Steven Geary
About Steven Geary
Steven Geary is an independent director of Netcapital Inc. (NCPL) who has served on the board since June 2006. He previously served as Netcapital’s President and COO (Apr 2006–Jun 2008) and as CEO (Jun 2008–Dec 2009), and he is currently Vice President of Strategy and Business Development at Statera (since 2009), bringing business development and brand marketing expertise in consumer products and services . He is designated independent under Nasdaq rules by the board . Age disclosed as 58 in the 2025 proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Netcapital Inc. | President & COO | Apr 2006 – Jun 2008 | Former executive; long-standing familiarity with operations |
| Netcapital Inc. | Chief Executive Officer | Jun 2008 – Dec 2009 | Former CEO; later deemed independent by board under Nasdaq rules |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Statera | Vice President, Strategy & Business Development | 2009 – Present | Business development and brand marketing expertise |
| ImproveSmart, Inc. | Chief Executive Officer | 2008 – 2009 | CEO experience |
Board Governance
- Independence: Board classifies Geary as independent under Nasdaq Listing Rule 5605(a)(2) .
- Committees and chair roles (FY2025):
- Audit Committee: Member and Chair; designated Audit Committee Financial Expert; committee held 4 meetings and 2 written consents in FY2025 .
- Compensation Committee: Member (Chair is Avi Liss); held no meetings and 1 written consent in FY2025 .
- Nominating & Corporate Governance Committee: Member (Chair is Arnold Scott); held no meetings and 1 written consent in FY2025 .
- Board activity: Board held no meetings; acted by unanimous written consent 19 times in FY2025 .
- Audit Committee Reports: Signed by Geary (with Liss and Scott) in the 2025 and 2024 proxies, recommending inclusion of audited financials in Form 10-K .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | Company states it has not paid cash or other listed compensation types to non-employee directors in their capacity as such . |
| Meeting fees | $0 | No fees for meeting attendance or unanimous consents . |
| Committee membership/Chair fees | $0 | Not paid . |
| Total | $0 | Non-employee director compensation table shows “—/0” across categories . |
Performance Compensation
| Grant Date | Award Type | Shares/Units | Exercise/Grant Price | Vesting | Term/Expiration | Notes |
|---|---|---|---|---|---|---|
| Apr 25, 2023 | Stock Options | 286 | $98.00 per share | Vests monthly, straight-line over 4 years | 10-year term | Grant to each of three independent directors; out-of-the-money at issuance . |
- Non-employee director equity pay program in effect since Feb 9, 2022 (equity-focused), but company disclosed no director compensation paid in FY2025 and for the year ended Dec 31, 2024; 2023 grant noted above . No performance metrics (e.g., TSR/EBITDA) disclosed for director equity; vesting is time-based .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| — | — | — | The proxy does not disclose any other current public company directorships for Mr. Geary . |
Expertise & Qualifications
- Designated Audit Committee Financial Expert; meets Nasdaq financial sophistication requirements .
- Business development and brand marketing expertise; prior CEO and COO experience .
- Board affirms Section 16(a) reporting compliance by directors and officers for FY2025 .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition Detail |
|---|---|---|---|
| Steven Geary | 3,814 | <1% | Includes 3,567 common shares and 247 shares subject to stock options currently exercisable or within 60 days (record date basis; 3,040,380 shares outstanding) . |
Insider Trades (Form 4)
| Filing Date | Trade Date | Transaction | Price | Shares | Value | Source |
|---|---|---|---|---|---|---|
| Apr 25, 2024 | Apr 24, 2024 | Purchase of common stock | $0.1324 | 239,274 | $31,679.88 | |
| Apr 24, 2024 (disclosed in 2025 proxy, reverse-split adjusted) | Apr 24, 2024 | Issuance of common stock to satisfy debt owed by company to Geary | $9.268 | 3,419 | $31,680 |
Note: The proxy’s reverse-split-adjusted issuance (3,419 shares at $9.268) corresponds to the same ~$31.68k consideration as the Form 4 open-market transaction reported at $0.1324 pre-split pricing; reverse split ranges were authorized in 2024 .
Related-Party Exposure and Conflicts
- Debt settlement via equity: Company issued 3,419 shares to Geary on Apr 24, 2024 at $9.268/share to settle $31,680 owed to him .
- Broader related-party context (not specific to Geary): CFO’s spouse and son provided services to/for companies in the company’s ecosystem; Zelgor-related revenues and equity holdings disclosed; CFO personally guaranteed an SBA note .
- Director independence: Despite prior executive service (ended 2009), board affirms independence under Nasdaq rules .
Governance Assessment
-
Strengths
- Chair of Audit Committee and designated “financial expert,” with active committee work evidenced by 4 Audit meetings in FY2025 and signed Audit Committee Reports .
- Long company familiarity (former CEO/COO) coupled with current independence designation, potentially aiding oversight with institutional knowledge .
- No cash retainers or fees; director pay heavily equity-leaning historically (small 2023 option grant) which can align incentives, albeit quantum is modest .
-
Watch items / RED FLAGS
- Related-party settlement: Company satisfied $31,680 owed to Geary via stock issuance; while disclosed, settlements with directors merit scrutiny for potential conflicts and equity overhang considerations .
- Board process: Zero board meetings and heavy reliance on unanimous written consents (19 in FY2025) may limit deliberation depth; Compensation and Nominating committees reported no meetings (each had 1 written consent), which may signal limited committee engagement outside Audit .
- Ownership alignment: Beneficial ownership <1% (3,814 shares at record date) is relatively small; however, there was a notable 2024 purchase (pre-split Form 4), suggesting some incremental alignment .
-
Policies and compliance
- Insider trading policy in place; Section 16(a) compliance affirmed for FY2025 .
- Limitation of liability and indemnification provisions standard for directors/officers .
Implications for investors
- Geary’s audit leadership and “financial expert” designation support financial reporting oversight, a positive for investor confidence .
- The equity-for-debt settlement and limited committee meeting cadence (outside Audit) warrant continued monitoring of governance rigor and potential conflicts .
Notes and Citations
- Director biography, independence, committees, meetings, and non-employee director compensation: 2025 DEF 14A ; 2024 DEF 14A .
- Beneficial ownership table and footnotes (record date; outstanding shares; option exercisability): 2025 DEF 14A .
- Insider transactions: SEC Form 4 filing (Apr 25, 2024) ; reverse-split-adjusted disclosure and related-party settlement in proxy .
- Reverse split authorization context: 2024 special meeting proxy (DEF 14A) .