Michael Eisenberg
LemonadeAbout Michael Eisenberg
Michael Eisenberg (age 53) is Lead Independent Director at Lemonade, Inc. (LMND), serving on the board since July 2015. He is a Partner at Aleph, an early-stage venture fund he joined in July 2013, and holds a B.A. in Political Science from Yeshiva University. The board has determined him to be independent under NYSE rules; he currently presides over executive sessions of independent directors as Lead Independent Director. He is a technology investor with service as a director at numerous companies, primarily private enterprises .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lemonade, Inc. | Director; Lead Independent Director | 2015–present | Presides over executive sessions; Board leadership liaison |
| Lemonade, Inc. | Compensation Committee Chair | As of 2024–2025 | Oversees executive and director pay; engages independent consultant (Aon HCS) |
| Lemonade, Inc. | Nominating & Corporate Governance Committee Member | As of 2024–2025 | Governance guidelines oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aleph (VC fund) | Partner | Since July 2013 | Early-stage tech investing; board service at several private companies (not individually named) |
Board Governance
- Independence and leadership: Board determined Eisenberg is independent; he serves as Lead Independent Director and presides over executive sessions held at least twice annually .
- Committee assignments (2025 proxy): Compensation (Chair), Nominating & Corporate Governance (Member); not on Audit .
- Committee activity and meeting cadence: Audit Committee met four times in 2024; Compensation Committee acted by unanimous written consent in 2024 .
- Attendance: The board held six meetings in 2024; each director attended at least 75% of board and committee meetings during their service .
- Risk oversight: Audit oversees financial reporting and cybersecurity; Compensation assesses compensation-related risk; Nominating & Governance monitors governance guidelines .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | — | — |
| Stock Awards ($) | — | — |
| Total ($) | — | — |
Eisenberg received no cash fees or stock awards in 2023 and 2024, despite standard director fee and RSU policies in place for other non-employee directors .
Performance Compensation
| Equity Grant Type | Grant Value ($) | Vesting Schedule | Change-in-Control Treatment |
|---|---|---|---|
| Initial RSU (upon board start) | 175,000 | Vests in 3 equal annual installments | Subject to accelerated vesting upon a change in control under the 2020 Plan |
| Annual RSU (post each AGM) | 150,000 | Vests on first anniversary of grant | Subject to accelerated vesting upon a change in control under the 2020 Plan |
Note: Eisenberg had no unvested stock awards outstanding at FY-end 2023 and FY-end 2024 per the proxy tables .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed in LMND proxy |
| Private company boards | Serves on several private company boards (names not specified) |
| Compensation Committee interlocks | None; no LMND executive served on another entity’s board/comp committee with reciprocal ties in 2023 or 2024 |
| Compensation Committee members | 2024: Eisenberg (Chair), Dr. Samer Haj‑Yehia, Mwashuma Nyatta ; 2025: Eisenberg (Chair), Dr. Samer Haj‑Yehia, Maria Angelidis‑Smith |
Expertise & Qualifications
- Venture investing expertise and technology sector experience through Aleph; board service experience across several private companies .
- Governance leadership as Lead Independent Director and Compensation Committee Chair; active in director pay design and oversight with external consultant Aon HCS .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 1,973,413 | As of April 10, 2025; 2.7% of 73,266,170 shares outstanding |
| Direct ownership (shares) | 94,670 | Sole voting/dispositive power |
| Indirect ownership via Aleph entities (shares) | 1,878,743 | Shared voting/dispositive power through Aleph, L.P. (1,708,717) and Aleph‑Aleph, L.P. (170,026) |
| Unvested RSUs outstanding | — | As of 12/31/2024, none |
Insider Trading Compliance Policy prohibits hedging, short sales, derivative transactions, and pledging of LMND securities—mitigating alignment risks (no indication of any pledges) .
Governance Assessment
-
Positive signals:
- Independent director with substantial beneficial ownership (2.7%); alignment further supported by policy prohibiting hedging/pledging .
- Serves as Lead Independent Director, presides over executive sessions, and maintains committee leadership on compensation—indicating high engagement .
- Consistent board/committee attendance (≥75%) and formalized risk oversight across committees; Audit met four times in 2024 .
- Compensation Committee uses independent consultant (Aon HCS); adviser independence affirmed (no conflicts) .
- Shareholder support for pay under Eisenberg’s Compensation Committee leadership: advisory say‑on‑pay approvals in 2023, 2024, and 2025 (For/Against/Abstentions detailed below) .
-
Potential risks and monitoring areas:
- Related‑party exposure via Aleph entities: Eisenberg has shared voting/dispositive power over 1,878,743 shares through Aleph funds; while the board deems him independent and the Audit Committee reviews related person transactions, the fund’s significant stake warrants ongoing oversight for conflicts in strategic decisions or capital allocation .
- Concentration of governance influence: dual role as Lead Independent Director and Compensation Committee Chair can centralize oversight; continued robust executive sessions and committee processes are important safeguards .
Say‑on‑Pay Voting (Context for Compensation Committee oversight)
| Year | Votes For | Votes Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| 2023 | 26,611,887 | 5,744,783 | 123,097 | 14,727,105 |
| 2024 | 24,579,034 | 3,515,102 | 257,137 | 16,246,429 |
| 2025 | 33,871,425 | 1,070,302 | 251,066 | 13,756,885 |
Advisory say‑on‑pay passed each year, indicating shareholder support for compensation frameworks under the committee’s purview .
Director Compensation Policy (for context)
- Cash retainers: Board $20,000 annually; Audit Chair $20,000/Members $7,500; Compensation Chair $10,000/Members $5,000; Nominating Chair $7,500/Members $3,500 (earned quarterly) .
- Equity: Initial RSU $175,000 (3‑year vesting); Annual RSU $150,000 (1‑year vesting); both subject to service and change‑in‑control acceleration under 2020 Plan .
- Notably, Eisenberg recorded $0 cash and $0 equity compensation in 2023 and 2024 .
RED FLAGS
- Shared control of a large shareholder stake through Aleph entities (potential for perceived conflicts in major governance or transaction decisions)—mitigated by Audit Committee related‑party approval policy and independence determinations, but should be actively monitored .
- Concentrated governance roles (Lead Independent Director and Compensation Chair) can pose oversight concentration risk; ensure robust committee processes and periodic leadership reviews .