David Dodge
About David Dodge
David A. Dodge is the Chairperson of the Supervisory Board and an independent member appointed on January 31, 2024. He is 50, with a background in corporate finance, accounting, and SEC compliance, and is designated by the Supervisory Board as an audit committee financial expert; he holds a B.A. in Economics from Yale University and an M.S. in Professional Accounting from the University of Hartford (CT) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NeoMedia Technologies, Inc. | Chief Financial Officer | 2002–2007 | Led finance and reporting; prior finance roles 1999–2002 |
| Ernst & Young LLP | Auditor | 1997–1999 | External audit experience |
| Various public/private companies (US/Canada/UK/China) | Financial consultant/CFO services; forensic due diligence | 2007–present | Authored/supervised due diligence reports; expert witness in ~40 litigations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Independent practice | Independent financial consultant (corporate finance, accounting, SEC compliance) | 2007–present | Global client base; forensic due diligence and expert witness work |
Board Governance
- Current roles: Chairperson of the Supervisory Board and Chair of the Audit Committee; the Audit Committee currently consists of the entire Supervisory Board .
- Independence: Appointed as an independent Supervisory Board member; all Audit Committee members meet Rule 10A-3(b)(1) independence standards; Dodge is the designated “audit committee financial expert” .
- Supervisory Board composition: three members (Dodge, Schreiber, May); terms through 2026 as disclosed .
- Audit Committee mandate: oversight of accounting, reporting, internal controls; legal/regulatory compliance; auditor selection/independence; pre-approval of non-audit services; authority to retain independent counsel/advisors .
Fixed Compensation
| Compensation Element | Amount/Policy | Period | Notes |
|---|---|---|---|
| Annual board retainer (incl. committee service) | $50,000 | Effective Feb 1, 2024 | Supervisory board member compensation structure changed to a single annual retainer |
| Fees Earned or Paid in Cash (Dodge) | $45,833 | FY 2024 | Prorated for service in 2024; no stock or option awards |
Performance Compensation
| Component | Amount (FY 2024) | Vesting/Terms | Notes |
|---|---|---|---|
| Stock awards (RSUs/PSUs) | $0 | N/A | No equity grants disclosed for directors in 2024 |
| Option awards | $0 | N/A | No option grants disclosed for directors in 2024 |
| Performance Metric | Tied to Director Compensation? | Source |
|---|---|---|
| Revenue/EBITDA/TSR/ESG | None disclosed for director pay; board compensation is fixed retainer |
Other Directorships & Interlocks
| Company | Role | Committee Positions | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public-company board service disclosed for Dodge |
Expertise & Qualifications
- Finance and accounting leadership (former CFO; consulting CFO assignments) .
- SEC reporting/compliance; forensic due diligence author/supervisor .
- Audit committee financial expert designation; able to read and understand financial statements .
- Education: B.A. Economics (Yale); M.S. Professional Accounting (University of Hartford) .
Equity Ownership
| Holder | Ordinary Shares (No., %) | High Voting Shares (No., %) | Combined Voting Power |
|---|---|---|---|
| David Dodge | 0, 0% | 0, 0% | 0% |
Governance Assessment
- Strengths: Independent chair of both Supervisory Board and Audit Committee with formal financial expertise; clear audit oversight mandate and independence under Rule 10A-3, which supports board effectiveness and investor confidence .
- Alignment risk: No beneficial ownership (0 shares) and cash-only director pay may indicate limited “skin-in-the-game,” a potential alignment concern for some investors .
- Process rigor: Audit Committee retains authority to hire independent counsel/advisors; auditor selection/independence oversight and pre-approval protocols are established .
- Broader governance context: Company maintains insider trading policy; clawback policy compliant with Rule 10D-1 applies to executive officers (not directors), enhancing executive pay governance though not directly tied to director compensation .