Laila S. Partridge
About Laila S. Partridge
Independent director since August 2023; currently Chair of the Compensation Committee and a member of the Audit Committee and Nominating & Corporate Governance Committee. Age 60; Class III director with term expiring in 2026. Background spans 30+ years in technology, corporate innovation, and finance; founder/CEO of The HardTech Project; prior roles include Managing Director of STANLEY + Techstars Accelerator, Director of Strategic Investments at Intel Capital, and VP Corporate Banking at Wells Fargo. Education: BA with honors from Wellesley College.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| STANLEY +Techstars Accelerator | Managing Director | Not disclosed | Led global effort to identify/invest in industrial technologies (electrification, sustainability, advanced manufacturing) |
| Intel Capital | Director of Strategic Investments | Not disclosed | Early-stage strategic investments during formative years of Intel Capital |
| Wells Fargo | VP, Corporate Banking | Not disclosed | Led complex corporate finance transactions for senior secured debt agencies in the Midwest |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The HardTech Project | Founder & CEO | Current | Addresses funding gap for early-stage hardware start-ups |
| Cambridge Bancorp (NASDAQ: CATC) | Director | Until July 2024 | Audit Committee; Compensation Committee |
Board Governance
- Committees: Compensation (Chair); Audit (Member); Nominating & Corporate Governance (Member). Audit Committee independent, chaired by Ronald Bucchi (designated audit committee financial expert). NCGC chaired by Thomas Connelly.
- Independence: The Board determined Partridge is independent under NASDAQ and Exchange Act rules (Dec 2024/Feb 2025 reviews). No family relationships.
- Attendance: In 2024, Board met 5 times; all directors attended over 75% of Board and committee meetings for which they served; all directors attended the 2024 annual meeting. Compensation Committee held 4 meetings; NCGC held 3 meetings.
- Director class/tenure: Class III; term expires 2026; serving as director since August 2023.
- Compensation Committee process: Uses independent consultant (Meridian) for executive and outside director compensation benchmarking; considered say‑on‑pay feedback and peer group calibration for 2025. No interlocks or insider participation reported.
Fixed Compensation
| Component (2024 actual) | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $30,000 |
| Stock awards (grant-date fair value) | $57,413 |
| Option awards (grant-date fair value) | $232,222 |
| Total | $319,635 |
- 2024 Director Compensation Schedule (adopted June 18, 2024): Compensation Committee Chair retainer $37,500 cash; 17,241 RSUs with 2,881 vesting at grant and remaining in 10 quarterly installments of 1,436; 90,000 NQ options with 45,000 vesting at grant and 7,500 monthly over 6 months; “Other Directors” retainer $30,000 with the same RSU/option structures. 2025 director compensation not yet determined.
Performance Compensation
| Grant | Instrument | Quantity/Exercise | Grant Date | Vesting | Valuation (FV) |
|---|---|---|---|---|---|
| Annual director equity | RSUs | 17,241 | Jun 18, 2024 | 2,881 on grant; then 1,436 quarterly x10 starting Jul 1, 2024 | $57,413 (ASC 718) |
| Annual director equity | Stock options (NQ) | 90,000 @ $5.00 | Jun 18, 2024 | 45,000 on grant; then 7,500 monthly x6 starting Jul 1, 2024 | $232,222 (ASC 718) |
- Incentive design: Director equity appears time‑based (no performance metrics disclosed for director awards). Company maintains a Nasdaq‑compliant clawback policy for incentive compensation. Change in control: all director options and RSUs become fully vested/exercisable immediately prior to a change in control.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks |
|---|---|---|---|
| Cambridge Bancorp (CATC) | Director (until Jul 2024) | Audit; Compensation | Company discloses no compensation committee interlocks; Partridge not an officer/employee during 2024. |
Expertise & Qualifications
- Domains: Telecommunications, internet infrastructure, AI, IoT, corporate innovation, venture investing, and corporate finance. Founder-operator and investor track record; recognized among “2017 Women to Watch in Science and Technology” by Boston Business Journal. BA with honors, Wellesley College.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Options/Warrants Included in Beneficial Ownership |
|---|---|---|---|
| Laila S. Partridge | 155,146 | <1% (“*” as disclosed) | 131,667 (exercisable within 60 days) |
- Shares outstanding at record date: 124,604,522.
- Stock ownership/retention guidelines: The company maintains no stock ownership and retention guidelines for executive officers and directors.
- Section 16 compliance: Company reports compliance by directors/officers, with two late Form 3s noted for other directors (not Partridge).
Governance Assessment
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Positives
- Independent director; Chair of Compensation Committee with cross‑committee service (Audit, NCGC), supporting board effectiveness and oversight depth.
- Active committee cadence (Comp: 4 meetings; NCGC: 3; Board: 5) and attendance above 75%; full attendance at 2024 annual meeting.
- Use of independent compensation consultant (Meridian) for benchmarking and governance calibration; no compensation committee interlocks disclosed.
- Clawback policy in place; clear equity vesting disclosures; audit committee independence affirmed with designated financial expert on the committee (Bucchi).
-
Watch items
- No director/executive stock ownership guidelines—potential alignment gap versus best practice; consider monitoring ownership accumulation over time.
- Director equity accelerates on change in control; while common, automatic acceleration can weaken long‑term alignment if not balanced by robust ownership expectations.
-
Conflicts/related‑party exposure
- Company discloses no Item 404 related‑party transactions for Partridge; board has an Audit Committee‑overseen related‑party policy.
-
Overall: Partridge’s independence, committee leadership, and relevant operating/investing experience are supportive of governance quality. Absence of stock ownership guidelines and COC acceleration merit monitoring from an alignment perspective, especially given the company’s emphasis on equity in director pay.