Shellye Archambeau
About Shellye Archambeau
Shellye Archambeau, age 62, is an independent director of Lineage, Inc. (LINE). She joined the board of Lineage Logistics Holdings, LLC in April 2024 and became a director of Lineage, Inc. at its IPO in July 2024. Archambeau is the former CEO of MetricStream and holds a B.S. from the Wharton School, with extensive experience across technology, governance, risk and compliance, and digital media. She also serves on the boards of Verizon Communications, Roper Technologies, and Okta, with prior service at Nordstrom and Arbitron.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MetricStream, Inc. | Chief Executive Officer | Dec 2002 – Dec 2017 | Led transformation into GRC leader; governance, risk, compliance expertise |
| Loudcloud, Inc. | Chief Marketing Officer & EVP Sales | Prior to 2002 | Go-to-market leadership |
| NorthPoint Communications Group, Inc. | Chief Marketing Officer | Prior to 2002 | Product and marketing leadership |
| Blockbuster.com | President (e-commerce) | Prior to 2002 | Launched first online presence |
| IBM | Domestic & international executive positions | ~15 years pre-2002 | Global operations and technology |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Verizon Communications Inc. (NYSE: VZ) | Independent Director | Since Nov 2013 | Audit; Corporate Governance & Policy (Chair) |
| Roper Technologies, Inc. (NYSE: ROP) | Independent Director | Since Apr 2018 | Nominating & Governance (Chair); Executive |
| Okta, Inc. (NASDAQ: OKTA) | Independent Director | Since Dec 2018 | Audit (Member); Compensation (Chair); Nominating & Corporate Governance (Member) |
| Nordstrom, Inc. (NYSE: JWN) | Director (former) | Feb 2015 – May 2022 | Board member |
| Arbitron Inc. (acquired by Nielsen) | Director (former) | 2005 – 2013 | Board and audit committee experience |
| Catalyst Inc.; Braven, Inc. | Non-profit Director | Current | Governance focus in non-profits |
Board Governance
- Committee assignments at LINE: Member, Nominating & Corporate Governance Committee; committee met 2 times in 2024; chaired by Co-Executive Chairman Kevin Marchetti (non-independent), with Archambeau as the independent member.
- Independence: The Board determined Archambeau is independent under Nasdaq rules.
- Attendance: The Board held 2 meetings in 2024; all directors then serving attended at least 75% of Board and committee meetings.
- Lead Independent Director: Lynn Wentworth serves as Lead Independent Director, with responsibilities including presiding over executive sessions and agenda approval.
- Controlled Company: Bay Grove affiliates hold >50% voting power; LINE utilizes controlled company exemptions, so Compensation and Nominating & Corporate Governance committees are not fully independent—Compensation is chaired by Co-Executive Chairman Adam Forste. This structure reduces typical minority shareholder governance protections.
- Skills matrix: Archambeau brings technology, risk management, global/international, executive leadership, and finance/accounting experience as reflected in the director skills table.
Fixed Compensation
| Component | 2024 Detail | Evidence |
|---|---|---|
| Annual Board Cash Retainer | $120,000 (post-IPO program) | |
| Committee Chair Retainer | Audit $30,000; Compensation $25,000; Corporate Governance/Nominating $20,000; Investment $25,000; Other $25,000 | |
| Committee Member Retainer (non-chair) | Audit $15,000; Compensation $15,000; Corporate Governance/Nominating $10,000; Investment $10,000; Other $10,000 | |
| Reimbursement cap | Business expenses reimbursed up to $30,000 annually |
| 2024 Director Compensation (Shellye Archambeau) | Amount (USD) | Evidence |
|---|---|---|
| Fees earned or paid in cash | $95,000 | |
| Stock awards (grant-date fair value) | $218,140 | |
| Total | $313,140 |
- IPO director RSUs: Archambeau received 2,632 RSUs granted upon the IPO; these vested in full on April 1, 2025, subject to continued service.
Performance Compensation
- No performance-based director compensation disclosed (director equity is time-vesting RSUs; no PSU metrics for directors).
Other Directorships & Interlocks
- Current public boards: Verizon (Audit; Corporate Governance & Policy Chair), Roper (Nominating & Governance Chair; Executive), Okta (Audit; Compensation Chair; Nominating & Corporate Governance). These roles indicate deep governance expertise and oversight capacity.
- Designation dynamics: Under the Stockholders Agreement, BGLH (Bay Grove) designates six board nominees, including Archambeau, reflecting sponsor influence over board composition.
- No related-party transactions identified for Archambeau in the proxy; distributions to Bay Grove affiliates are noted for Co-Executive Chairmen, not for Archambeau.
Expertise & Qualifications
- Governance, risk, and compliance: Former CEO of MetricStream, with significant ERM, regulatory compliance, audit/vendor management software expertise.
- Technology and digital: Leadership in internet infrastructure, cloud, identity security, e-commerce, and digital media.
- Board leadership: Chairs governance-related committees at Verizon and Roper; chairs Compensation at Okta.
- Education: B.S., Wharton School, University of Pennsylvania.
Equity Ownership
| Item | Detail | Evidence |
|---|---|---|
| RSUs outstanding (12/31/2024) | 2,632 RSUs (unvested at year-end; IPO RSUs vested on 4/1/2025) | |
| Stock ownership guidelines | Non-employee directors must own ≥5x annual cash retainer; compliance required by July 24, 2029 or within 5 years of appointment. | |
| Hedging/pledging policy | Directors prohibited from hedging and pledging company stock; restrictions on speculative trading, margin purchases, and derivatives. |
Governance Assessment
- Strengths: Independent status; strong multi-industry governance credentials; service on LINE’s Nominating & Corporate Governance Committee; formal stock ownership guidelines and clawback policy support alignment and accountability; Board maintains executive sessions and a Lead Independent Director structure.
- Concerns/RED FLAGS: Controlled company status means Compensation and Nominating & Corporate Governance committees are not fully independent (Compensation chaired by a Co-Executive Chairman), creating potential pay-setting and nomination process conflicts; Archambeau is among directors designated by BGLH (sponsor influence). These structures may reduce minority shareholder safeguards.
- Engagement: Board met 2 times in 2024 with ≥75% attendance from all directors; Nominating & Corporate Governance met 2 times, indicating ongoing committee activity.
- Director pay mix: Balanced cash/equity with time-vesting RSUs; no performance-based director equity reduces pay-for-performance tension but aligns via ownership and vesting.
- External load: Multiple concurrent public board roles (Verizon, Roper, Okta) increase governance experience but may warrant monitoring for time demands; current disclosures do not indicate attendance or engagement issues at LINE.
Overall: Archambeau enhances board effectiveness through deep governance and technology expertise and independent oversight. The primary governance risk arises from LINE’s controlled company exemptions and sponsor designation rights, not from Archambeau’s individual profile. Continued monitoring of committee independence, director ownership compliance, and any related-party transactions is warranted.