niemeyer disclosed .
- Ownership guidelines: The DEF 14A discloses the non‑management director compensation framework but does not specify director stock ownership guidelines; none were identified in the cited sections .
Governance Assessment
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Strengths
- Deep governance and public company legal experience; prior public board service (Astea) and leadership of corporate governance and M&A at Actua support board effectiveness .
- Full Board attendance in 2024; independent committees with specified financial expertise on Audit .
- Adoption of clawback and anti‑hedging policies; independent director executive sessions in place .
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Watch items / potential red flags
- Not independent: As sitting General Counsel and Corporate Secretary, Ms. Niemeyer is a management director; she does not sit on Audit, Compensation, or N&CG committees, which mitigates some conflict risk but reduces independent voices on the Board .
- Broader company financing structure relies on significant convertible securities (Yorkville SEPA and Debentures), which is a capital structure/oversight consideration for the Board; while not attributable to Ms. Niemeyer personally, investor confidence often scrutinizes governance around dilution and financing terms .
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Overall view: Ms. Niemeyer contributes strong governance and M&A/legal expertise and maintained full meeting attendance. Her status as a non‑independent, management director is the primary governance trade‑off; the Board’s committee independence and policies partially offset this concern .