Gary Kremen
IdentivAbout Gary Kremen
Gary Kremen (age 61) has served as an independent director of Identiv, Inc. since February 2014. He is a technology entrepreneur credited as primary inventor on a 1995-filed patent for dynamic web pages and holds B.S. degrees in Electrical Engineering and Computer Science from Northwestern University and an M.B.A. from Stanford Graduate School of Business. He brings significant experience in corporate finance, public markets, and technology investing, with over 100 private technology investments and multiple founded companies including Match.com and Clean Power Finance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Match.com (now Match Group) | Founder/Co-founder | Not disclosed | Founded one of the world’s largest dating websites |
| Clean Power Finance (now Spruce Finance) | Co-founder | Not disclosed | Led residential solar finance company |
| Pace Avenue | Co-founder | Not disclosed | Customer acquisition in renewable energy for LMI households |
| Water Assurance Partners, LLC | Director (prior) | Not disclosed | Agriculture water services oversight |
| Santa Clara Valley Water District | Board member (prior) | Not disclosed | Governance in public water agency |
| San Luis & Delta-Mendota Water Authority | Board member (prior) | Not disclosed | Regional water governance |
| San Francisquito Creek Joint Powers Authority | Board member (prior) | Not disclosed | Flood/creek management governance |
| Delta Conveyance Finance Authority | Board member (prior) | Not disclosed | Infrastructure financing governance |
| UC Merced Foundation | Board member (prior) | Not disclosed | Non-profit academic governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CapGain Solutions (private) | Board member and/or principal/managing partner | Current | Financial services focus |
| Voter.vote (private) | Board member and/or principal/managing partner | Current | Political outreach software |
Board Governance
- Independence: The Board affirmatively determined all directors other than the CEO (Kirsten F. Newquist) are independent; Kremen is independent under Nasdaq and SEC rules .
- Committees and Chairs:
- Audit Committee: Angelini, Kremen, Ousley (Chair). Met 4 times in 2024; Ousley designated “audit committee financial expert.” Scope includes auditor selection, internal controls, financial reporting, cybersecurity risk oversight, and related party transaction reviews .
- Compensation Committee: Angelini (Chair), Kremen, Kuntz. Met 4 times in 2024; oversees CEO pay, executive comp policies, equity programs, clawback policy implementation, and director compensation .
- Nominating Committee: Angelini, Kuntz (Chair), Ousley. Held no meetings in 2024; oversees director selection criteria, committee appointments, and board evaluations .
- Attendance: Board held 10 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings. Four directors attended the 2024 Annual Meeting .
- Board leadership: Roles of CEO and Chair are separated (CEO: Newquist; Chair: Ousley). Lead Independent Director elected only if CEO and Chair roles combine; not currently applicable .
- Resignation policy: Directors must tender an irrevocable resignation if they receive a majority “against/withhold” vote in an uncontested election and the Board accepts the resignation .
- Declassification initiative: Board proposed and recommended declassifying the board by the 2026 Annual Meeting to move to annual elections—enhancing accountability and investor influence on governance .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer | $125,000 per board year | Chairman or Lead Independent Director: $175,000 |
| Committee Membership Fee | $5,000 per committee per board year | Audit, Compensation, Nominating |
| Committee Chair Premium | Audit Chair: $20,000; Compensation Chair: $10,000; Nominating Chair: $10,000 | Not applicable to Kremen (not a chair) |
| Cash vs Equity Mix | Each non-employee director elected to receive 50% of annual retainer in RSUs; 50% paid in cash quarterly | RSUs vest monthly over the board year; settlement deferred until earlier of 3 years from initial vesting start or separation |
| 2024 Director Compensation (Identiv format) | Fees Earned: $80,000; Stock Awards (grant-date fair value): $78,053; Total: $158,053 | Aggregate 2024 compensation for Kremen |
Performance Compensation
- Director-specific: No performance-based equity disclosed for directors; RSUs for director pay vest on time-based schedule with deferred settlement. No meeting fees, bonus metrics, or PSUs tied to performance for directors are disclosed .
- Company clawback policy: Applicable to executive incentive-based compensation (not director time-based RSUs); mandates recoupment after restatements per SEC/Nasdaq rules .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| CapGain Solutions | Private | Board/principal | Financial services; no disclosed Identiv transaction |
| Voter.vote | Private | Board/principal | Political outreach; no disclosed Identiv transaction |
- Current public company directorships: None disclosed for Kremen .
- Related-party transactions: Company reviews and approves related-party transactions via independent directors; no Kremen-specific related-party transactions disclosed .
Expertise & Qualifications
- Board matrix indicates Kremen contributes across strategy, financial expertise, R&D/innovation, sales/marketing, regulatory/compliance, risk management, M&A, public company board and leadership experience, and Technology/RFID domain knowledge .
