Kathryn Yingling Schellenger
About Kathryn Yingling Schellenger
Kathryn Yingling Schellenger (age 46) was elected as an independent director of Mawson Infrastructure Group Inc. (MIGI) at the October 15, 2025 Annual Meeting; she is a global ethics and compliance executive with deep experience building and leading corporate compliance programs at retail companies . She holds cum laude degrees from Bucknell University and Villanova University School of Law and has served in white-collar defense and investigations roles at two Am Law 100 firms, as an adjunct professor at Franklin & Marshall College, and as a judicial clerk at the U.S. Court of Federal Claims .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Qurate Retail Group (now QVC Group, NASDAQ: QVCGA) | Director, Ethics & Compliance | 2017–2022 | Led ethics/compliance program; oversaw whistleblower hotline and investigations; board reporting |
| Two Am Law 100 firms (Washington, D.C.) | Attorney (white collar defense, investigations, corporate compliance) | Not disclosed | Corporate compliance advisory and investigations |
| Franklin & Marshall College | Adjunct Professor, Business, Organizations and Society | Not disclosed | Academic teaching role |
| U.S. Court of Federal Claims | Judicial Clerk to Hon. Bohdan A. Futey | Immediately post-law school | Federal judicial clerkship |
| Luxury Hospitality (pre-law) | Human Resources | Not disclosed | HR experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tory Burch, LLC (private) | Head of Global Compliance / Senior Counsel | 2022–present | Leads Ethics & Compliance Committee; Chairs Global Health & Safety Committee; serves on Data Privacy Committee; governance, risk, and CSR support |
Board Governance
- Independence: The Board determined Kathryn Yingling Schellenger is independent under NASDAQ rules and meets audit, compensation, nominating/governance, and strategic transactions committee independence standards .
- Committee assignments (post-election): Compensation Committee Chair; directors elected at 2025 Annual Meeting include Schellenger; Board announced committee leadership updates with Schellenger as Chair of Compensation Committee .
- Committee memberships (proxy nominations prior to election for context): Audit, Compensation, Nominating & Corporate Governance, and Strategic Transactions (member) .
- Board/committee activity context: Board met 22 times in 2024; Audit (14), Compensation (12), Nominating & Governance (3); Strategic Transactions created in 2025 (no 2024 meetings) .
- Annual Meeting voting (director elections): Schellenger was elected; vote counts disclosed in 8-K .
Fixed Compensation
Directors receive an annual cash fee and annual RSU grants under the Equity Incentive Plan; 2024 independent director compensation levels are below (MIGI had different directors prior to Schellenger’s election):
| Director (2024) | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Ryan Costello | 147,436 | 354,285 | 501,721 |
| Greg Martin | 125,703 | 125,363 | 251,066 |
| Michael Hughes | 112,500 | 125,363 | 237,863 |
Notes:
- Directors are reimbursed for reasonable documented expenses; independent directors receive equity grants as RSUs; no per-meeting fees disclosed .
- 2025 director compensation levels for Schellenger were not disclosed in the 2025 proxy; equity plan information is provided at the company level .
Performance Compensation
- No performance-based compensation for independent directors is disclosed; director pay comprises cash retainers and RSU grants tied to service, not performance metrics .
Other Directorships & Interlocks
| Company | Role | Public/Private | Committees/Interlocks |
|---|---|---|---|
| Tory Burch, LLC | Head of Global Compliance / Senior Counsel | Private | Internal committees (Ethics & Compliance; Global Health & Safety; Data Privacy) |
No other public company board directorships or interlocks are disclosed for Schellenger in MIGI filings .
Expertise & Qualifications
- Corporate ethics and compliance leadership; program design, risk assessments, internal controls, training, whistleblower hotlines, investigations oversight; and board reporting .
- Legal background in white-collar defense and corporate compliance; academic and judicial clerkship credentials .
- Education: Bucknell University (cum laude) and Villanova University School of Law (cum laude) .
Equity Ownership
| Name | Shares Beneficially Owned | % of Common Stock Outstanding |
|---|---|---|
| Kathryn Yingling Schellenger | — | — |
Notes:
- As of August 21, 2025 (record date; 20,846,102 shares outstanding), the table shows no reported beneficial ownership for Schellenger; footnotes describe methodology for beneficial ownership calculation .
