Joshua E. Schechter
About Joshua E. Schechter
Independent director at Lifecore Biomedical since October 2020; age 52 as of the 2025 proxy record date. He is a private investor and public company director with an MPA in Professional Accounting and a BBA from The University of Texas at Austin. Current external board service includes Pursuit Attractions and Hospitality, Inc. (NYSE: PRSU; formerly Viad Corp) since 2015.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Steel Partners Ltd. | Managing Director | 2001–2013 | Co-President, Steel Partners Japan Asset Management LP (2008–2013) |
| Support.com (Nasdaq: SPRT) | Chairman of the Board | 2016–2021 | Led board during company transition |
| SunWorks (Nasdaq: SUNW) | Chairman of the Board | 2018–2020 | Governance leadership during solar operations focus |
| Bed Bath & Beyond (Nasdaq: BBBY) | Director; Chair of Audit Committee | 2019–2023 | Chaired audit oversight during restructuring period |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Pursuit Attractions & Hospitality (NYSE: PRSU; formerly Viad Corp) | Director | 2015–present | Global attractions and hospitality company |
Board Governance
- Committee assignments (FY2025):
- Audit Committee member; Board determined he meets SEC/Nasdaq independence and “audit committee financial expert” criteria; Audit Committee held 11 meetings in FY2025.
- Nominating & Corporate Governance Committee Chair; committee held 4 meetings in FY2025; independence affirmed.
- Prior committee leadership: Compensation Committee Chair in FY2024; committee held 4 meetings.
- Board meetings: The Board held 17 meetings in FY2025; each director attended at least 75% of Board and applicable committee meetings; all current directors attended the 2024 annual meeting.
- Executive sessions: Independent directors meet at each board meeting and at least twice per year; non-executive Chair (Katrina Houde) presides over executive sessions.
- Related-party oversight: Audit Committee administers the Related Party Transaction Policy; a special committee (Houde, Antunes, Johnson, Schechter) addresses certain litigation and related-party matters.
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual retainer (non-employee director) | $50,000 | Standard cash retainer |
| Committee membership retainers | Audit: $10,000; Compensation: $10,000; Nominating & Corporate Governance: $5,000 | Chairs receive in lieu: Audit $20,000; Compensation $20,000; Nominating & Corporate Governance $10,000 |
| Chair of the Board retainer | $95,000 | For non-executive Chair (not Schechter) |
| Special committee fees | $1,000 per meeting ($1,500 for chair) through Aug 15, 2024; then $6,250 per quarter from Nov 1, 2024 while active | Applies to members incl. Schechter |
| Director-specific cash/equity (FY2025) | Fee Earned or Paid in Cash ($) | Stock Awards ($) | Other | Total ($) |
|---|---|---|---|---|
| Joshua E. Schechter | $93,369 | $150,000 | — | $243,369 |
Performance Compensation
- Annual director equity grants are fixed-value RSUs; no options outstanding for directors as of May 25, 2025.
- RSU grant details:
- July 8, 2024: RSUs covering 30,000 shares granted to non-employee directors (incl. Schechter); vest on earlier of July 8, 2025 or 2025 annual meeting date (not less than 50 weeks from grant).
- As of May 25, 2025: Schechter had 30,000 outstanding and unvested RSUs.
