Karin-Joyce Tjon
LIVEPERSONAbout Karin-Joyce (K.J.) Tjon
Karin‑Joyce (K.J.) Tjon (age 63) is an independent director of LivePerson (LPSN) since November 2024 and currently serves as Audit Committee Chair and a member of the Compensation Committee. She is designated the Board’s “audit committee financial expert” and is a seasoned finance and operations executive with 25+ years in turnarounds, debt/cost restructuring, and operating performance improvement; she holds an MBA from Columbia University and a B.S.S. in Organizational Behavior from Ohio University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alorica, Inc. | Chief Financial Officer | Jul 2018 – May 2020 | Led capital structure strengthening and significant debt restructuring initiatives |
| Scientific Games, Inc. | President & Chief Operating Officer | Feb 2017 – Aug 2017 | Senior operating leadership |
| Epiq Systems, Inc. | EVP & Chief Financial Officer | Jul 2014 – Sep 2016 | Public company CFO; tech-enabled services |
| Hawker Beechcraft, Inc. | Chief Financial Officer | Aug 2011 – May 2014 | Finance leadership amid restructuring environment |
| Alvarez & Marsal | Managing Director | 2002 – 2011 | Business transformation, turnaround management, operating performance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Solidion Technology, Inc. (NASDAQ: STI) | Director | Since 2022 | Public EV technology company |
| Volcon, Inc. (NASDAQ: VLCN) | Director | Since 2021 | Public electric powersports company |
| NPH International | Director | — | Non-profit organization |
| Kaleyra, Inc. | Former Director | Dec 2022 – Nov 2023 | Served until acquisition by Tata Communications |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member .
- Independence: Board determined Ms. Tjon is independent under Nasdaq and SEC rules .
- Financial expert: Identified as the Audit Committee’s “audit committee financial expert” .
- Attendance and engagement: Company disclosed each director met at least 75% attendance for Board/committee meetings in FY2024; independent directors meet in executive session regularly; Board and Audit generally hold executive sessions each regular meeting, Compensation as needed .
- Board leadership: Independent Chair (Jim Miller) .
- Committee composition refresh: Following 2024 annual meeting, Audit membership includes Tjon (Chair), Fletcher, Layfield, Wesemann; Compensation membership includes Pegueros (Chair), Fletcher, Layfield, Tjon .
Fixed Compensation
| Item | Amount / Detail |
|---|---|
| 2024 Fees Earned (cash) – K.J. Tjon | $6,114 |
| Annual cash retainer (non-employee director) | $35,000 (paid quarterly, prorated for partial quarters) |
| Audit Committee Chair fee | $20,000 (annual) |
| Compensation Committee member fee | $7,500 (annual) |
| Meeting fees | Not disclosed; fee schedule is retainer + committee retainers |
Mapping to current roles: As Audit Chair and Compensation Committee member, the role-based annual cash components total $62,500 ($35,000 + $20,000 + $7,500), subject to proration based on service dates and quarterly payments .
Performance Compensation
| Item | LPSN Policy / 2024 Implementation |
|---|---|
| Annual equity for non-employee directors | Target policy: $200,000 in RSUs; in 2024 the share conversion used a minimum price to mitigate dilution, resulting in lower grant-date values . |
| 2024 Stock awards – K.J. Tjon | $68,000 grant-date fair value . |
| Outstanding unvested RSUs at 12/31/2024 – K.J. Tjon | 80,000 RSUs . |
| Vesting | Director RSUs “cliff” vest on the one-year anniversary of grant . |
Other Directorships & Interlocks
| Company | Public/Private | Potential Interlock/Conflict at LPSN |
|---|---|---|
| Solidion Technology (STI) | Public | None disclosed with LPSN (no related-party transactions disclosed) . |
| Volcon (VLCN) | Public | None disclosed with LPSN (no related-party transactions disclosed) . |
| NPH International | Non-profit | None disclosed . |
| Kaleyra (prior) | Public (acquired) | None disclosed . |
- Related-party transactions: Company policy requires Audit Committee pre-approval; none disclosed since start of FY2024 other than a Cooperation Agreement with Vector Capital unrelated to Ms. Tjon .
Expertise & Qualifications
- Turnaround, debt and cost restructuring, business transformation (Alvarez & Marsal; multiple CFO roles) .
- Public company CFO/COO experience; deep operational finance .
- Audit committee financial expertise; designated “financial expert” .
- Education: MBA, Columbia University; B.S.S., Ohio University .
Equity Ownership
| Measure | Detail |
|---|---|
| Beneficial ownership (common) as of May 1, 2025 | 0 shares; <1% of outstanding . |
| Unvested RSUs outstanding (12/31/2024) | 80,000 RSUs . |
| Stock options | No stock options disclosed for Ms. Tjon; only Layfield and Wesemann listed with options . |
| Pledging/Hedging | Company policy prohibits pledging/margin and hedging for directors/officers . |
| Ownership guidelines | Non-employee directors must hold 5x annual cash retainer within 5 years of policy adoption (Apr 2022) or start of service if later; for Ms. Tjon (joined Nov 2024), the 5-year window runs from her start date . |
Governance Assessment
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Strengths
- Independent Audit Chair with turnaround and CFO pedigree; designated audit committee financial expert, bolstering financial oversight during a period of capital structure and listing compliance pressures .
- Robust governance policies: independent Board/committees, executive sessions, formal clawback compliant with SEC/Nasdaq Rule 10D‑1, anti-hedging/pledging, stock ownership guidelines, independent compensation consultant (Compensia) for executive pay .
- Director compensation aligned to equity via RSUs with one-year cliff vest; 2024 grants used a minimum price conversion to mitigate dilution, signaling sensitivity to shareholder dilution .
-
Watch items
- Minimal current beneficial ownership (new director in Nov 2024); monitor progress toward 5x retainer ownership guideline over five-year window .
- Board workload: Ms. Tjon serves on two other public company boards (STI, VLCN) alongside LPSN; monitor overboarding risk in context of Audit Chair responsibilities .
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Context for investor confidence
- 2024 Say‑on‑Pay support exceeded 88%, indicating generally constructive shareholder sentiment on executive pay .
- Board is managing listing and capital structure actions (reverse split authorization, preferred conversion share increase) to maintain Nasdaq compliance and address capital needs; strong audit oversight remains critical .
No director-specific related‑party transactions, loans, or pledging were disclosed; Section 16 compliance issues were not attributed to Ms. Tjon .