Suzanne M. Decker
About Suzanne M. Decker
Independent director of The Joint Corp. since 2017, age 63. Decker retired in 2022 after 22 years at Aspen Dental Management (ADMI), most recently as Chief Human Resources Officer and then Executive Project Sponsor, leading large-scale human capital initiatives across 15,000 employees and multiple healthcare service brands. She is currently Compensation Committee Chair at JYNT and brings deep HR/talent, multi-site healthcare services, and franchising experience; education: BS in Childhood Education, Russell Sage College .
Past Roles
| Organization | Role | Tenure / Dates | Committees / Impact |
|---|---|---|---|
| Aspen Dental Management, Inc. (ADMI) | Chief Human Resources Officer; later Executive Project Sponsor | 22 years; retired Dec 31, 2022; CHRO until Apr 2021, Exec Project Sponsor through retirement | Led compensation, performance and talent management, recruitment, training, and field HR for ~15,000 employees; supported integrations of WellNow, Rejuv/Chapter, ClearChoice, AZ PetVet |
| Davis Vision Companies | Director of Human Resources | Not disclosed | HR leadership at a vertically integrated vision services provider |
External Roles
| Organization | Role | Dates |
|---|---|---|
| Lightwave Dental | Director | Since Nov 2023 |
| Galen Mental Health | Director | Since Nov 2024 |
| Lindsay Goldberg (PE firm) | Consultant | Since Mar 2024 |
| Bond Veterinary, Inc. | Advisor | Apr 2022 – Apr 2024 |
| Refresh Mental Health | Director | Jan 2021 – Feb 2022 (until sale) |
| Other public company boards | None | Disclosed as none |
Board Governance
- Independence and leadership: Decker is an independent director under Nasdaq and SEC rules; all members of the Compensation, Audit, and Nominating & Governance Committees are independent . She serves as Chair of the Compensation Committee; other 2024–2025 committee members are Jefferson Gramm and Abraham Hong .
- Attendance and engagement: Board held 8 meetings in 2024; Compensation Committee held 5. All directors (including Decker) attended at least 75% of applicable Board/committee meetings. The company holds executive sessions without management each Board meeting and conducts annual Board/committee self-evaluations .
- Lead independent director: Matthew E. Rubel serves as Lead Director (coordinates agendas, presides over meetings, independent shareholder contact) .
- Ownership alignment policies: Directors must own shares ≥ 2× annual cash retainer within five years. Anti-hedging/pledging policy prohibits short sales, hedging, options, and holding/pledging in margin accounts .
- Compensation oversight practices: Compensation Committee has authority to retain independent advisers; Korn Ferry last conducted an executive compensation review in 2023, with the next evaluation expected in 2025 .
- Committee dynamics: A significant shareholder representative, Jefferson Gramm of Bandera Partners (25.7% holder), sits on the Compensation Committee alongside Decker, under a nomination/standstill agreement—this can increase shareholder alignment but also requires careful governance to preserve independent judgment .
Fixed Compensation
Individual director compensation (cash and equity) – amounts reported for the year ended:
| Metric | 2023 | 2024 |
|---|---|---|
| Cash fees (USD) | $55,000 | $58,000 |
| Stock awards grant-date fair value (USD) | $50,000 | $50,000 |
| Option awards | — | — |
| Total (USD) | $105,000 | $108,000 |
Director fee structure:
- Annual cash retainer for non-employee directors: $50,000 (2023 and 2024); plus restricted stock equal to $50,000 on election/re-election; vests on earlier of one year or next annual meeting .
- Committee chair stipends (2024): Audit $15,000; Compensation $10,000; Nominating & Governance $5,000; non-chair members $2,000; Lead Director $15,000. Special committees: IT ($5,000 members) and Finance ($15,000 chair; $5,000 members) .
- Outside director annual cap under 2024 Incentive Stock Plan: total cash plus equity awards may not exceed $500,000 in a fiscal year .
Performance Compensation
Director equity mechanics:
| Item | Detail |
|---|---|
| Annual director equity grant | Restricted stock equal to $50,000 on (re)election; time-based vesting |
| Vesting | Earlier of one year from grant or next annual meeting |
| Performance metrics | Not applicable to director grants (director awards are time-based) |
| Change-in-control treatment (Plan) | If awards not assumed in a change-in-control: single-trigger vesting; if assumed: double-trigger vesting upon qualifying termination within 1 year (plan-wide) |
| Unvested director stock at YE | 3,668 unvested shares outstanding for each non-employee director at 12/31/2023; 3,306 at YE 2024 (applies to Decker) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company directorships | None |
| Notable Board interlock within JYNT | Compensation Committee includes Bandera’s representative (Gramm) while Decker is Chair; Bandera holds 25.7% and is party to a nomination/standstill agreement through as late as early 2026 |
Expertise & Qualifications
- Human capital and talent strategy: Led HR for large, multi-brand healthcare services platform (ADMI), including compensation, performance/talent management, recruitment/training, and integration support for multiple acquisitions .
- Multi-site healthcare services and franchising exposure; senior leadership and operations experience; marketing/branding and operations management skills .
- Education: BS, Russell Sage College .
Equity Ownership
| Ownership item | 2024 (Record date Apr 9, 2024) | 2025 (Record date Mar 24, 2025) |
|---|---|---|
| Beneficially owned shares | 28,140 | 31,098 |
| % of shares outstanding | <1% | <1% |
| Unvested director RS outstanding (YE) | 3,668 (at 12/31/2023) | 3,306 (at 12/31/2024) |
| Stock ownership guideline | Directors: ≥ 2× annual cash retainer within 5 years | |
| Hedging/pledging | Prohibited (no shorting, hedging/monetization, options, margin/pledging) |
Governance Assessment
- Positives: Independent Compensation Chair with deep HR/talent expertise directly relevant to executive pay design; strong alignment policies (ownership guideline; anti-hedging/pledging); independent committees; regular executive sessions and annual Board evaluations; transparent director pay structure with modest cash/equity mix and an outside director cap under the equity plan .
- Attendance: Board and committees met frequently in 2024; all directors, including Decker, met the ≥75% attendance threshold, supporting governance effectiveness .
- Conflicts/related-party: No related-party transactions disclosed for Decker. The only disclosed related-party dealings involve director/5% holder Jefferson Gramm/Bandera; these were reviewed under policy and disclosed. Risk factor: large shareholder’s presence (25.7%) on the Compensation Committee alongside Decker merits ongoing vigilance around independence optics despite Nasdaq independence status .
- Signals to investors: Chairing Compensation during a period of strategic refranchising and leadership transition, with a biennial external pay review cadence (Korn Ferry), suggests a structured approach to aligning pay with performance while maintaining cost discipline. The plan-level double/single-trigger provisions and director award limits reflect shareholder-friendly features .