Peter Schmitt
About Peter Schmitt
Peter Schmitt (age 58) has served on Skillsoft Corp.’s board since June 2021, after serving on the predecessor board (Software Luxembourg) from August 2020 to June 2021. He is Industrial Advisor at EQT Partners AB (since May 2018) and President of MEC Advisors LLC (since October 2017). He holds a Diplom Ingenieur (Mechanical Engineering) from the Technical University of Karlsruhe and a Doctorate in Manufacturing Engineering from the University of Stuttgart . As of the 2025 proxy, he is nominated as a Class I director up for election at the 2025 Annual Meeting, with a term expiring in 2028 if elected .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dassault Systèmes | Vice President | 2000–2015 | Senior operating roles in enterprise software |
| ESI Group | EVP, Global Sales & Operational Marketing | 2015–2017 | Commercial leadership in simulation software |
| Cenit AG | SVP, IoT & Digital Twin | 2018–2019 | Product lifecycle mgmt. specialist listed in Germany |
| MEC Advisors LLC | President | Oct 2017–present | Advisory firm leadership |
| EQT Partners AB | Industrial Advisor | May 2018–present | Portfolio advisory (global investment firm) |
| Software Luxembourg (Skillsoft predecessor) | Director | Aug 2020–Jun 2021 | Predecessor board service |
| Skillsoft Corp. | Director | Jun 2021–present | Board member; no standing committee roles in FY25 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ThermoAnalytics, Inc. | Advisory Board Member | Since 2019 | Thermal/infrared modeling software |
| MAIT GmbH (3i portfolio) | Advisory Board Member | Since 2021 | Digital solutions provider |
| xSuite Group GmbH (3i portfolio) | Advisory Board Member | Since 2022 | Intelligent document automation software |
| Innovyze LLC (EQT portfolio) | Director | 2019–2021 | Sold 2021 |
| Zemax LLC (EQT portfolio) | Director | 2018–2021 | Sold 2021 |
| Upchain | Director | 2019–2021 | Sold 2021 |
| Blume Global, Inc. (Apollo portfolio) | Advisory Board Member | 2021–2023 | Supply chain optimization; sold 2023 |
| Public company directorships (current) | — | — | None listed in Skillsoft’s proxy biography for Dr. Schmitt |
Board Governance
- Classification and term: Nominee for election as a Class I director at the 2025 Annual Meeting; term to 2028 if elected .
- Committee assignments: No standing committee assignments shown for FY 2025 .
- Independence: The Board determined that all directors except Ronald W. Hovsepian (CEO/Executive Chair), Michael S. Klein, and Dr. Schmitt are independent under NYSE rules; i.e., Schmitt is not independent .
- Attendance and engagement:
- FY 2025: Board held 13 meetings; each incumbent director attended ≥75% of aggregate Board/committee meetings except Lawrence H. Summers. The Board held at least four non-executive sessions and at least one independent-directors-only session .
- FY 2024: Each director attended ≥75% except Karen G. Mills (71% due to family emergency) and Lawrence H. Summers (70%) .
| Governance Metric | FY 2024 | FY 2025 |
|---|---|---|
| Board meetings held | 10 | 13 |
| Schmitt committee memberships | None | None |
| Schmitt attendance threshold | ≥75% (not listed among exceptions) | ≥75% (not listed among exceptions) |
| Independence status | Not independent (per Board determination) | Not independent (per Board determination) |
Additional context:
- Lead Independent Director cash retainer indicates Dr. Summers served as Lead Director in FY 2025 .
Fixed Compensation (Non-Employee Director, FY 2025)
Program design
- Standard annual cash retainer: $50,000; waived from Aug 1, 2024 through Aug 1, 2025 (pro-rated cash paid before waiver; additional chair/member retainers not waived) .
- Annual equity: target $200,000 value; FY 2025 grants equated to 20,306 RSUs; fair value at grant was approximately $336,064 (July 2024 grants), reflecting variance from the 90-day average methodology .
