Michele Leonhart
About Michele M. Leonhart
Former Administrator of the U.S. Drug Enforcement Administration (DEA); independent Class I director at 908 Devices Inc. (MASS) since June 25, 2024; age 69 as of April 28, 2025. She led a $2.4B agency with 9,000 employees across 227 domestic and 86 foreign offices; B.S. in Criminal Justice (Bemidji State University) and attended Boston University’s Leadership Institute; recipient of the Presidential Distinguished Rank Award and two Presidential Rank Awards for Meritorious Service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Drug Enforcement Administration (DEA) | Administrator (Senate-confirmed) | 2010–2015 | Led $2.4B agency; oversight of enforcement, intelligence, laboratory, administrative, regulatory operations; 9,000 employees; 227 U.S. offices and 86 foreign offices . |
| U.S. Drug Enforcement Administration (DEA) | Acting Administrator | 2007–2010 | Senior agency leadership . |
| U.S. Drug Enforcement Administration (DEA) | Deputy Administrator (nominated by President Bush) | 2003–2007 | Agency-wide operational leadership . |
| U.S. Drug Enforcement Administration (DEA), Los Angeles Field Division | Special Agent in Charge | 1998–2003 | Led major-field division operations . |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| D.A.R.E. America/D.A.R.E. International | Chair, Board of Directors | Non-profit; current . |
| DEA Educational Foundation | Chair, Board of Directors | Non-profit; current . |
| DEA Survivor Benefit Fund | Board Member | Non-profit; current . |
| Foundation for Drug Policy Solutions | Leadership Council Member | Non-profit; current . |
| International Association of Chiefs of Police (IACP) | Member, Narcotics & Dangerous Drugs Committee | Not-for-profit; current . |
Board Governance
- Status and tenure: Independent Class I director; term expires at the 2027 annual meeting; joined the board June 25, 2024 .
- Committee assignments: Not listed on Audit, Compensation, or Nominating & Corporate Governance committees for FY2024 (Audit: Eloi/Chair, Crandell, Spoto; Compensation: George/Chair, Crandell, Eisenberg; Nominating & CG: Spoto/Chair, Crandell, Hrusovsky) .
- Independence: Board determined all directors except the CEO are independent under Nasdaq and SEC rules (includes Leonhart) .
- Attendance: Board met 10 times in 2024; each director attended ≥75% of aggregate board/committee meetings for which they were eligible; Mr. Hunt recused from certain meetings due to a Repligen transaction conflict (no such recusal disclosed for Leonhart) .
- Executive sessions and leadership: Chair separate from CEO; board risk oversight through committees; Audit oversees cybersecurity risk reporting quarterly .
Fixed Compensation
| Component | Policy / Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $40,000 | Member retainer; Chair receives an additional $40,000 . |
| Committee Retainers | Audit: $10,000 member / $20,000 chair; Compensation: $10,000 member / $20,000 chair; Nominating & CG: $7,500 member / $15,000 chair | Annual; paid quarterly; chair fee in lieu of member fee (except board chair which is additive) . |
| 2024 Cash Paid to Leonhart | $20,659 | Pro-rated for partial year (appointed 6/25/2024) . |
Performance Compensation
| Equity Type | Grant Date | Shares/Value | Vesting & Terms |
|---|---|---|---|
| Initial RSU Award | 6/25/2024 | 19,456 RSUs ($100,004 grant-date fair value) | RSUs vest annually over 3 years from director commencement; pro rata vesting upon service termination; each RSU = 1 share (3)(4) . |
| Initial Stock Option (NQSO) | 6/25/2024 | 26,810 options ($100,004 grant-date fair value) | Options vest monthly over 3 years; 10-year term; exercise price = closing price on grant date (6)(7) . |
| Annual Director Equity (policy) | On/around annual meeting | $135,000 (50% RSUs / 50% NQSOs) | RSUs vest at next annual meeting (or 1-year anniversary); options vest monthly over 1 year; initial award within 90 days of annual meeting typically replaces annual award that year . |
No director performance metrics disclosed (equity awards are time-based for directors; performance metrics apply to executives, not directors) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed for Leonhart . |
Expertise & Qualifications
- Federal law enforcement leadership; oversaw complex regulatory and operational functions at DEA; recognized with Presidential awards .
- Board’s stated rationale: financial and operational expertise; extensive experience in Federal government and drug enforcement .
- Education: B.S. Criminal Justice (Bemidji State); Boston University Leadership Institute .
Equity Ownership
| Measure | As of | Amount |
|---|---|---|
| Total Beneficial Ownership (shares) | 4/17/2025 | 8,192 (issuable within 60 days via options/RSUs); <1% of outstanding (13). |
| Outstanding RSUs | 12/31/2024 | 19,456 RSUs (4). |
| Outstanding Options | 12/31/2024 | 26,810 options (7). |
| Shares Outstanding (context) | 4/17/2025 | 35,739,753 shares . |
Policy alignment
- Ownership guidelines: Non-employee directors expected to own company stock equal to ≥3x the annual cash retainer; counts direct shares and unvested time-based RS/RSUs; excludes options and unearned performance awards. Compliance status by director not disclosed .
- Hedging/pledging: Prohibited; short sales and derivatives banned; no waivers granted to date .
- Insider trading plans: Permitted under Rule 10b5-1 subject to policy compliance .
Governance Assessment
- Strengths
- Independent director with high-stakes regulatory leadership background; potentially valuable for oversight of government, compliance, and law-enforcement customer segments .
- Strong alignment mechanisms: significant equity in initial director grant; stock ownership policy (3x retainer); hedging/pledging prohibitions .
- Boardwide attendance ≥75% and robust conflicts management (e.g., separate recusal by another director in 2024) support governance discipline; no red flags disclosed for Leonhart .
- Watch items
- No committee assignment yet limits direct influence on audit, compensation, or nominating processes; reassess if/when she joins a committee .
- Beneficial ownership currently modest (<1%) given recent appointment; monitor progress toward ownership guideline over time .
- Conflicts/related-party transactions
- None disclosed involving Leonhart; company policy requires Audit Committee review/approval of any related-person transactions; proxy reports none over $120,000 since Jan 1, 2024 .
- Compensation and incentives (director)
- Mix tilted toward equity with time-based vesting; no performance-linked director equity; initial award of ~$200k split RSU/NQSO; pro-rata cash retainer in 2024 .
- Shareholder input
- As an “emerging growth company,” MASS is not required to conduct say‑on‑pay votes yet; no pay-versus-performance disclosure required to date .
RED FLAGS: None identified specific to Leonhart based on current disclosures (no related-party dealings, no hedging/pledging, independence affirmed, attendance standard met) .