Rebecca Messina
About Rebecca Messina
Rebecca Messina, 52, has served on the IVF Board since April 2021. She is Chair of the Marketing Committee (since May 2021) and a member of the Audit Committee (since August 2022). Messina is currently a Senior Advisor at McKinsey & Company (since 2019) and holds a BA from Miami University of Ohio (1994) . The Board has determined she is independent under Nasdaq rules, and the company reports 100% meeting attendance for Board members in 2024 and 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Senior Advisor | 2019–present | Advisory role to clients and leadership |
| Uber | Global Chief Marketing Officer | 2018–2019 | Led global marketing; executive leadership experience |
| Beam Suntory | SVP, Global CMO | 2016–2018 | Led global brand strategy |
| The Coca-Cola Company | Senior VP, Marketing & Innovation, Ventures & Emerging Brands | 2014–2016; 22 years at Coca-Cola | Led ventures and innovation; long-tenured operator |
External Roles
| Organization | Role | Type | Tenure |
|---|---|---|---|
| Vive Organics | Director | Private company | Current |
| Archer Boose | Director | Private company | Current |
| Make-A-Wish Foundation | Director | Non-profit | Current |
| Bartesian | Director | Private company | Current |
| Outdoor Voices | Director | Private company | Current |
| Mobile Marketing Association | Director | Private association | Current |
Board Governance
- Independence: The Board affirmed Messina and three other directors are independent; the CEO is not independent .
- Attendance: Each Board member attended 100% of meetings in 2024 and 2025 .
- Committee assignments: Audit Committee member; Nominating & Governance Committee member; Marketing Committee Chair .
- Risk oversight: Audit Committee oversees financial risk, internal controls, and related person transaction policies .
- Clawback: Board adopted a clawback policy on Oct 2, 2023, compliant with SEC Rule 10D-1/Nasdaq 5608; a 2024 restatement did not affect incentive compensation outcomes .
- Hedging policy: Directors, officers, employees are prohibited from hedging company stock .
| Meetings | 2023 | 2024 | Notes |
|---|---|---|---|
| Board | — | 11 | 100% attendance (2024, 2025) |
| Audit Committee | — | 6 | All members independent; financial literacy; chair is ACFE |
| Compensation Committee | — | 2 | Independent members; charter on website |
| Nominating & Governance Committee | 1 | 1 | Messina member; Davis chairs |
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 42,500 | 0 | 0 | 0 | 42,500 |
| 2023 | 41,250 | 0 | 24,820 | 0 | 66,070 |
- Fee deferral: Messina deferred a cumulative $74,000 of fees as of Dec 31, 2024 .
- Program design: Director compensation includes cash and potential equity to align with long-term stockholder interests .
Performance Compensation
- Equity grants: No stock awards were granted to directors in 2024; Messina received an option award in 2023 .
| Year | Stock Awards ($) | Option Awards ($) |
|---|---|---|
| 2024 | 0 | 0 |
| 2023 | 0 | 24,820 |
- Performance metrics: No director-specific performance metrics tied to compensation disclosed in the proxy .
Other Directorships & Interlocks
- Public company boards: None disclosed for Messina in the proxy (lists only private organizations) .
- Competitor service prohibition: Company policy states no director may serve on the board of any present or potential competitor .
Expertise & Qualifications
- Core skills: Global marketing leadership, brand strategy, corporate governance and oversight experience .
- Financial oversight: Audit Committee membership; Board confirms financial literacy per Nasdaq and Rule 10A-3 .
- Education: BA (Miami University of Ohio, 1994) .
Equity Ownership
| Holder | Shares Beneficially Owned | Options Included (exercisable within 60 days) | Ownership % |
|---|---|---|---|
| Rebecca Messina | 521 | 424 | 0.02% |
- Beneficial ownership table based on 2,161,131 common shares outstanding as of June 3, 2025 .
- Insider trading arrangements: No adoption/modification/termination of Rule 10b5-1 or non-Rule 10b5-1 plans reported in Q4 2024 .
Shareholder Support – Director Elections
| Year | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| 2023 | 162,169 | 26,903 | 763,010 |
| 2022 | 3,875,453 | 51,780 | 5,147,494 |
Governance Assessment
- Strengths: Independent director with 100% attendance; meaningful committee engagement (Audit; Nominating & Governance); clear clawback and anti-hedging policies; Audit Committee oversight of related party transactions .
- Alignment: Cash-focused director pay with fee deferral indicates conservative compensation; minimal equity grants in 2024 .
- Potential RED FLAGS:
- Low personal ownership (0.02%), typical for small-cap non-employee directors but indicates limited economic alignment via equity; options included are minimal .
- 2024 financial statement restatement (lease discount rate correction). Compensation Committee found no impact on incentive pay; governance controls responded via clawback framework .
- Conflicts: No family relationships; policy restricts service on competitor boards; Audit Committee monitors related person transactions. No Messina-specific related-party transactions disclosed in cited sections .