Allison Hoffman
About Allison Hoffman
Allison Hoffman (age 54) has served on Network‑1 Technologies’ Board since December 2012. She is an independent director, chairs both the Audit Committee and the Compensation Committee, and serves on the Nominating & Corporate Governance Committee. Professionally, she is General Counsel of Phreesia, Inc. (NYSE: PHR) and previously was Chief Legal Officer and Chief Administrative Officer of Intersection Parent, Inc. Her board qualifications emphasize legal, financial, and transactional expertise; she is designated an audit committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intersection Parent, Inc. | Chief Legal Officer & Chief Administrative Officer | Jan 2016 – Aug 2020 | Senior legal and administrative leadership for a technology/media company (LinkNYC) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Phreesia, Inc. (NYSE: PHR) | General Counsel | Aug 2020 – Present | Leads legal function for healthcare software firm |
Board Governance
- Committee assignments: Audit (Chair), Compensation (Chair), Nominating & Corporate Governance (Member). Both Ms. Hoffman and Mr. Harizman are “independent” and qualify as audit committee financial experts under SEC rules.
- Independence: Board identifies Ms. Hoffman as independent under NYSE American Rule 803A(2). Independent directors constitute 50% (2 of 4). No Lead Independent Director; CEO serves as Board Chair.
- Attendance and engagement: In 2024 the Board met 6 times; committees met Audit (4), Compensation (1), Nominating (2). Each director attended at least 75% of combined Board and committee meetings; all directors attended the prior Annual Meeting.
- Anti-hedging/pledging: Policy prohibits directors from hedging, short sales, buying on margin, holding in margin accounts, derivatives, or pledging Company stock.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑management directors) | $40,000 | $10,000 per quarter |
| Committee fees (annual): Audit – Chair | $7,500 | Ms. Hoffman is Audit Chair |
| Committee fees (annual): Compensation – Chair | $3,750 | Ms. Hoffman is Compensation Chair |
| Committee fees (annual): Nominating – Member | $2,500 | Ms. Hoffman is a member |
| Director | Fees earned (cash) | Stock awards (fair value) | All other comp | Total |
|---|---|---|---|---|
| Allison Hoffman (2024) | $50,000 | $32,700 | $1,125 (dividend equivalents) | $83,825 |
Notes:
- 2024 equity for directors: 15,000 RSUs granted to each non‑management director vesting quarterly (3,750 on Mar 15, Jun 15, Sep 15, Dec 15, 2024).
Performance Compensation
| Element | Terms | Performance Metrics | Vesting |
|---|---|---|---|
| Director RSUs (2024 grant) | 15,000 RSUs | None disclosed (time-based only) | 3,750 RSUs on Mar 15, Jun 15, Sep 15, Dec 15, 2024 |
No director options were reported outstanding as of 12/31/2024 for the directors listed; “all other compensation” reflects dividend-equivalent rights on vesting RSUs.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed in the past five years for Ms. Hoffman in NTIP’s director biography. |
| Prior public company directorships (5‑yr lookback) | None disclosed. |
| Interlocks (competitors/suppliers/customers) | None disclosed. |
Expertise & Qualifications
- Audit committee financial expert; independent under SEC and NYSE American standards.
- Legal, financial, and transactional experience from senior roles at Phreesia and Intersection.
- Tenure on NTIP Board since December 2012; age 54.
Equity Ownership
| Metric | Value | As of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 113,061 | July 1, 2025 | Less than 1% of outstanding |
| Ownership % | <1% | July 1, 2025 | Based on 22,844,798 shares O/S |
| Unvested RSUs (excluded from beneficial count within 60 days) | 7,500 | July 1, 2025 | Indicates ongoing director equity program |
| Options outstanding | None reported for directors as of 12/31/2024 | Dec 31, 2024 | Company has favored RSUs over options |
| Shares pledged as collateral | Prohibited by policy (no pledging allowed) | Policy | Anti‑hedging/anti‑pledging policy |
Insider Trades (Section 16)
| Filing date | Security / Transaction | Amount | Price | Notes / Source |
|---|---|---|---|---|
| Mar 6, 2023 | RSU award; time‑based vesting | 15,000 RSUs | — | Vests 3,750 shares on Mar 15, Jun 15, Sep 15, Dec 15, 2023 |
| Feb 26, 2024 | Form 4 filed | — | — | Section 16 filing for Hoffman (details in filing) |
| Jun 3, 2022 | Form 4 filed | — | — | Section 16 filing for Hoffman (details in filing) |
Recent proxy ownership table confirms 113,061 shares beneficially owned and 7,500 RSUs not vesting within 60 days as of July 1, 2025.
Governance Assessment
Strengths
- Independent director serving as Chair of both Audit and Compensation; designated audit committee financial expert, supporting robust oversight of financial reporting and pay.
- Documented anti‑hedging/anti‑pledging policy aligns director/shareholder interests; dividend‑equivalent rights for RSUs disclosed transparently.
- Attendance and engagement: all directors met ≥75% attendance; Board and committee cadence disclosed; all directors attended the prior Annual Meeting.
Watch items / potential red flags
- Board leadership: CEO also serves as Chair; no Lead Independent Director. Independent directors constitute 50% (2 of 4), which may constrain independent oversight versus larger‑cap governance norms.
- Auditor change in Dec 2024 due to conflict at former auditor’s parent (CBIZ/Marcum); new auditor engaged (Grassi). While not a restatement, changes warrant monitoring of audit transition and fee trends.
- No explicit director stock ownership guidelines disclosed; reliance on general anti‑hedging/pledging policy and recurring time‑based RSU grants.
Related‑party / conflicts
- No Hoffman‑specific related‑party transactions disclosed; Audit Committee reviews related‑party transactions and the Code of Ethics requires avoidance of conflicts.
- External role at Phreesia (General Counsel) presents no disclosed business ties with NTIP; time‑commitment appears manageable given small‑cap board cadence, but should be monitored.
Say‑on‑Pay & shareholder sentiment (context)
- 2024 say‑on‑pay passed by a majority of votes; Board retained compensation approach thereafter. Although this addresses executive pay, it provides a signal on overall compensation governance.
Committee process & advisors
- Compensation Committee composed solely of independent directors (Hoffman, Chair; Harizman). Use of independent compensation consultants not disclosed.
Overall implication
- Ms. Hoffman’s dual committee chair roles, financial expertise, and attendance support board effectiveness. Primary governance gap is structural (no Lead Independent Director; 50% independence). No personal conflicts, pledging, or attendance issues are indicated, and director compensation appears standard for size with transparent equity vesting.