Deborah Meredith
OBLGAbout Deborah Meredith
Independent director since August 2021; age 66. Meredith holds an MS in Computer Science from Stanford University and BS in Computer Science and Mathematics from the University of Michigan. She has over three decades of experience working with founders to architect software products, build teams, and drive operational roadmaps, and currently advises and consults to high‑tech companies in the startup ecosystem .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Proofpoint | Board member/advisor/consultant | Not disclosed | Strategic roles with privately held startups; product architecture and operational scaling |
| Aviatrix | Board member/advisor/consultant | Not disclosed | As above |
| Qventus | Board member/advisor/consultant | Not disclosed | As above |
| Alation | Board member/advisor/consultant | Not disclosed | As above |
| Kinsa Health | Board member/advisor/consultant | Not disclosed | As above |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Proofpoint | Advisor/consultant | Private (startup ecosystem per proxy) | Strategic tech roles with founders |
| Aviatrix | Advisor/consultant | Private | As above |
| Qventus | Advisor/consultant | Private | As above |
| Alation | Advisor/consultant | Private | As above |
| Kinsa Health | Advisor/consultant | Private | As above |
Board Governance
- Independence: Board determined all directors except CEO Peter Holst are independent under Nasdaq standards; Meredith is independent .
- Executive sessions: Board agendas include regularly scheduled executive sessions of independent directors without management .
- Attendance: In 2024, each director attended at least 75% of aggregate Board and committee meetings; Board met or acted by consent eight times .
- Committee memberships:
- Audit Committee member (chair: Jason Adelman); met 4 times in 2024 .
- Compensation Committee member (chair: Jonathan Schechter); met/acted 2 times in 2024 .
- Nominating Committee chair; met/acted 1 time in 2024 .
| Committee | Role | Independence status | 2024 Meetings |
|---|---|---|---|
| Audit | Member | Independent per Nasdaq and SEC audit rules | 4 |
| Compensation | Member | Independent per Nasdaq | 2 |
| Nominating | Chair | Independent per Nasdaq | 1 |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 29,585 | None | 29,585 |
| 2023 | 26,000 | 95,000 | 121,000 |
| 2025 Director Fee Schedule (effective Jan 1, 2025) | Amount ($) |
|---|---|
| Annual retainer (non‑employee director) | 50,000 |
| Chairman of the Board additional cash | 30,000 |
| Audit Committee chair | 15,000 |
| Compensation Committee chair | 10,000 |
| Nominating Committee chair | 7,500 |
| Non‑chair member of any standing committee | 5,000 |
Notes:
- Prior plan (through 2024): annual retainer $20,000; committee chair fees and member fees lower (Audit chair $10,000; Comp/Nominating chairs $5,000; non‑chair members $3,000) .
Performance Compensation
| Year | Instrument | Grant Date | Vesting | Settlement/Change‑in‑Control | Clawback |
|---|---|---|---|---|---|
| 2023 | Restricted Stock or RSUs (director stock awards) | Not disclosed (normally at annual meeting date) | Time‑based; vests on first anniversary or earlier upon certain termination events or change in control | RSUs settle 1:1 in common stock upon earliest of 10th anniversary, change in control, or director separation | Awards/Proceed subject to Section 10D clawback policy if applicable listing standards adopted |
No performance metrics tied to director equity awards are disclosed; proxy describes time‑based vesting for director restricted stock/RSUs without quantitative performance conditions .
Other Directorships & Interlocks
| Company | Role | Public Company? | Interlocks/Conflicts Disclosed |
|---|---|---|---|
| Proofpoint; Aviatrix; Qventus; Alation; Kinsa Health | Board member/advisor/consultant | No (described as privately held startups) | None disclosed for Meredith |
Note: A related‑party engagement involved director Jonathan Schechter’s firm (SEG/Dawson James) acting as placement agent in 2023, with fees and warrants paid to SEG; proxy states Mr. Schechter did not receive fees. No related‑party transactions are disclosed for Meredith .
Expertise & Qualifications
- Over 30 years in technology with hands‑on product architecture, team building, and operational scaling for startups; board/advisor to multiple tech companies .
- Advanced technical education (Stanford MS in CS; Michigan BS in CS/Math) .
Equity Ownership
| As of Date | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| October 31, 2025 | — (per beneficial ownership table) | — % |
Footnote: Beneficial ownership based on Form 4 filed by Ms. Meredith on June 20, 2023 (details not enumerated in proxy table) .
Insider trading policy: Directors are prohibited from hedging or monetization transactions, short sales, and derivatives on company securities unless advance approval is obtained from the CFO .
Governance Assessment
- Committee leadership and engagement: Meredith chairs Nominating and serves on Audit and Compensation, aligning with governance oversight across director nominations, financial oversight, and pay practices. 2024 committee activity: Audit (4), Compensation (2), Nominating (1), indicating at least baseline engagement; all directors met the ≥75% attendance threshold in 2024 .
- Independence: Affirmed by Board; Audit and Compensation committees composed of independent directors per Nasdaq/SEC standards .
- Compensation mix and alignment: 2023 included significant equity ($95k) plus cash fees ($26k); 2024 shows cash‑only compensation and no outstanding director equity at year‑end, which may reduce ongoing equity alignment versus prior year .
- 2025 fee escalation: Large increase in cash retainers and committee fees effective Jan 1, 2025 (retainer to $50k; chair/member fees higher), potentially shifting director pay mix more toward cash unless equity grants resume; monitor for dilution via proposed equity plan amendments and future annual grants .
- Equity ownership “skin‑in‑the‑game”: Beneficial ownership table shows “—” for Meredith as of Oct 31, 2025, suggesting no reportable holdings; combined with 2024 lack of equity awards, this is a potential alignment concern for investors .
- Policies and protections: RSU/Restricted Stock time‑based vesting, RSU settlement triggers include change in control; awards subject to clawback under Section 10D when applicable; insider hedging restrictions in place .
RED FLAGS
- Very low/zero disclosed beneficial ownership as of Oct 31, 2025, reducing perceived alignment with shareholders .
- Material increase in 2025 cash fees without concurrent disclosure of director equity grants for 2024 year‑end (no equity outstanding as of Dec 31, 2024), potentially weakening pay‑for‑performance linkage for directors if equity grants are not resumed .