Lawrence Summers
About Lawrence H. Summers
Lawrence H. Summers, age 70, has served on Skillsoft’s Board since June 2021 and as Lead Independent Director since August 2024. He is the Charles W. Eliot University Professor & President Emeritus at Harvard, where he also leads the Mossavar-Rahmani Center for Business and Government; he holds a BS in Economics from MIT and a PhD in Economics from Harvard . Summers is independent and currently chairs Skillsoft’s Nominating & Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard University | President | 2001–2006 | University leadership |
| White House National Economic Council | Director | 2009–2010 | Senior economic policy leadership |
| U.S. Department of the Treasury | Secretary of the Treasury | — | Senior policy role (Clinton Administration) |
| World Bank | Chief Economist | — | Senior policy role |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| OpenAI (private) | Director | 2023 | Board member |
| Banco Santander (International Advisory Board) | Member | 2016 | Advisory role |
| Center for Global Development | Chair, Board | 2014 | Governance leadership |
| Andersen Institute of Economics | Director | 2023 | Board member |
| The Hamilton Project | Advisor | 2005 | Policy advisor |
| Hutchins Center on Fiscal & Monetary Policy | Advisor | 2009 | Policy advisor |
| Peterson Institute for International Economics | Advisor | 2006 | Policy advisor |
| Center for American Progress | Distinguished Senior Fellow | 2012 | Fellow |
Board Governance
- Independence and roles: Independent director; Lead Independent Director (appointed Aug 2024) with robust responsibilities, including presiding over independent sessions, agenda/materials approval, and investor availability . Chairs the Nominating & Governance Committee; not a member of Audit or Compensation Committees .
- Committee assignments and meetings in FY2025: Board (13), Audit (5), Compensation (6), Nominating & Governance (3) .
- Attendance: Each incumbent director met ≥75% attendance in FY2025 except Summers (below 75%), a potential red flag for engagement .
- Executive sessions: At least four sessions of non-executive directors and at least one session of independent directors were held in FY2025 .
- Independence determination: Board affirms Summers’ independence under NYSE standards .
Fixed Compensation (Director – FY2025)
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual Cash Retainer (pro-rated through Aug 1, 2024) | $25,000 | Board waived general $50,000 retainer from Aug 1, 2024–Aug 1, 2025; partial-year paid pre-waiver |
| Lead Independent Director Retainer (pro-rated) | $10,598 | Additional annual $25,000 retainer; partial-year for FY2025 |
| Nominating & Governance Chair Fee (pro-rated) | $10,598 | Chair fee $25,000 annual; partial-year |
| Nominating & Governance Committee Member Fee (pro-rated) | $5,793 | Member fee $10,000 annual; partial-year |
| Total Cash | $51,989 | Sum of above |
| Annual Equity Award (RSUs) | $336,064 | 20,306 RSUs granted July 19, 2024 (grant-date fair value), vest at earlier of 1-year or next annual meeting |
Notes:
- Standard program: $50,000 cash retainer, $200,000 equity at grant (90-day average methodology); chairs receive +$25,000; Lead Director +$25,000; committee members +$10,000. Retainer was waived starting Aug 1, 2024; other fees not waived .
Performance Compensation (Director)
| Incentive Element | Performance Metrics | Payout Structure | Notes |
|---|---|---|---|
| Annual Director Equity (RSUs) | None (time-based only) | Vests at earlier of 1 year or next annual meeting | No performance-vesting for director equity |
Other Directorships & Interlocks
- Current public company boards disclosed: None (Summers previously served on Doma Holdings’ board until Sept 2024; also previously on Block, Inc. and LendingClub) .
- Related-party/Interlocks: No Summers-specific related-party transactions disclosed. Prosus/MIH is a ~42% shareholder with board designees, and Skillsoft has arm’s-length commercial agreements with Prosus affiliates reviewed by the Audit Committee; no link to Summers noted .
Expertise & Qualifications
- Skills matrix highlights for Summers: Corporate Governance; Executive Leadership; Global Business; Strategy; Technology/Innovation; ESG .
Equity Ownership
| Measure | Amount | Detail |
|---|---|---|
| Total Beneficial Ownership (as of May 19, 2025) | 42,174 shares | 29,948 common shares held directly; 12,226 shares issuable upon exercise of vested warrants; excludes 20,306 unvested RSUs |
| Ownership as % of outstanding | <1% | Company table “*” indicates <1% |
| Pledged/Hedged Shares | None | Company states no director/officer shares were pledged; policy prohibits hedging/pledging |
| Recent Director RSU Grant | 20,306 RSUs | Granted July 19, 2024; vests at earlier of 1-year or next annual meeting |
Recent Insider Activity (Form 4)
| Transaction Date | Form | Type | Securities | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| 2025-07-17 | 4 | M-Exempt (settlement) | 20,306 Common | $0.00 | 50,254 | https://www.sec.gov/Archives/edgar/data/1774675/000141588925020033/0001415889-25-020033-index.htm |
| 2025-07-17 | 4 | A (Award) | 12,430 RSUs | $0.00 | 12,430 (RSUs) | https://www.sec.gov/Archives/edgar/data/1774675/000141588925020033/0001415889-25-020033-index.htm |
Governance Assessment
-
Positives
- Lead Independent Director with strong oversight powers (agenda/materials approval; presides over independent sessions; investor availability) enhances board independence in a combined Chair/CEO structure .
- Nominating & Governance Chair role positions Summers to influence board composition and governance hygiene; committee is fully independent .
- Director equity is the primary component of pay (FY2025: $336,064 equity vs. $51,989 cash), aligning compensation with shareholders; hedging and pledging are prohibited and none is pledged .
-
Watch items / RED FLAGS
- Attendance: Summers was the only incumbent director below the 75% attendance threshold in FY2025, a potential engagement concern for investors focused on board effectiveness .
- Warrant holdings: Beneficial ownership includes 12,226 shares issuable upon exercise of vested warrants. While disclosed, investors may scrutinize instrument origin and potential optics for an independent director; unvested RSUs of 20,306 were excluded from beneficial total at the measurement date .
- Concentrated shareholder influence: Prosus/MIH has designation rights and ~42% ownership; while transactions with Prosus affiliates were approved as arm’s-length by the Audit Committee, governance risk stems from large shareholder dynamics (not tied to Summers personally) .
-
Additional context
- Independence confirmed; no material proceedings involving Summers are disclosed .
- First Say-on-Pay was conducted in 2025 (advisory), indicating evolving shareholder feedback channels; not specific to Summers but relevant to governance posture .
Director Compensation (Summary – FY2025)
| Type | Amount | Notes |
|---|---|---|
| Cash Fees | $51,989 | Pro-rated Annual Retainer, Lead Director retainer, N&G chair/member fees |
| Equity (RSUs) | $336,064 | 20,306 RSUs; vest at earlier of 1-year or next annual meeting |
| Total | $388,053 | — |
Governance Policies Relevant to Alignment
- Prohibition on pledging and hedging; restrictions on short-term trading and derivatives; use of 10b5-1 plans; no pledging or hedging by directors allowed .
- Independent committees across Audit, Compensation, and Nominating & Governance .
Notes on Related-Party Exposure
- Prosus Group/MIH (c.42% holder) designation rights and approved commercial agreements exist; no Summers-specific related person transactions disclosed .