Governance Assessment
-
Strengths:
- Independence affirmed across key committees; strong compliance/governance expertise aligned with Compensation Committee leadership post-election .
- Active board/committee cadence suggests robust oversight; Board met 22 times in 2024; Audit (14), Compensation (12), Nominating & Governance (3) .
- Clawback policy adopted for directors, officers, and employees (accounting restatements) per Section 10D of the Exchange Act .
-
Watch items / red flags:
- No hedging policy: MIGI has not adopted a policy restricting hedging or pledging by directors/officers; adoption may be considered in future—this is misaligned with common governance best practices for ownership alignment .
- Ownership alignment: No beneficial ownership disclosed for Schellenger as of the 2025 record date—monitor future equity grants and open-market purchases to improve alignment .
- Say-on-pay support and sentiment: 2025 advisory vote on NEO compensation received 5,238,715 For; 1,251,992 Against; 56,364 Abstain; 4,164,745 broker non-votes—overall passed, but the significant broker non-votes and Against votes warrant ongoing investor engagement .
- Reverse split proposal: Narrow passage with 5,834,919 For and 4,870,451 Against indicates divided shareholder sentiment on capital structure decisions, increasing the importance of clear board communication .
-
Related party/conflict monitoring:
- No related party transactions involving Schellenger disclosed; the Audit Committee is tasked with oversight of related party transactions, and the company reported winding down legacy related party services linked to a former director/executive (Manning) .
Additional Shareholder Vote Outcomes (2025 Annual Meeting)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Ratify Wolf & Company, P.C. (Auditor) | 9,401,092 | 1,247,319 | 63,405 | — |
| Say-on-Pay (Advisory) | 5,238,715 | 1,251,992 | 56,364 | 4,164,745 |
| Reverse Stock Split Authorization | 5,834,919 | 4,870,451 | 6,446 | 0 |
| Adjournment Authorization | 5,880,849 | 4,778,726 | 52,241 | 0 |
Notes on Committee Charters and Policies
- Compensation Committee: Oversees executive and director compensation, succession planning, equity awards; annually assesses advisor conflicts; post-election Chair—Schellenger .
- Audit Committee: Oversees financial reporting, internal controls, related party transactions policy; independence affirmed; membership updated after election .
- Nominating & Governance: Oversees director selection, training needs, annual board assessment, Corporate Governance Guidelines; Schellenger joins as member .
- Clawback: Company-wide policy (directors/officers/employees) for incentive compensation in the event of accounting restatements .
- Hedging: No hedging policy in place currently .
Engagement and Attendance Context
- Board expects director attendance at annual meetings; all directors serving at the time attended the 2024 annual meeting . Meeting and committee cadence suggests heavy engagement demands; Schellenger’s attendance metrics will be trackable in future filings .
Director Compensation Structure (Qualitative)
- Independent directors receive cash annual retainers and RSU grants (service-based), with reimbursements for documented expenses; no performance-based components disclosed for directors .
Related Party Transactions Oversight
- Audit Committee developed policy and reviews/approves related party transactions; legacy transactions linked to a former director/executive were investigated and are being wound down—no disclosures implicate Schellenger .
Equity Ownership & Skin-in-the-Game
- No beneficial ownership disclosed for Schellenger as of August 21, 2025; stock ownership guidelines for directors not disclosed; hedging policy absent—collectively a governance alignment gap to monitor following her appointment .
Summary Implications for Investors
- Schellenger’s elevation to Compensation Committee Chair positions a compliance-focused leader at the center of pay governance, which may strengthen rigor around advisor conflicts, equity award practices, and succession planning .
- Alignment concerns (no ownership disclosed; no hedging policy) temper confidence until future ownership and guideline disclosures improve; continued monitoring of director equity grants and any open-market purchases is warranted .
- Divided vote on reverse split underscores sensitivity around capital structure; Compensation Committee leadership and board governance should maintain proactive investor engagement to support confidence in pay and strategic decisions .