Phil Grandinetti
About Phil N. Grandinetti III
Phil N. Grandinetti III (age 53) is an independent Class II director at SenesTech, Inc. (SNES), serving since November 2020; he holds a J.D. from the University of San Diego School of Law and a B.A. in Economics and Political Science from the University of Iowa, with core credentials in retail sales, marketing, and new product commercialization . He co-founded WITHit, a wearable tech accessory company, in 2013 and serves as its Chief Customer Officer; prior roles include VP of Sales at LightWedge (2005–2013) and SVP Worldwide Sales at GSM Products (2002–2005), providing consumer products leadership experience relevant to SNES’s commercialization focus .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WITHit (wearable tech accessories) | Co-Founder; Chief Customer Officer | 2013–Present | Commercialization and retail partner development |
| LightWedge | Vice President of Sales | 2005–2013 | Global sales leadership in e-reader/tablet accessories |
| GSM Products | Senior Vice President, Worldwide Sales | 2002–2005 | Expanded into Canada, Mexico, U.K., Pacific Rim; led growth |
External Roles
- No other public-company directorships disclosed in SNES’s proxy; WITHit is cited as his current operating role .
Board Governance
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance (NCG) Committee member .
- Chair roles: None disclosed; Compensation Committee chaired by Jamie Bechtel; NCG chaired by Matthew Szot .
- Independence: Board determined Grandinetti is independent under Nasdaq rules .
- Attendance: All directors attended >75% of meetings in 2024; Board held 4 meetings, Audit 4, Compensation 9, NCG 5 .
- Election outcomes (engagement signal): Re-elected as Class II director on July 11, 2024 with 633,287 votes for, 261,070 withheld; 1,431,572 broker non-votes .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Cash paid (FY2024) | $15,000 | Disclosed cash paid; he elected $7,000 of cash compensation in option awards in 2024 |
| Program: Board annual cash retainer | $27,000 | Adopted April 2024 |
| Program: Committee chair cash retainer | $15,000 (Audit/Comp/NCG) | Not applicable to Grandinetti (not a chair) |
| Program: Committee member cash retainer | $5,000 per committee (Audit/Comp/NCG) | Applies to Compensation and NCG memberships |
Performance Compensation
| Equity Award Metric | FY2024 Details | Vesting/Terms |
|---|---|---|
| Option awards fair value (FY2024) | $39,776 | Aggregate grant date fair value under ASC 718 |
| Annual director option grant policy | 0.75% of common stock outstanding on fully diluted basis at grant | Grant date Aug 27, 2024; exercise price = closing market price; vests quarterly over ~1 year; 5-year term |
| Options outstanding (at 12/31/2024) | 15,671 | Total options held as of year-end |
- No performance metric targets (e.g., revenue growth, EBITDA, TSR) are disclosed for director pay; director equity is service-based with standardized vesting .
Other Directorships & Interlocks
- No external public-company boards or disclosed interlocks; internal committee overlap only (Compensation and NCG) .
Expertise & Qualifications
- Consumer products commercialization, retail channel strategy, and sales leadership across WITHit, LightWedge, and GSM Products; formal legal training (J.D.) supports governance and compliance acumen .
Equity Ownership
| Holder | Common Shares | Options/Warrants Exercisable or Vesting ≤60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Phil N. Grandinetti III | — | 15,671 | 15,671 | <1% (*) |
(*) Less than 1% indicated by proxy; percentages based on 1,775,930 shares outstanding as of April 10, 2025 .
Governance Assessment
- Independence and committee service: Independent director with roles on Compensation and NCG committees; enhances oversight of executive pay structures and board composition/governance norms .
- Attendance/engagement: Met >75% attendance threshold; board and committees carried substantive workload in 2024 (Compensation 9 meetings), indicating active committee oversight .
- Compensation mix and alignment: 2023 compensation was equity-only ($60,000 options; $0 cash), while 2024 shifted to mixed cash/equity ($15,000 cash; $39,776 options), with an explicit election to take $7,000 of cash in options—signals alignment through equity, while adopting updated cash program structure .
- Ownership alignment: Beneficial ownership comprises exercisable/near-term options; no common shares disclosed; position remains <1%—equity exposure via options provides some alignment but limited outright share ownership .
- Conflicts/related-party exposure: No related-party transactions requiring Item 404 disclosure for 2023–2024; board adopted policies to pre-clear any such transactions via Audit Committee . Independence determinations noted separate consulting relationship with another director’s entity (Kito Impact Foundation), not involving Grandinetti .
- Compliance signals: Section 16 filings timely in 2024; in 2023, several directors (including Grandinetti) filed a Form 4 one day late—administrative minor lapse, not a material governance issue .
- Shareholder support: 2024 re-election vote indicates majority support, with a meaningful withheld vote count; continued engagement advisable with investors on board effectiveness .
Director Compensation Trend Snapshot
| Metric | FY2023 | FY2024 |
|---|---|---|
| Cash fees | $0 | $15,000 |
| Option awards (fair value) | $60,000 | $39,776 |
| Total | $60,000 | $54,776 |
Vote Results (Engagement)
| Meeting Date | Item | For | Withheld/Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|---|
| Jul 11, 2024 | Elect Phil Grandinetti (Class II) | 633,287 | 261,070 | — | 1,431,572 |
| Jun 9, 2025 | Say-on-Pay (FY2024) | 172,517 | 87,093 | 4,775 | 649,957 |
RED FLAGS
- Modest withheld votes at 2024 election warrant monitoring of shareholder concerns on board effectiveness .
- Minor Section 16 timing lapse (single-day late Form 4 in 2023) noted for multiple directors, including Grandinetti; administrative rather than structural .
Policy & Controls References
- Executive Officer Clawback Policy administered by Compensation Committee .
- Anti-hedging: Company discourages hedging/monetization transactions; no pledging disclosures specific to Grandinetti .
- Insider trading policy in place; Section 16 compliance affirmed for 2024 .
Notes
- Director equity grants in 2024 were options granted August 27, 2024, at the closing market price, vesting quarterly over one year, with five-year terms; each director could elect cash-to-equity substitutions subject to plan share availability .
- Other public-company roles for Grandinetti are not disclosed in SNES filings; WITHit is presented as his external operating role .
