Amy McCullough

About Amy McCullough

Amy N. McCullough, age 45, is an independent Class III director of Owlet (OWLT) since July 2021; she previously served on Old Owlet’s board from April 2018 to July 2021 . She is President and Managing Director of Trilogy Equity Partners, leading the investment team and serving on Trilogy’s board of managers; she holds a BA in Business Administration (Finance) from the University of Washington . The Board affirmatively determined she is independent under NYSE rules . Her current term runs through the 2027 annual meeting .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Nominating & Corporate Governance; Member, Nominating & Corporate Governance; not on Audit or Compensation .
• Independence status: Independent (Board determined; 7 of 8 directors) .
• Board leadership: Independent Chair (Lior Susan) performs Lead Director functions; CEO separate from Chair .
• Attendance: In 2024, each incumbent director attended at least 75% of Board and applicable committee meetings; Board met 6x, Audit 5x, Compensation 4x, Nominating & Corporate Governance 4x .

Fixed Compensation

• OWLT’s non-employee director compensation program (for directors unaffiliated with institutional investors) provides: $50,000 annual cash retainer; $32,500 additional cash retainer for Audit Committee chair; directors may elect cash or RSUs for fees; annual RSU award equal to $150,000 divided by 30-day average closing price; 2024 RSU award vested immediately as an exception .
• Amy McCullough did not receive director cash fees or stock awards for 2024 (consistent with her affiliation with Trilogy) .

Performance Compensation

• Non-employee director annual RSU grant methodology: $150,000 divided by the 30-trading-day average closing price, granted post-annual meeting; generally vests at next annual meeting (2024 exception vested immediately) .
• Award limits: Maximum combined grant date fair value of equity-based and cash awards to any non-employee director per calendar year is $1,000,000 .
• Clawbacks: All awards under the 2021/Amended Plan are subject to the company’s clawback policy and applicable law .

Other Directorships & Interlocks

• Affiliation: McCullough is President & Managing Director at Trilogy Equity Partners, a significant OWLT security holder .
• Warrant Exchange Interlock: Trilogy and related parties are “Related Holders” in OWLT’s August 7, 2025 Exchange Agreement; they would receive 890,347 OWLT common shares upon exchange of Series A/B warrants, subject to stockholder approval and a 180-day lockup .
• Post-Exchange Ownership (pro forma as of Aug 15, 2025): Trilogy and related parties would hold 2,017,397 common shares (9.0% of outstanding common) and combined voting power of 10.3% across classes; no remaining Trilogy warrants post-exchange .

Expertise & Qualifications

• Financial and investing expertise: 18 years at Trilogy; prior sell-side equity research at JPMorgan .
• Corporate finance and treasury: Early career at Microsoft in treasury operations and financial analysis .
• Sector experience: Technology and applied technologies; consumer/parenting tech boards .
• Governance: Chairs Nominating & Corporate Governance Committee; focuses on director selection, ESG oversight, governance guidelines .

Equity Ownership

• Personal beneficial ownership: Not listed with any OWLT beneficial holdings as of August 15, 2025 in the proxy’s security ownership table .
• Affiliated ownership via Trilogy Equity Partners:
  • Beneficially owned 2,493,225 OWLT common shares (combination of common, convertible preferred, and warrants) as of August 15, 2025 per Schedule 13D/A and company data .
  • After the warrant exchange (pro forma), Trilogy would hold 2,017,397 common shares (9.0% of common) and 10.3% combined voting power; no remaining Trilogy warrants .

Policy safeguards:

• Anti-hedging: Directors are prohibited from hedging OWLT securities (e.g., collars, swaps, exchange funds) .
• Insider trading policy: Applies to directors; compliance required for transfers including Exchange Shares .

Governance Assessment

• Independence and committee leadership: McCullough is independent and chairs Nominating & Corporate Governance, bolstering board effectiveness in director selection, governance guidelines, ESG oversight .
• Attendance and engagement: Board/committee cadence and ≥75% attendance across directors support engagement; executive sessions are routine under an independent Chair functioning as Lead Director .
• Compensation alignment: She received no 2024 director fees or RSUs (consistent with program limits for institutional-affiliated directors), reducing risk of pay-related conflicts; award caps and clawbacks apply to director equity under the plan .
• Conflicts management: Trilogy’s significant ownership and participation in the warrant exchange create potential conflicts; OWLT formed an independent Special Committee with independent advisors (Potter Anderson; William Blair), negotiated favorable terms (60-day VWAP, lower volatility input, 180-day lockup) and conditioned consummation on stockholder approval, mitigating related-party risk .
• Red flags and watch items:
  • Fund affiliation: Ongoing Trilogy affiliation plus sizable pro forma voting power (10.3%) warrants continued monitoring of independence and recusals on conflicted matters .
  • Voting agreement: Related Holders agreed to vote for Proposal 5; while common in such transactions, investors should note concentration of voting influence among insiders and affiliates (~44% voting power in aggregate among Holders at record date) .
  • Ownership disclosure: The proxy shows no personal beneficial holdings for McCullough; alignment is via affiliated fund ownership rather than personal skin-in-the-game .
• Overall signal: Governance processes (independence, special committee, external advisors, anti-hedging, clawbacks) are robust; fund affiliation and related-party capital actions are well-disclosed and procedurally mitigated but should remain on investor watch lists.