| RSU Grant Details (Director) | Grant Date | Shares Granted | Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU (Schechter) | 2024-07-08 | 30,000 | $150,000 | Earlier of 2025-07-08 or 2025 annual meeting (≥50 weeks) |
| Outstanding as of FY2025 YE | — | 30,000 | — | Unvested at 2025-05-25 |
Performance metrics (executive program; directors not subject to these):
| Metric | Usage | Notes |
|---|---|---|
| Adjusted EBITDA | Primary metric for 2025 Bonus Plan | Capped at 200% of target; reconciled to GAAP net income |
| PSUs | 5-year performance period | Emphasis on long-term performance alignment |
| RSUs | 3-year vesting for executives | Long-term retention |
| Clawback | Enhanced recoupment policy (Rule 10D-1/Nasdaq compliant) | Adopted Nov 30, 2023; applies to incentive comp on/after Oct 2, 2023 |
Other Directorships & Interlocks
| Entity | Position | Overlap/Interlock |
|---|---|---|
| Wynnefield Capital affiliates (5% holder) | Nelson Obus, Director | Board and major holder interlock |
| Legion Partners affiliates (5% holder) | Christopher S. Kiper, Series A Preferred Director | Board and major holder interlock |
| 22NW (5% holder; litigation) | Former director Nathaniel Calloway | Ongoing legal proceedings with 22NW; board responded via Special Meeting on 4/10/2025 to remove exchange limit cap |
Expertise & Qualifications
- Financial literacy and “audit committee financial expert” designation; independence affirmed for committee service.
- Corporate governance, capital markets, and M&A/transaction experience across multiple industries.
- Prior leadership as Compensation Committee Chair (FY2024), indicating depth in pay governance.
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Common | Series A Preferred | % of Series A | Combined Voting Power |
|---|---|---|---|---|---|
| Joshua E. Schechter | 89,667 | * | — | — | * |
- Ownership guidelines: Non-employee directors must hold common stock valued at ≥3x annual director cash retainer; all non-employee directors serving ≥5 years were in compliance as of May 25, 2025. Newly elected directors have five years to comply; 50% of net shares from vesting must be retained until compliance.
- Hedging/pledging: Company policies prohibit hedging and pledging; combined with clawback and ownership guidelines to mitigate compensation risk.
Insider Transactions (Form 4)
| Filing Date | Transaction Date | Type | Security | Shares | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2025-07-17 | 2025-07-15 | A (Award/settlement) | Common Stock | 19,506 | 107,173 | https://www.sec.gov/Archives/edgar/data/1005286/000100528625000088/0001005286-25-000088-index.htm |
| 2024-07-10 | 2024-07-08 | A (Award) | Common Stock | 30,000 | 87,667 | https://www.sec.gov/Archives/edgar/data/1005286/000162828024031624/0001628280-24-031624-index.htm |
| 2024-02-02 | 2024-02-01 | M (Exempt) | Common Stock | 9,554 | 57,667 | https://www.sec.gov/Archives/edgar/data/1005286/000162828024003144/0001628280-24-003144-index.htm |
| 2024-02-02 | 2024-02-01 | M (Exempt) | RSUs (disposition upon settlement) | 9,554 | — | https://www.sec.gov/Archives/edgar/data/1005286/000162828024003144/0001628280-24-003144-index.htm |
Governance Assessment
-
Strengths:
- Independent status with robust committee roles; designated “audit committee financial expert”; chaired Nominating & Corporate Governance in FY2025; prior Compensation Chair in FY2024.
- High engagement: Audit (11), Nominating (4), Board (17) meetings in FY2025; each director ≥75% attendance; directors attended 2024 annual meeting.
- Ownership alignment: Fixed-value RSUs ($150k) with annual vesting; compliance with 3x retainer ownership guideline for directors ≥5 years.
- Controls and accountability: Clawback policy; executive sessions led by independent Chair; audit-administered related-party oversight; special committee addressing litigation/related-party matters.
-
Watch items / potential red flags:
- Investor interlocks: Board seats held by principals or affiliates of major holders (Wynnefield, Legion) increase related-party sensitivity; mitigated by Audit Committee oversight and Special Committee structure.
- Ongoing litigation with 22NW could pose distraction and governance pressure; company has taken actions (Special Meeting 4/10/2025 to remove exchange limit cap) but case remains active.
- Director equity is time-based RSUs (no performance conditions), consistent with market practice but offers limited pay-for-performance leverage at the director level.
Overall, Schechter’s governance profile reflects strong committee leadership, independence, and financial expertise, with notable engagement and alignment. Monitoring investor interlocks and litigation developments remains important for assessing board effectiveness and potential conflicts.