Debra Schwartz
LemonadeAbout Debra Schwartz
Independent Class III director at Lemonade, Inc. since November 2023; age 46. Currently CFO of H1 (healthcare data technology), with prior CFO roles at Cameo and Bustle Digital Group, and more than a decade as an equity analyst at Goldman Sachs and Credit Suisse. Holds an MBA from Harvard and BA/BS from the University of Pennsylvania. The Board has determined she is independent; she serves on the Audit Committee and chairs the Nominating & Corporate Governance Committee, and is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| H1 | Chief Financial Officer | — | Senior finance leader for healthcare data tech |
| Cameo | Chief Financial Officer | — | Led finance at consumer tech platform |
| Bustle Digital Group | Chief Financial Officer | — | Led finance at digital media business |
| Goldman Sachs | Equity Analyst | More than a decade | Capital markets, sector coverage experience |
| Credit Suisse | Equity Analyst | More than a decade | Capital markets, sector coverage experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| H1 | Chief Financial Officer | Current | No board committee roles disclosed |
Board Governance
- Board class: Class III; term expires at the 2026 annual meeting; Board consists of six members, with staggered three-year terms. Independent directors include Michael Eisenberg, Dr. Samer Haj‑Yehia, Debra Schwartz, and Maria Angelidis‑Smith.
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee Chair; Audit Committee met four times in 2024.
- Financial expert designation: Audit Committee financial expert (Reg S‑K Item 407(d)(5)).
- Attendance: Six Board meetings in 2024; each director attended at least 75% of Board and applicable committee meetings.
- Executive sessions: Non‑management directors meet without management on a regularly scheduled basis, at least twice per year; Lead Independent Director presides.
- Insider trading policy: Prohibits shorting, hedging and pledging of company securities.
Fixed Compensation
| Component (Annual) | Amount ($) | Notes |
|---|---|---|
| Board cash retainer (as disclosed at appointment, 11/21/2023) | 30,000 | Earned quarterly; per 8‑K appointment terms |
| Audit Committee member fee | 7,500 | Earned quarterly |
| Nominating & Corporate Governance Committee Chair fee | 7,500 | Earned quarterly |
| 2024 Cash Fees Earned | 45,000 | Actual cash fees paid in 2024 |
| Current Director Policy – Board retainer | 20,000 | Per latest proxy’s policy description |
| Current Director Policy – Audit Chair | 20,000 | Per latest proxy’s policy description |
| Current Director Policy – Audit member | 7,500 | Per latest proxy’s policy description |
| Current Director Policy – Compensation Chair | 10,000 | Per latest proxy’s policy description |
| Current Director Policy – Compensation member | 5,000 | Per latest proxy’s policy description |
| Current Director Policy – Nominating Chair | 7,500 | Per latest proxy’s policy description |
| Current Director Policy – Nominating member | 3,500 | Per latest proxy’s policy description |
Performance Compensation
| Equity Award | Grant Value ($) | Vesting | Change-in-Control Treatment |
|---|---|---|---|
| Initial RSU (2023) | 175,002 | Vests in three equal annual installments | Accelerated vesting upon change in control under the 2020 Plan |
| Annual RSU (2024) | 150,004 | Vests on first anniversary of grant | Accelerated vesting upon change in control under the 2020 Plan |
| Unvested Stock Awards Outstanding (12/31/2024) | 16,514 | As of year-end 2024 | — |
- No option awards or performance‑metric‑based director pay disclosed; director equity grants are time‑vesting RSUs per policy.
Other Directorships & Interlocks
| Company | Role | Public Company? | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in the proxy. |
- Interlocks/conflicts: 8-K appointment states no arrangements or family relationships; no material interest in any related‑party transaction requiring disclosure.
- Related-party transactions: None involving Debra Schwartz disclosed; Audit Committee oversees related‑party transaction approvals.
Expertise & Qualifications
- CFO experience across technology and media; prior equity analyst experience at Goldman Sachs and Credit Suisse; MBA (Harvard); BA/BS (University of Pennsylvania).
- Audit Committee financial expert designation; financial literacy per NYSE rules.
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 14,300 (includes 5,069 common shares and 9,231 RSUs vesting within 60 days of 4/10/2025) |
| Ownership % of outstanding | <1% (Company notes “*” less than 1%) |
| Options exercisable within 60 days | Not listed for Schwartz in beneficial ownership table |
| Pledged shares | No pledging disclosed; company policy prohibits pledging and hedging for directors/officers/employees |
Governance Assessment
- Strengths: Independent director with deep finance background; Audit Committee financial expert; Chairs Nominating & Governance; consistent attendance; meaningful equity component in director compensation supports alignment.
- Compensation mix & alignment: 2024 director pay was $195,004 total, with $45,000 cash and $150,004 equity, indicating a heavy equity tilt; annual RSU grants and initial grants vest over time, promoting longer-term alignment; equity accelerates on change‑in‑control consistent with typical market practice.
- Shareholder sentiment: 2025 Say‑on‑Pay passed (33,871,425 For vs. 1,070,302 Against); 2024 Say‑on‑Pay also passed, indicating support for compensation practices overseen by independent committees.
- Conflicts/Red flags: No related‑party transactions involving Schwartz; no Section 16(a) delinquencies disclosed for Schwartz in 2024; company prohibits hedging/pledging; no meeting fees; overall governance posture appears shareholder‑friendly.
Note: Committee composition not involving Schwartz—Compensation Committee comprised of Michael Eisenberg (Chair), Dr. Samer Haj‑Yehia, and Maria Angelidis‑Smith; Schwartz is not a member, limiting potential pay‑setting conflicts.