Courtney C. Shea
About Courtney C. Shea
Independent director nominee with 30+ years in U.S. public finance spanning municipal advisory and investment banking; age 64. Former Managing Member of Columbia Capital Management (2013–Apr 2021), previously National Head of Public Finance at a division of ABN AMRO; Illinois-licensed attorney with BA Economics (Notre Dame), JD (Loyola University Chicago), MBA (University of Chicago Booth); NACD Certified Director and Cybersecurity Certification (Private Directors Association). First-time PSIX nominee in 2025; expected to be independent and appointed to the Audit Committee if elected .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Columbia Capital Management | Managing Member | Sep 2013 – Apr 2021 | Led national municipal advisory firm; extensive issuer-side financing experience . |
| ABN AMRO (division) | National Head of Public Finance | ~5 years (prior to 2013) | Ran public finance investment banking nationally . |
| Various Wall Street firms | Investment banker, public finance | Not stated | Originated/structured municipal bond financings . |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Assured Guaranty Ltd. (NYSE: AGO) | Independent Director | Since May 2021 | Audit; Environmental & Social Responsibility; Finance; Risk Oversight . |
| Professional Diversity Network | Independent Director; Audit Chair | Mar 2019 – Aug 2024 | Audit Committee Chair . |
| Joffrey Ballet | Director (non-profit) | Not stated | Not stated . |
| Milken Institute Center for Financial Markets Public Finance Advisory Council | Member | Not stated | Advisory council . |
| Women in Public Finance | Founding Member | Since 1996 | Professional network founder . |
Board Governance
- Independence: The Board determined current independents and expects Ms. Shea to meet Nasdaq independence standards; also expects her to be independent for Audit Committee purposes if elected .
- Committee assignment: Board expects to appoint Shea to the Audit Committee upon election .
- Board context: PSIX is a “controlled company” under Nasdaq rules; Weichai owns a majority and designates four directors (majority of the Board) .
- Meetings/attendance (context): In 2024, Board met 13 times; Audit 7; Compensation 7; Nominating 2; Strategic 11. All then-directors attended ≥75% of combined meetings. Shea was not on the Board in 2024 .
Fixed Compensation
PSIX’s disclosed 2024 non-employee director pay framework:
- Annual cash retainer: $50,000 .
- Chair fees: $25,000 (Board Chair, Audit Chair); $15,000 (Compensation Chair) .
- Equity: 5,000 shares of restricted stock per year (time-based) .
- Meeting fees: $1,500 per day per Board/committee meeting .
- Non-employee director total annual limit (cash + equity grant-date value): $500,000 .
Illustrative 2024 paid (non-employee directors):
| Director | Cash Fees ($) | Stock Awards ($, grant-date fair value) | Total ($) |
|---|---|---|---|
| Frank P. Simpkins | 124,500 | 117,213 | 241,713 |
| Kenneth W. Landini | 80,000 | 117,213 | 197,213 |
| Hong He | 99,578 | 117,213 | 216,791 |
Notes: 2024 director grants on Dec 12, 2024 vested Jul 10, 2025; 5,000 shares outstanding at YE 2024 per director above .
Performance Compensation
- PSIX does not disclose performance-based metrics tied to non-employee director compensation; equity grants are time-based restricted stock, not PSUs/options for directors .
Other Directorships & Interlocks
| Company | Sector Overlap with PSIX | Potential Interlock/Conflict |
|---|---|---|
| Assured Guaranty Ltd. | Financial guaranty insurance (no apparent supplier/customer overlap with PSIX engines/power systems) | None disclosed by PSIX . |
| Professional Diversity Network | Employment networking | None disclosed; prior role ended Aug 2024 . |
- Related-party environment: PSIX has extensive related-party agreements with controlling shareholder Weichai (board designees; collaboration; multiple shareholder loan facilities including $105M SLA dated Aug 30, 2024; $25M outstanding as of Dec 31, 2024). No transactions disclosed involving Shea .
Expertise & Qualifications
- Education: BA Economics (Notre Dame); JD (Loyola University Law); MBA (Chicago Booth) .
- Credentials: NACD Certified Director; Cybersecurity Certification (Private Directors Association); Illinois attorney .
- Domain: Municipal finance, audit and risk oversight; committees at Assured Guaranty include Audit and Risk Oversight .
- Expected fit: Finance/audit/risk skillset aligning with anticipated Audit Committee role .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Courtney C. Shea | 0 | <1% | No PSIX ownership disclosed as of May 30, 2025 . |
Alignment policies:
- Hedging/pledging prohibited for directors under Insider Trading Policy (short sales, derivatives, hedging, margin, pledging) .
- Company has a clawback policy consistent with SEC/Nasdaq rules (recoup incentive comp after restatements) .
Governance Assessment
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Strengths
- Independent finance/audit expertise with deep public finance background; enhances Audit Committee capability .
- Independence affirmed/expected; not a Weichai designee, useful in a controlled-company context .
- Hedging/pledging prohibitions and clawback policy bolster alignment and risk governance .
- Director pay structure mixes cash with time-based equity; historical grants show balanced cash/equity mix (e.g., Simpkins 2024: $124.5k cash, $117.2k equity) .
-
Watch items
- Controlled-company status: Weichai holds ~51.1% and has four director designees; related-party financing (SLA up to $105M; $25M outstanding at YE 2024) raises structural governance risk; independent directors’ oversight is critical .
- Ownership alignment: As of the record date, Shea held no PSIX shares; equity alignment will depend on new-director grant timing and vesting .
-
Attendance and engagement
- 2024 attendance benchmark was ≥75% for then-directors; Shea was not on the Board in 2024. Monitor 2025–2026 attendance once elected .
-
Compensation structure notes
- Non-employee director compensation limit of $500k caps potential excess; equity is time-vested restricted stock, avoiding options repricing risks .
- No director-specific performance metrics disclosed; appropriate for director independence, but limits pay-for-performance signaling at the board level .
Related-Party Exposure (Company Context)
- Weichai transactions: strategic collaboration (through Mar 20, 2026), distribution via Baudouin (generated $1.1M 2024 sales), and multiple shareholder loan agreements culminating in Aug 30, 2024 SLA (up to $105M; $25M outstanding 12/31/24; interest SOFR + 4.05%) .
- Governance implication: As an independent director, Shea’s Audit Committee role will be central in reviewing related-party approvals and monitoring covenants and liquidity risk .
Director Compensation: Structure Snapshot
| Element | Amount / Terms |
|---|---|
| Annual cash retainer | $50,000 |
| Chair retainers | $25,000 (Board Chair); $25,000 (Audit Chair); $15,000 (Comp Chair) |
| Equity | 5,000 restricted shares per year (time-vested) |
| Meeting fees | $1,500 per day per Board/committee meeting |
| Annual cap | $500,000 per non-employee director (cash + equity fair value) |
Note: Ms. Shea had no PSIX director compensation in 2024 and is a first-time nominee for 2025 .
Summary Signals for Investors
- Positive: Independent audit-qualified director with robust finance and risk oversight experience; strengthens board oversight amid controlled-company dynamics .
- Neutral/To monitor: Initial lack of PSIX share ownership; expect alignment via standard director grant if elected .
- Risk context: Ongoing related-party financing and Weichai control elevate the importance of independent committee oversight; Shea’s expected Audit Committee seat is material to investor confidence .