Ann Hand
About Ann Hand
Ann Hand, 56, is Executive Chair of Super League Enterprise (SLE) since April 1, 2025, after serving as CEO and Chair from June 2015 to March 31, 2025 and President from June 2015 to January 13, 2023 . She previously was CEO and a director of Project Frog (2009–2015) and held senior executive roles at BP plc including SVP Global Brand Marketing & Innovation (2005–2008) and Chief Executive of the Global Liquefied Gas Business Unit overseeing $3B revenue across 15 countries . Recent operating performance showed revenues declined from $25.1M in FY2023 to $16.2M in FY2024, while EBITDA improved from -$17.0M to -$14.3M* ; FY2024 revenue: S&P Global citation ; EBITDA values from S&P Global*]. Ms. Hand holds a BA in Economics (DePauw) and an MBA (Kellogg), with executive education at Cambridge, Harvard, and Stanford; she has been recognized by Goldman Sachs, Fortune, and Fast Company for entrepreneurship and creativity .
Note: EBITDA values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BP plc | SVP, Global Brand Marketing & Innovation | 2005–2008 | Led award-winning integrated marketing across BP, Castrol, Arco, am/pm, Aral; oversaw portfolio B2C/B2B brands |
| BP plc | Chief Executive, Global Liquefied Gas Business Unit | 1998–2008 | Full P&L across 15 countries, 3,000 staff, ~$3B annual revenue; operations, logistics, sales, marketing |
| Project Frog | CEO and Director | 2009–2015 | Scaled venture-backed platform for healthier, greener, affordable buildings |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Project Frog | CEO and Director | 2009–2015 | Led product/brand strategy and growth for modular building solutions |
| Industry Recognition | Awards (GS 100 Most Intriguing Entrepreneurs; Fortune Top 10 Most Powerful Women Entrepreneurs; Fast Company 100 Most Creative) | 2011–2014 | External validation of innovation and leadership |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $425,000 | $425,000 | $425,000; 10% reduction May 1–Dec 31, 2025 per Salary Reduction agreement |
| Health Insurance Premium Coverage | Company pays 90% for Ms. Hand and dependents | Company pays 90% | Company pays 90% |
| Annual Bonus Paid ($) | $206,000 (discretionary) | $0 (milestones not achieved) | N/A (Salary reduction arrangement includes contingent bonus eligibility in Q1 2026) |
| Other Cash | — | — | If terminated without cause before Dec 31, 2025, remaining 2025 salary accelerated and paid at termination |
Performance Compensation
Annual Bonus Program
| Year | Metric Basis | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|
| 2023 | Pre-determined milestones; committee discretion | Not disclosed | Achieved (per committee decision) | $206,000 | Cash (paid) |
| 2024 | Pre-determined milestones | Not disclosed | Not achieved | $0 | N/A |
Equity Awards – PSUs
| Grant/Action | Units | Performance Metric | Vesting Schedule | Term | Notes |
|---|---|---|---|---|---|
| Original PSU grant under 2014 Plan | 1,125 | 60-Day VWAP thresholds: $3,800; $4,800; $5,600; $6,400; $7,200; 20% vests at each threshold | Market-condition based (20% at each price level) | During Hand Initial Term | Granted in lieu of annual equity grants during Hand Initial Term |
| Modification approved Apr 30, 2023 | 1,125 | 60-Day VWAP thresholds reset: $640; $800; $960; $1,120; $1,280; 20% at each level | Market-condition based (20% at each revised price) | Five-year term from modification approval | Prior PSUs canceled and replaced; modification under ASC 718 |
Equity Awards – Options
| Grant/Action | Shares | Exercise Price | Vesting | Expiration/Term | Acceleration |
|---|---|---|---|---|---|
| Option exchange effective Sep 7, 2023 | 3,750 | $392.00 | 1/3 vested on 9/7/2023; remainder vests monthly over 36 months | 4/27/2033 | Standard; no special acceleration disclosed in exchange |
| Addendum grant (subject to 2025 Plan approval; approved Jun 9, 2025) | 8,250 | $5.08 | Vests in full on Dec 31, 2025 | Not specified beyond vesting date | Accelerates upon change of control of a majority of Company capital stock |
Equity Awards – RSUs
| Grant | Units | Vesting | Acceleration |
|---|---|---|---|
| Addendum grant (subject to 2025 Plan approval; approved Jun 9, 2025) | 8,250 | Vests in full on Dec 31, 2025 | Accelerates upon change of control of a majority of Company capital stock |
Equity Ownership & Alignment
| As of Sep 18, 2025 | Shares Owned (Common) | Exercisable Derivative Securities (within 60 days) | Total Beneficially Owned | % of Voting Common Outstanding | Notes |
|---|---|---|---|---|---|
| Ann Hand | 525 | — | 525 | Less than 1% | Excludes 2,500 stock options, 8,750 RSUs, and 1,125 PSUs not vesting within 60 days |
Outstanding Equity Awards at FY2024 Year-End (position detail)
| Instrument | Exercisable | Unexercisable | Exercise Price | Expiration | Unvested Stock/PSUs |
|---|---|---|---|---|---|
| Options (9/7/2023 grant after exchange) | 2,362 | 1,388 | $392.00 | 4/27/2033 | — |
| PSUs (modified 4/30/2023) | — | — | — | — | 1,125 PSUs outstanding |
Policies and alignment:
- Insider Trading Policy is adopted; proxy references filing of the policy as Exhibit 19.1 to FY2024 Form 10-K . No explicit public disclosure in proxy of pledging/hedging prohibitions or director/executive ownership guidelines; not disclosed in DEF 14A .