- Vesting: RSUs vest on the first anniversary of grant or the next annual meeting, whichever is earlier; directors may elect to defer settlement .
- MIH/Prosus-designated directors are not compensated .
Schmitt’s FY 2025 compensation
| Component | Amount ($) | Detail |
|---|---|---|
| Fees earned or paid in cash | 25,000 | Pro-rated portion of Annual Retainer before waiver; no committee/chair fees |
| Stock awards (RSUs) | 336,064 | 20,306 RSUs granted (e.g., July 19, 2024 for most directors); time-based vesting as above |
| Total | 361,064 | Sum of cash and equity fair value |
Grant details
| Grant | Shares | Fair Value Basis | Vesting | Deferral Option |
|---|---|---|---|---|
| Annual RSU award (FY 2025) | 20,306 | Grant-date FV approx. $16.55/share for July 2024 grants; total ~$336,064 | 1-year or next annual meeting, if earlier | Directors can elect to defer settlement until separation or change in control under the 2020 Plan |
Performance Compensation
| Award Type | Performance Metrics | Weighting | Performance Period | Payout/Mechanism |
|---|---|---|---|---|
| Annual director RSUs | None disclosed; time-based only | N/A | N/A | Vests on 1-year or next AGM schedule; no performance-criteria component |
Other Directorships & Interlocks
- Stockholder designation rights: Prosus (via MIH) holds director designation rights proportionate to ownership; Prosus Directors are not compensated by Skillsoft .
- Related-party transactions with Prosus affiliates: Off‑the‑shelf product agreements totaling ~$0.8 million over three years (renewal of prior $0.7 million 3‑year agreement), plus ~$84,000 (Mar 2024, one-year) and ~$69,000 (Apr 2025, one-year) for additional products; all approved by the Audit Committee under the Related Person Transactions Policy .
- Beneficial ownership concentration: MIH Learning B.V. beneficially owns ~41.8% of common stock .
Expertise & Qualifications
- Board skills matrices and biography highlight executive leadership, global business, and strategy experience; technology/ed‑tech exposure; and international organization experience .
- Formal qualifications list: “extensive business experience, including with international organizations,” and prior knowledge of Skillsoft through predecessor service .
Equity Ownership
| Item | Value | As of / Notes |
|---|---|---|
| Common shares beneficially owned | 5,100 | <1% of shares outstanding as of May 19, 2025 |
| Unvested RSUs outstanding | 20,306 | For each non‑employee director (other than MIH nominees) as of Jan 31, 2025 |
| Shares pledged as collateral | None | No directors or officers had pledged shares as of May 19, 2025 |
Governance Assessment
- Board independence and oversight: Schmitt is not independent under NYSE standards per the Board, alongside Hovsepian and Klein. This reduces the proportion of independent oversight in the boardroom and may be a consideration for investors focused on independence .
- Committee engagement: He held no standing committee seats in FY 2025, which limits his formal oversight channels relative to committee‑active peers .
- Attendance and engagement: He met the ≥75% attendance threshold in FY 2025 and FY 2024; the Board also held multiple executive sessions without management, indicating ongoing independent oversight processes .
- Ownership alignment: He holds common shares and annual time‑based RSUs; no pledging reported. Equity is time‑vested (no performance metrics), aligning with stock value but not explicitly to operating/TSR hurdles .
- Structural related‑party context: Prosus/MIH owns ~41.8% and has director designation rights; the Company engages in arms‑length, Audit Committee‑approved transactions with Prosus affiliates. While not tied to Schmitt personally, this concentrated ownership and recurring related‑party activity is an important governance backdrop for investors .
RED FLAGS and signals to monitor
- Not independent director status .
- No committee roles in FY 2025 .
- Concentrated shareholder influence (MIH/Prosus at ~41.8%) and recurring related‑party transactions (modest in size; Audit Committee‑approved) .