Colette Pierce Burnette, Ed.D.
About Colette Pierce Burnette, Ed.D.
Independent director at CS Disco, Inc. (LAW); age 67; serving since April 2021. Education: B.S. in Industrial and Systems Engineering (Ohio State), M.S. in Administration (Georgia College & State University), Ed.D. (University of Pennsylvania); completed Harvard Graduate School of Education’s Management Development Program. Current role: Chief Executive Officer of Waterloo Greenway (since April 2025); prior roles include President & CEO of Newfields (Aug 2022–Nov 2023) and President of Huston-Tillotson University (Jul 2015–Aug 2022) . The board has affirmatively determined she is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Waterloo Greenway | Chief Executive Officer | Apr 2025–present | Civic leadership; ESG-aligned programming oversight |
| Newfields | President & Chief Executive Officer | Aug 2022–Nov 2023 | Institutional leadership |
| Huston-Tillotson University | President | Jul 2015–Aug 2022 | Higher-ed leadership, community engagement |
| Pierce College (Puyallup, WA) | Interim President | Not disclosed | Academic administration |
| Central State University | Various roles; last served as VP Administration & CFO | Not disclosed | Financial and operational leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mayor of Austin’s Task Force on Institutional Racism & Systemic Inequities | Co-Chair | Not disclosed | Policy oversight; community equity initiatives |
| Leadership Austin | Board Chair | Not disclosed | Regional leadership development |
| Independent Colleges and Universities of Texas | Treasurer | Not disclosed | Sector governance; financial stewardship |
| Other local boards and committees | Member | Not disclosed | Community engagement |
Board Governance
- Committee memberships: Nominating & Corporate Governance Committee member (chair: Susan L. Blount). Not a member of Audit or Compensation committees .
- Independence: Determined independent by the board alongside eight of nine directors; majority of the board is independent .
- Attendance and engagement: In 2024, the board met 9 times; Audit 8, Compensation 5, Nominating & Corporate Governance 4. Each director attended at least 75% of aggregate board and committee meetings; eight of nine directors attended the 2024 Annual Meeting .
- Board leadership: Independent Chair (Scott Hill); regular executive sessions of independent directors .
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 38,600 | 150,000 (RSUs; grant-date fair value under ASC 718) | 188,600 |
| Non-Employee Director Compensation Policy (Amended Apr 2024) | Amount/Terms |
|---|---|
| General annual cash retainer | $35,000 |
| Board Chair additional retainer | $42,500 |
| Committee member retainer | Audit $10,000; Compensation $6,000; Nominating & Corporate Governance $4,000 |
| Committee chair retainer | Audit $20,000; Compensation $12,000; Nominating & Corporate Governance $8,000 (in lieu of member retainer) |
| Initial RSU grant | $300,000 grant-date FV; vests in 12 equal quarterly installments |
| Annual refresher RSU grant | $150,000 grant-date FV; vests in 4 equal quarterly installments (or earlier if next annual meeting) |
| Retainer RSU election | Directors may elect to receive the general annual cash retainer in RSUs; vests quarterly |
| Change-in-control | All director RSUs vest in full upon change in control (single-trigger acceleration) |
| Fund-affiliated director exclusion | Through 2026 AGM, certain fund-affiliated directors are ineligible for cash retainer or refresher RSUs |
- RSUs held at 12/31/2024: 12,480 units for Dr. Burnette .
Performance Compensation
| Performance-linked metric | Disclosure |
|---|---|
| Director pay metrics (e.g., TSR, EBITDA, ESG targets) | None disclosed; director equity is time-based RSUs without performance metrics |
| Clawback policy oversight | Compensation Committee oversees compliance with clawback policy (no director-specific triggers disclosed) |
Other Directorships & Interlocks
- Public company boards: No public company directorships disclosed for Dr. Burnette in the proxy biography .
- Committee roles at other public companies: Not disclosed .
Expertise & Qualifications
- Engineering and administrative academic training; Ed.D. from University of Pennsylvania; Harvard MDP, reflecting seasoned institutional leadership experience .
- Governance/ESG oversight experience via nominating & corporate governance committee responsibilities (board composition, conflicts review, ESG oversight including DEI) .
- Community leadership across Austin institutions demonstrates stakeholder engagement credentials .
Equity Ownership
| As of | Shares Beneficially Owned | Percent of Outstanding | Breakdown |
|---|---|---|---|
| Apr 15, 2025 | 57,605 | <1% (“*” per proxy) | 51,365 shares held directly; 6,240 RSUs vesting within 60 days |
- Directors’ and officers’ group holdings and RSU/option context provided for comparative alignment .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Quantity | Post-Transaction Ownership | SEC Filing |
|---|---|---|---|---|---|
| 2025-06-12 | 2025-06-10 | A – Award/Grant (RSUs) | 34,169 | 91,774 | https://www.sec.gov/Archives/edgar/data/1625641/000162564125000107/0001625641-25-000107-index.htm |
| 2024-06-13 | 2024-06-13 | A – Award/Grant (RSUs) | 24,958 | 57,605 | https://www.sec.gov/Archives/edgar/data/1625641/000162564124000092/0001625641-24-000092-index.htm |
Governance Assessment
- Independence and committee role: Independent director with service on the Nominating & Corporate Governance Committee; committee’s remit includes board evaluations, conflicts review, ESG oversight, and succession, supporting board effectiveness .
- Engagement: Meets attendance threshold; board and committee cadence indicates active governance; independent chair and executive sessions bolster oversight quality .
- Ownership alignment: Modest beneficial ownership (<1%); time-based RSUs provide continuing alignment, with option to convert cash retainer to equity, though not a performance-based structure .
- Compensation structure: Balanced cash ($38,600) and equity ($150,000) for 2024; policy allows single-trigger RSU acceleration upon change-in-control, which can be shareholder-unfriendly relative to double-trigger standards and warrants monitoring in M&A scenarios .
- Conflicts/related-party exposure: No related-party transactions disclosed for Dr. Burnette; related-party employment noted for a different director’s family member (Rohit Srinivasan), but not involving Dr. Burnette .
- RED FLAGS: None specific to Dr. Burnette identified in the proxy; note single-trigger equity acceleration for directors in change-of-control as a potential alignment concern in transactional contexts .