- Near-term potential supply: 8,250 RSUs and 8,250 options vest in full on Dec 31, 2025, creating concentrated vesting and possible selling pressure around that date .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement (effective Jan 5, 2022; initial term through Dec 31, 2024; auto-renew one-year terms exercised Jan 1, 2025) | Role: CEO/President/Chair (during initial term), later Executive Chair; base salary $425,000; annual cash bonus at Compensation Committee discretion; 90% company-paid health insurance; reimbursement of reasonable business expenses; participation in annual variable compensation plan |
| Addendum No. 1 (effective Apr 1, 2025; term through Dec 31, 2025) | Executive Chair; grants 8,250 options @ $5.08 and 8,250 RSUs, both vesting Dec 31, 2025; acceleration on change of control; retains $425,000 salary; if terminated without cause before Dec 31, 2025, remaining 2025 salary accelerated and paid at termination |
| Severance (termination without Cause or for Good Reason) | Accrued obligations; cash equal to greater of 18 months base salary or remaining payments due under term; immediate vesting of time-based options/RSUs set to vest over 18 months post-termination; 338 PSUs immediately vest |
| Severance (termination with Cause or without Good Reason) | Only salary and benefits accrued prior to termination date; no additional severance |
| Change-of-Control | Addendum awards (2025 options/RSUs) accelerate upon change of control of a majority of capital stock (single-trigger acceleration) |
| Salary Reduction Agreement | 10% salary reduction from May 1, 2025 through Dec 31, 2025; contingent bonus eligibility for Q1 2026 equal to 10% of salary as of Apr 30, 2025 multiplied by eight months (paid timing subject to Board determination based on financial position) |
Board Governance
- Board service: Director since 2015; currently Executive Chair (Class III), term expiring at 2026 annual meeting; no committee memberships listed for Executive Chair .
- Committee structure: Compensation Committee chaired by Mark Jung; members include Jeff Gehl and Kristin Patrick; Audit Committee chaired by Jeff Gehl; Nominating & Governance chaired by Mark Jung; Strategic Committee memberships for Gehl, Keller (historical), Patrick, Breen as indicated .
- Board leadership: Company separates CEO and Executive Chair roles; Executive Chair sets agendas and presides over meetings, provides guidance to CEO; flexibility to combine or separate roles depending on circumstances .
- Independence considerations: Ms. Hand is non-independent (Executive Chair) and is the first cousin of director Jeff Gehl; Board determined four of five existing directors are independent under Nasdaq rules (Gehl, Jung, Breen, Patrick) with Ms. Hand non-independent; familial relationship disclosed .
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD) | $25.08M * | $16.18M * |
| EBITDA ($USD) | -$17.00M* | -$14.29M* |
- Values retrieved from S&P Global.
Context:
- FY2024 executive bonus program paid no bonuses due to missed pre-determined milestones; 2023 bonuses were awarded at committee discretion .
- Equity award structure for Ms. Hand is heavily market-condition based (VWAP PSUs), with 2023 modification resetting thresholds materially lower and adding a five-year term; options exchanged in 2023 to a single grant with 36-month vesting; 2025 addendum concentrates vesting on Dec 31, 2025 (options and RSUs), with change-of-control acceleration .
Investment Implications
- Pay-for-performance alignment mixed: bonus outcomes aligned to milestones (no payout in 2024), but equity alignment shows market-condition PSUs that were materially modified with lower VWAP hurdles in 2023—an award modification that can signal pay design flexibility and potential misalignment risk if thresholds are easier to attain .
- Near-term vesting overhang: 8,250 RSUs and 8,250 options vest in full on Dec 31, 2025, creating a concentrated supply event and possible insider selling pressure around year-end; change-of-control accelerates these awards (single-trigger), which could magnify dilution/timing concerns in transactional scenarios .
- Low skin-in-the-game: Ms. Hand beneficially owns 525 common shares (<1%), with substantial unvested awards excluded from 60-day beneficial count, indicating limited immediate alignment via owned stock versus unvested equity; ownership guidelines and pledging/hedging restrictions are not disclosed in the proxy .
- Severance and acceleration economics: Without-cause/Good Reason severance equals the greater of 18 months salary or remaining term, plus immediate vesting of time-based awards scheduled to vest over 18 months and 338 PSUs—generous terms that could reduce retention risk but raise shareholder cost on separation; addendum awards accelerate on change-of-control without requiring termination (single-trigger) .
- Governance watchpoints: Dual-role implications moderated by separation of CEO/Executive Chair, but familial ties with Audit Committee Chair (Gehl) warrant continued monitoring of independence perceptions and compensation oversight discipline .