- Education: B.S. in Electrical Engineering and Computer Science (Northwestern), M.B.A. (Stanford GSB) .
- Patents: Primary inventor on 1995-filed dynamic web pages patent; four other issued patents .
Equity Ownership
| Metric | As of Dec 31, 2024 | As of Apr 14, 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | Not specifically totaled in 12/31/2024 summary | 284,680 shares; 1.2% of outstanding |
| Options Exercisable | 1,000 | 1,000 (exercisable within 60 days) |
| RSUs vested, not settled | 35,693 vested not settled RSUs | Deferred vested RSUs: 10,959 (settlement deferred to 6/1/2026 or departure) and 18,182 (deferred to 6/1/2027 or departure) |
| RSUs unvested or vesting imminently | 9,091 unvested RSUs | 6,552 RSUs vest within 60 days |
Notes:
- Beneficial ownership percentages based on 23,575,004 shares outstanding as of Apr 14, 2025 .
- Settlement deferral features for director RSUs result in sizable vested-but-unsettled balances—important for alignment and voting power timing .
Governance Assessment
- Strengths:
- Independent director with deep technology and financing background; serves on Audit and Compensation—core oversight committees .
- Board moving to annual elections by 2026 improves accountability; resignation policy for majority-withheld directors adds discipline .
- Audit Committee role includes related-party reviews and cybersecurity risk oversight, supporting investor confidence in oversight rigor .
- Alignment:
- Director compensation partly in RSUs (50%), vesting monthly over board year with deferred settlement—promotes longer-term orientation and equity linkage .
- Material personal equity stake: 284,680 shares beneficially owned (1.2%) plus deferred RSUs—meaningful “skin in the game” for a small-cap issuer .
- Engagement:
- Board and committee attendance thresholds met (≥75%); Board met 10 times in 2024; Compensation and Audit each met 4 times .
- RED FLAGS / Watch items:
- Hedging policy: Company states it does not have a policy prohibiting hedging—potential misalignment risk if directors hedge exposure; investors typically prefer anti-hedging policies .
- Section 16 reporting timeliness: Company noted late reporting for certain RSU grants in 2024 for multiple directors (including Kremen)—administrative issue; monitor for recurrence .
- Concentrated holders: Multiple 5%+ holders and a preferred stock conversion cap at 19.9%—not specific to Kremen but relevant to control dynamics; monitor board independence posture under potential activism or transactional pressure .
Committee Assignment Summary (Kremen)
| Committee | Role | Chair? | 2024 Meetings | Key Oversight Areas |
|---|---|---|---|---|
| Audit | Member | No (Chair: Ousley) | 4 | Financial reporting, internal controls, auditor oversight, cybersecurity, related parties |
| Compensation | Member | No (Chair: Angelini) | 4 | CEO pay, executive comp policies, equity plans, clawback implementation |
Director Compensation Summary (2024)
| Item | Amount |
|---|---|
| Fees Earned (Cash) | $80,000 |
| Stock Awards (RSUs, grant-date fair value) | $78,053 |
| Total | $158,053 |
| RSU Position (12/31/2024) | 35,693 vested not settled; 9,091 unvested |
| Options Outstanding | 1,000 exercisable |
Independence, Attendance, and Policies
- Independence: Yes (Nasdaq/SEC) .
- Attendance: Met Board/committee thresholds; Board met 10× in 2024 .
- Resignation policy and annual elections: In place / proposed declassification by 2026 .
- Clawback policy: Executive incentive comp only .
- Hedging: No prohibition policy—investor alignment concern .
Related Party and Conflicts
- Policy mandates independent review/approval of related-party transactions; Audit Committee reviews conflicts and related-party matters. No Kremen-specific related transactions disclosed .
Say-on-Pay and Shareholder Feedback
- Annual advisory vote on NEO compensation; Board stated responsiveness to significant “against” votes. Historical approval percentages not disclosed in this proxy .
Compensation Committee Practices
- Fully independent membership; authority to retain independent compensation consultants; no specific consultant engagement disclosed; risk analysis found no compensation risks likely to have material adverse effect .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Gary Kremen | 284,680 | 1.2% | Includes 1,000 options (exercisable within 60 days), 6,552 RSUs vesting within 60 days, and deferred vested RSUs of 10,959 (to 6/1/2026) and 18,182 (to 6/1/2027) or upon departure |
Final Implications
- Kremen’s dual membership on Audit and Compensation puts him at the center of financial integrity and pay governance; his independence and attendance support efficacy .
- Equity alignment is solid via RSUs and meaningful holdings; however, absence of anti-hedging policy and minor Section 16 timing issues warrant monitoring as potential governance signal risks .
- Overall, board declassification and resignation policy strengthen accountability; continued vigilance on related-party oversight and compensation discipline via the committees is appropriate .