Denise L. Devine
About Denise L. Devine
Denise L. Devine (age 69) joined Innovative Solutions & Support’s Board in 2025 as an independent director; she is a CPA with deep finance, audit, and public-company board experience, including audit chair roles at financial services companies . Her education includes an MBA from Wharton, an M.S. in Taxation from Villanova Law School, and a B.S. in Accounting from Villanova University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FNB Holdings, LLC | Founder & CEO | Since 2014 | Health and wellness initiatives leadership |
| RTM Vital Signs, LLC | Co‑Founder & CFO | Not disclosed | Development-stage medical device finance leadership |
| Nutripharm, Inc. | Founder & CEO | 1994–2014 | Built IP portfolio in natural food/beverage/pharma/nutraceuticals |
| Pennsylvania State Board of Accountancy | Chair | Not disclosed | Board leadership of state accounting oversight |
| American Institute of CPAs | Board Member | Not disclosed | National professional standards governance |
| Villanova University | Trustee | 2005–2015 | Chair Audit & Risk; member Investment & Executive Committees |
| Ben Franklin Technology Partners of SE Pennsylvania | Director | Since 2016 | Regional innovation/economic development oversight |
External Roles
| Company | Listing | Role | Committees |
|---|---|---|---|
| Fulton Financial Corporation | NASDAQ: FULT | Director (since 2012) | Chair Audit; Vice‑Chair Executive; Member Risk |
| SelectQuote, Inc. | NYSE: SLQT | Director (since Feb 2020) | Chair Compensation (since Sept 2020) |
| AgroFresh Solutions, Inc. | NASDAQ: AGFS | Former Director (2018–2023) | Audit Committee; Chair Compensation & Talent (company sold in 2023) |
| Cubic Corporation | NYSE: CUB | Former Director (2019–2021) | Director until company sale in 2021 |
Board Governance
- Committee assignments: Devine is a member of the Audit Committee; the Board determined she is independent and an SEC “audit committee financial expert” .
- Independence: The Board affirmatively determined Devine (and all members of the Audit, Nominating & Governance, and Compensation Committees) to be independent under Nasdaq rules .
- Meetings and attendance: In FY2024, the Board met 7 times; Audit 5; Compensation 2; Nominating & Governance 1; all directors attended at least 75% of meetings on their committees, with executive sessions held periodically .
- Inclusion and processes: No family relationships or selection arrangements; no material legal proceedings involving directors; shareholder engagement channels described; directors requested to attend the annual meeting .
Fixed Compensation
Program terms for non‑employee directors (updated):
- Annual cash retainer: $45,000; paid quarterly in arrears .
- Committee retainers: Audit Committee member retainer increased from $5,000 to $7,000 on Feb. 26, 2025; Compensation Committee member $5,000; Nominating & Governance member $3,750; Chair retainers: Audit $12,000, Compensation $7,500, Nominating & Governance $5,000; Chairman of the Board additional $30,000 .
- FY2024 director compensation: Devine joined in 2025; no FY2024 compensation reported for her .
| Element | FY2025 Program Terms | Devine’s Role | Notes |
|---|---|---|---|
| Annual cash retainer | $45,000 | Non‑employee director | Paid quarterly |
| Audit Committee member | $7,000 (effective 2/26/2025) | Member | Increased from $5,000 |
| Committee chair fees | $12,000 (Audit) | Not applicable | Devine is not a chair at ISSC |
Performance Compensation
- Equity grants: Annual RSU grant to non‑employee directors; target value increased from $75,000 to $80,000 on Feb. 26, 2025; grants made at the annual meeting and vest on the one‑year anniversary of grant .
| Equity Component | Target Value | Grant Timing | Vesting |
|---|---|---|---|
| RSUs (non‑employee directors) | $80,000 (target) | Annual meeting date | One‑year anniversary of grant |
- Performance metrics: The proxy does not disclose performance‑conditioned director equity; RSUs are time‑vested with no stated performance metrics for directors .
Other Directorships & Interlocks
- Current public boards: Fulton Financial (banking) and SelectQuote (insurance distribution) .
- Prior boards: AgroFresh (post‑harvest solutions; sold in 2023) and Cubic (defense/transportation; sold in 2021) .
- Interlocks/conflicts: The proxy discloses no related‑party transactions involving Devine; Board noted no arrangements for selection and affirmed independence .
Expertise & Qualifications
- Credentials: CPA; SEC “audit committee financial expert” .
- Education: MBA (Wharton), M.S. Taxation (Villanova Law), B.S. Accounting (Villanova) .
- Experience: Extensive finance, audit, operations, and public‑company governance across financial services, healthcare devices, and technology sectors .
Equity Ownership
| Holder | Shares Beneficially Owned (as of 2/20/2025) | % of Class |
|---|---|---|
| Denise L. Devine | None reported | <1% |
- Ownership policy: Non‑employee directors must own shares equal to 3x annual cash base retainer; compliance assessed annually (as of Dec 31), with 50% of shares from vesting/exercise retained until guidelines met .
- Anti‑hedging/pledging: Employees and directors are prohibited from hedging or pledging ISSC securities; margin purchases and margin accounts are prohibited .
Governance Assessment
- Strengths: Independent audit‑committee financial expert with significant audit chair experience; adds banking and insurance governance expertise valuable for risk oversight; confirmed independence and no related‑party transactions disclosed involving Devine .
- Alignment: As a new director, Devine had no reported ownership at the February 2025 record date; program requires 3x retainer ownership and mandates retention to reach compliance; forthcoming RSU grants support alignment over time .
- Engagement and attendance: Board and committee structures emphasize independent oversight; FY2024 meetings cadence shows active governance; directors expected to meet attendance thresholds and attend the annual meeting .
- Potential risks/RED FLAGS to monitor: Multi‑board commitments (FULT and SLQT chair roles) may increase time demands; confirm future ownership guideline compliance and ongoing attendance rates; note ISSC’s heightened DOD/CFIUS sensitivities and rights plan context, though unrelated to Devine specifically .