Steven Felsher
About Steven Felsher
Independent director since November 2021; age 75. Former vice chairman and CFO of Grey Global Group (1979–2007), senior advisor at Quadrangle Group (2011–2019), and public-company director at SITO Mobile (2018–2020) and Signal Hill Acquisition Corp. (2021–2023). Education: BA (Classical Greek) from Dickinson College; JD from Yale Law School. Designated by the board as an Audit Committee financial expert and serves as Audit Chair, signaling strong governance credentials in finance and oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grey Global Group Inc. | Vice Chairman & CFO | 1979–2007 | Senior executive overseeing finance, governance, capital allocation |
| Quadrangle Group LLC | Senior Advisor | 2011–2019 | Advised ICT-focused private investment firm |
| SITO Mobile, Inc. | Director | Aug 2018–Jul 2020 | Public company board experience |
| Signal Hill Acquisition Corp. | Director | Mar 2021–Feb 2023 | SPAC board governance |
External Roles
| Organization | Role | Status |
|---|---|---|
| SITO Mobile, Inc. | Director | Prior (ended 2020) |
| Signal Hill Acquisition Corp. | Director | Prior (ended 2023) |
Board Governance
- Independence: Determined independent under Nasdaq rules; board committees (Audit, Compensation, Nominating & Governance) are fully independent .
- Committees and Chair roles:
- Audit Committee Chair; designated Audit Committee financial expert .
- Compensation Committee Member .
- Nominating & Governance Committee Member .
- Attendance: Each director attended at least 75% of board and committee meetings in FY2024; Board met twice; Audit met four times; Nominating met once; Compensation met zero times, indicating heavier audit oversight activity .
- Hedging/short sales: Officers and directors prohibited from short sales under company policy .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual director retainer (cash or equity per election) | $25,000 | Paid quarterly; can elect cash, options, or shares |
| Committee chair fee | $5,000 | Audit Chair; paid quarterly; form elected by director |
Performance Compensation
| Award Type | FY2024 Grant-Date Fair Value | Structure | Vesting/Performance Metrics |
|---|---|---|---|
| Stock awards (quarterly service equity) | $4,377 | Director Plan; director may elect options or shares | No performance metrics disclosed; service-based equity accrual |
| Option awards | $36,312 | Director Plan awards under 2017 Plan | No performance metrics disclosed; director equity awards vest based on service (initial director grants vest over 3 years) |
The Director Plan provides an annual service equity award of $100,000 paid quarterly; share counts are calculated using a minimum price of $10.00, but accounting fair values reflect actual market price at grant, explaining differences between plan amounts and reported fair value .
Other Directorships & Interlocks
- Current public company boards: None disclosed .
- Prior public boards: SITO Mobile (2018–2020), Signal Hill Acquisition Corp. (2021–2023) .
- Interlocks/related parties: No related-party transactions disclosed involving Mr. Felsher; notable related-party affiliations exist for other insiders (e.g., Manchester Explorer/management) but not tied to Felsher .
Expertise & Qualifications
- Financial oversight: Audit Chair; designated audit committee financial expert (SEC Item 407(d)(5)) .
- Executive experience: Decades in finance, administration, governance; global marketing services CFO .
- Legal training: JD, Yale Law School, enhancing governance/compliance perspective .
Equity Ownership
| Holder | Beneficial Shares | Shares Issuable on Exercise (60-day window) | Percent of Class |
|---|---|---|---|
| Steven Felsher (Record Date: Jan 17, 2025) | 128,427 | 120,584 | <1% (*) |
- Outstanding director options (as of March 31, 2024): 98,084 options held by Mr. Felsher (non-employee director count) .
- Pledging: No pledging disclosed; company prohibits short sales by officers/directors .
Governance Assessment
- Strengths:
- Audit Committee leadership and “financial expert” designation point to robust financial reporting oversight; Audit met four times vs. two for the board, indicating active engagement .
- Independent status across committees supports board effectiveness and mitigates conflicts .
- Equity-heavy compensation election in FY2024 (no cash fees, modest stock/option fair value reported) suggests alignment with shareholders amid capital constraints .
- Watch items:
- Company-level going concern risk and expected future dilution may pressure board oversight, capital allocation, and equity award practices; as Audit Chair, Felsher’s risk oversight is critical .
- Broader related-party dynamics (e.g., Manchester Explorer and insiders) warrant continued monitoring; no Felsher-specific exposures disclosed .
- Red flags: None disclosed specific to Felsher (no legal proceedings, no related-party transactions, Section 16 compliance noted) .
Overall: Felsher’s profile (audit leadership, financial expertise, prior public board experience) supports investor confidence in financial governance. Continued vigilance is prudent given company liquidity/dilution dynamics, but no direct conflicts tied to Felsher are disclosed .