Margaret Chu
About Margaret Chu
Margaret Chu, age 49, has served as an independent director of MultiSensor AI Holdings, Inc. (MSAI) since 2023. She chairs the Audit Committee and serves on the Compensation Committee, and is designated an SEC “audit committee financial expert.” She holds a B.A. from Dartmouth College and an M.B.A. from Harvard Business School, with prior senior finance roles including CFO positions and executive advisory work in media and technology firms .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PaeDae Inc. | Executive Advisor | Jul 2022 – Dec 2023 | Advised advanced media-buying technology platform |
| PaeDae Inc. | Chief Financial Officer | Sep 2022 – Oct 2023 | Led finance; oversight of accounting and corporate development |
| Vox Media, Inc. | Chief Financial Officer | Mar 2020 – Mar 2022 | Senior finance leadership at digital media company |
| Green Pen, LLC | Executive Vice President | Nov 2018 – Feb 2022 | Executive role across finance/corporate functions |
| Momo Holdings, LLC | Director | Dec 2016 – Oct 2018 | Board-level governance; private company |
| FQS Holdings, LLC | Director | Jan 2017 – Oct 2018 | Board oversight; private company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Momomilk, LLC | Board Observer (non-director) | Not disclosed | Observation role; no voting authority |
| Legendary Pictures, Inc. | Board Observer (non-director) | Not disclosed | Observation role; no voting authority |
| Dayton Superior Corporation | Board Observer (non-director) | Not disclosed | Observation role; no voting authority |
| TransDigm Group | Board Observer (non-director) | Not disclosed | Observation role at a public aerospace company; not a director |
Board Governance
- Committee assignments and independence: Chu chairs the Audit Committee and serves on the Compensation Committee; the Board determined she is independent under Nasdaq rules, and she is an audit committee financial expert under Item 407(d)(5) of Regulation S‑K .
- Committee activity and attendance: In FY 2024, both the Audit and Compensation Committees met four times, with each committee member attending at least 75% of meetings; the Nominating & Corporate Governance Committee also met four times with ≥75% attendance by members (Chu is not a member) .
- Board meetings and engagement: The Board met four times in 2024; all incumbent directors attended at least 75% of Board and committee meetings. Executive sessions of independent directors occur regularly and no less than twice per year. Each director attended the most recent Annual Meeting of Stockholders .
- Board leadership and structure: David Gow (independent) serves as Chairman; the CEO position is separate (Interim CEO Stuart V. Flavin III). Corporate Governance Guidelines cover independence, director responsibilities, lead director, access to advisors, frequency of meetings, and service on other boards .
- Election results: Chu was re-elected at the June 4, 2025 Annual Meeting with 12,675,149 votes for, 419,987 withheld, and 5,293,758 broker non-votes (quorum 55.16% of outstanding shares present) .
Committee Assignments (Board-wide)
| Director | Audit Committee | Compensation Committee | Nominating & Corporate Governance |
|---|---|---|---|
| Daniel Friedberg | X | X | |
| Steven Winch | |||
| David Gow | |||
| Reid Ryan | X | Chair | X |
| Stuart V. Flavin III | |||
| Petros Kitsos | X | X | Chair |
| Margaret Chu | Chair | X |
Fixed Compensation
- Structure: Non-employee directors receive $40,000 cash (paid in periodic installments) and RSUs that immediately vest. As of Mar 28, 2025, directors may elect to receive all equity, $20,000 cash + $60,000 equity, or $40,000 cash + $40,000 equity, priced at prior-day close .
- 2024 Compensation for Margaret Chu:
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash | $40,000 | Annual fee earned quarterly |
| Stock awards (RSUs, grant date fair value) | $40,000 | ASC 718 fair value; immediately vesting RSUs |
| All other compensation | $0 | None disclosed |
| Total | $80,000 | Cash + equity |
- No meeting fees or committee chair fees are disclosed; amounts for most directors are uniform, suggesting no incremental chair stipends in 2024 .
Performance Compensation
- No performance-based elements are disclosed for non-employee directors; RSU grants immediately vest and are not tied to revenue, EBITDA, TSR, or ESG metrics .
Other Directorships & Interlocks
| Company | Type | Status | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | Public company directorship | Not applicable | No public board interlocks disclosed in the past five years |
| TransDigm Group | Public company | Board Observer (non-director) | Observation role only; no governance authority; no disclosed business dealings with MSAI |
Expertise & Qualifications
- Financial expertise: Audit Committee financial expert; prior CFO roles at Vox Media and PaeDae; broad experience overseeing finance, accounting, corporate development, and legal .
- Education: B.A. (Dartmouth; Milton Sims Kramer award), M.B.A. (Harvard Business School) .
- Governance skills: Audit chair overseeing financial reporting integrity, auditor independence, risk assessment, and related-party transaction reviews .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Shares beneficially owned (as of Apr 15, 2025) | 18,518 | Includes shares acquirable within 60 days via RSUs/options/warrants, where applicable |
| % of shares outstanding | <1% | Company had 33,337,581 shares outstanding; Chu’s stake is marked “* Less than 1%” |
| Shares outstanding reference | 33,337,581 | As of Apr 15, 2025 |
| Pledging/Hedging | Hedging prohibited | Insider Trading Compliance Policy prohibits hedging transactions in company equity; no pledging disclosure; equity awards are generally non-transferable and may not be pledged under plan terms |
| Ownership guidelines | Not disclosed | No explicit director stock ownership guidelines disclosed in the proxy |
Governance Assessment
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Strengths:
- Independent director with deep finance background; Audit Committee chair and designated financial expert enhance board oversight quality .
- Documented committee activity and Board engagement with ≥75% attendance; executive sessions held regularly, supporting independent oversight .
- Director pay mix includes equity with immediate vesting, allowing alignment; optional all-equity election further supports ownership mindset .
- Hedging is prohibited; audit committee oversees related-party transactions, reducing conflict risk .
-
Watchpoints and potential red flags:
- No disclosed director stock ownership guidelines or minimum holding requirements; immediate vest RSUs may reduce long-term holding incentives versus deferred units .
- Uniform compensation despite committee chair responsibilities; absence of chair fee disclosure may limit incentives tied to committee workload, though not a standard red flag .
- No explicit disclosure on pledging of common stock by directors (policy addresses awards and hedging, not pledging of already-owned shares) .
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Shareholder signals:
- 2025 vote support: Chu received 12.68M “For” votes with limited withholds; equity plan share reserve increase also approved, indicating investor comfort with governance and compensation structures .