Cecilia Lenk

About Cecilia Lenk

Cecilia Lenk, age 70, has served on Netcapital Inc.’s board since July 2017; she was CEO of Netcapital Inc. from July 2017 to January 2023 and is currently CEO of Netcapital Advisors Inc., a wholly owned subsidiary . She holds a Ph.D. in Biology from Harvard University and a B.A. in Geography and Environmental Engineering from Johns Hopkins University, with career experience in technology and healthcare, including VP of Technology and Digital Design at Decision Resources Inc. and founding a technology firm with a patented online research platform . She previously served as a town councilor in Watertown, MA and on multiple non‑profit boards, including Johns Hopkins Engineering Alumni (Chair) and the Alumni Advisory Board for the Hopkins School of Engineering . Her board tenure at NCPL is 8+ years through 2025 .

Past Roles

External Roles

Board Governance

• Independence: NCPL identifies independent directors as Avi Liss, Arnold Scott, and Steven Geary; Lenk is not deemed independent under Nasdaq rules given her executive role at a subsidiary .
• Committees: Audit (Geary, Chair; Liss; Scott), Compensation (Liss, Chair; Scott; Geary), Nominating & Corporate Governance (Scott, Chair; Liss; Geary). Lenk is not listed on any board committee .
• Meetings and attendance: Board held 0 meetings, acting by written consent 19 times in FY2025; Audit Committee met 4 times (plus 2 written consents), Compensation Committee met 0 times (1 written consent), Nominating & Governance met 0 times (1 written consent). No meeting fees paid .
• Re-election votes (2025): Lenk received 581,723 “For,” 1,421,439 “Withhold,” and 693,540 broker non-votes (plurality standard) .
• Shareholder sentiment (2025): Shareholders did not ratify auditor, did not approve Say-on-Pay, did not approve equity plan amendments, did not authorize reincorporation or adjournment .

Fixed Compensation

Notes:

• Director program instituted Feb 9, 2022; equity-based, no cash retainer; independent directors granted options in 2023 (not applicable to Lenk) .
• Lenk’s subsidiary CEO employment agreement term ended Jun 23, 2025; non-compete and non-solicit provisions disclosed (see Employment & Contracts) .

Performance Compensation

No disclosed director performance metrics (e.g., revenue, EBITDA, TSR) tied to Lenk’s board compensation .

Other Directorships & Interlocks

Expertise & Qualifications

• Ph.D. Biology (Harvard) and B.A. Geography & Environmental Engineering (Johns Hopkins) .
• Technology and healthcare product development, digital design, and large-scale project leadership .
• Public-sector governance as town councilor; non-profit leadership .

Equity Ownership

Governance Assessment

• Independence and committee roles: Lenk is not independent and is not a member of Audit, Compensation, or Nominating/Governance committees; this limits direct influence on key governance levers and may raise perceptions of management influence on the board .
• Shareholder signals: Extremely high withhold votes against Lenk (1.42M withhold vs 0.58M for) alongside failed Say-on-Pay and auditor ratification indicate significant investor dissatisfaction and governance concerns in 2025 .
• Related-party exposure: Multiple overlaps where NCPL has investments or loans and Lenk has leadership roles (KingsCrowd, Deuce Drone, 6A Aviation), with impairments and reserves recorded; these are potential conflict-of-interest red flags requiring strong oversight and clear recusal practices .
• Board process: 0 formal board meetings with reliance on written consents in FY2025 and minimal committee activity can be viewed as weak board engagement/oversight; investors may prefer more robust meeting cadence and disclosures .
• Director pay alignment: No cash director pay; equity-based approach is generally shareholder-friendly, but 2025 proposal to grant large director options failed—another sign of investor pushback on dilution and incentive structures .

Employment & Contracts

• Netcapital Advisors CEO Agreement: Executed Jun 23, 2022; base salary $96,000, increased to $150,000 upon July 2022 public offering; eligible for bonuses; non-compete and non-solicit terms; term ended Jun 23, 2025 . FY2025 proxy notes $50,472 paid for role as CEO of Netcapital Advisors .

Risk Indicators & Red Flags

• High withhold vote on director election; failed Say‑on‑Pay and auditor ratification (governance confidence risk) .
• Related-party transactions and impairments tied to entities where Lenk is an officer/director (conflict risk) .
• Minimal board meetings and committee activity (oversight/engagement risk) .
• Proposed director equity awards contingent on plan amendments that shareholders rejected (dilution concerns, incentive misalignment risk) .

Shareholder Votes & Outcomes (FY2025)

Director Compensation Structure Details

• Policy: Equity-focused program (since Feb 9, 2022) with no cash compensation for non-employee directors; reimbursement only for reasonable expenses .
• Independent director options: Granted Apr 25, 2023 (286 shares at $98; 10-year term) to Liss, Scott, Geary; no FY2024 cash paid to independent directors .
• FY2025 proposals: Options to directors (160,000 at $3.39) subject to equity plan amendments; proposal rejected by shareholders—awards not exercisable .

Related-Party Transactions (FY2024–FY2025)

• KingsCrowd Inc.: NCPL ownership 3,209,685 shares ($577,743 FY2025; $513,550 FY2024); Lenk is director .
• Deuce Drone LLC: NCPL ownership 2,350,000 units ($0 FY2025 impairment vs $2,350,000 FY2024); notes receivable $152,000 fully reserved FY2025; Lenk is director .
• 6A Aviation Alaska Consortium, Inc.: NCPL invested $240,080; full write-off FY2025; Lenk is CEO .

Equity Compensation Plans Context

• 2023 Omnibus Plan: 26,059 options outstanding; 140,229 shares available (as of Apr 30, 2025). Plan amendments sought to increase reserve to 3,500,000 and evergreen to 10%; shareholders did not approve .
• Director equity in 2025: Proposed grants contingent on plan amendments; not exercisable due to vote outcome .

Final Implications for Investors

• Lenk’s non-independent status and executive role at a subsidiary, combined with overlapping external affiliations where NCPL has financial exposure and recent impairments, represent tangible conflict-of-interest risks that warrant close monitoring of recusal, committee composition, and related-party oversight .
• The 2025 vote outcomes (high withholds, failed Say‑on‑Pay and auditor ratification) suggest investor concerns with governance and pay practices; engagement and governance enhancements may be needed to restore confidence .
• Board process improvements (meeting cadence, transparency) and clearer alignment of director incentives with shareholder outcomes could address perceived weaknesses .