Roberta Jacobson
SOUNDTHINKINGAbout Roberta Jacobson
Ambassador Roberta Jacobson, age 65, has served as an independent director of SoundThinking, Inc. since July 2021. She is a former U.S. Ambassador to Mexico (2016–2018) and Assistant Secretary of State for Western Hemisphere Affairs (2012–May 2016), holds a B.A. from Brown University and an M.A. in Law and Diplomacy from Tufts University’s Fletcher School, and was appointed a Class II nominee for re-election at the 2025 Annual Meeting based on her international business and diplomatic expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of State | Assistant Secretary for Western Hemisphere Affairs | 2012 – May 2016 | Senior leadership in hemispheric policy |
| U.S. Department of State | U.S. Ambassador to Mexico | May 2016 – May 2018 | Chief of mission; cross-border security/economic ties |
| National Security Council | Coordinator for the U.S. Southern Border (100-day term) | Jan 2021 – Apr 2021 | Interagency coordination for border policy |
| Biden Presidential Transition | Agency Review Team member (State Department) | Nov 2020 – Jan 2021 | Supported State Dept. transition planning |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dinámica Americas | Founding Partner | Since Sep 2023 | Global business strategy firm |
| Dentons Global Advisors/Albright Stonebridge Group | Senior Advisor, Western Hemisphere | Nov 2018 – Sep 2023 | Strategic advisory |
| University of Chicago Institute of Politics | Pritzker Fellow | 2018 | Teaching/engagement role |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent; Jacobson is independent under Nasdaq standards .
- Class/tenure: Director since July 2021; Class II (nominated for term ending 2028) .
- Committee assignments (2024):
- Compensation & Human Capital Committee: Member (9 meetings in 2024) .
- Nominating & Corporate Governance Committee: Member (3 meetings in 2024) .
- Attendance: Board met 8 times in 2024; no director attended fewer than 75% of Board and committee meetings on which they served .
- Board leadership: Independent Chair (Deborah A. Grant effective immediately prior to the 2025 Annual Meeting); regular executive sessions of independent directors .
Committee Detail (2024)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation & Human Capital | Member | 9 |
| Nominating & Corporate Governance | Member | 3 |
Fixed Compensation (Director; 2024)
| Item | 2024 Amount ($) | Notes |
|---|---|---|
| Annual Board retainer | 40,000 | Non-employee director retainer per policy |
| Compensation & Human Capital (member) | 5,000 | Non-chair member fee |
| Nominating & Corporate Governance (member) | 3,000 | Non-chair member fee |
| Total cash actually paid (reported) | 48,000 | Matches policy components |
Performance Compensation (Director; 2024)
| Item | 2024 Value | Vesting/Terms |
|---|---|---|
| Annual RSU grant (fair value) | 124,998 | Annual Award; RSUs vest at earlier of first anniversary or next annual meeting |
| RSUs outstanding (12/31/2024) | 8,585 units | Unvested RSUs outstanding as of year-end |
| Options outstanding | None | Only Morial held director options; none indicated for Jacobson |
Equity structure signals alignment: annual time-vested RSUs for directors with full acceleration upon change in control under specific conditions; no stock options for directors generally .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Jacobson .
- Compensation Committee interlocks: None; no executive/comp committee cross-directorships disclosed .
Expertise & Qualifications
- Education: B.A., Brown University; M.A. in Law and Diplomacy, Tufts Fletcher School .
- Domain expertise: International business and diplomatic affairs; Board cites these as key qualifications .
Equity Ownership
| Metric | Value | As Of |
|---|---|---|
| Total beneficial ownership (shares) | 21,174 | April 10, 2025 |
| Ownership as % of outstanding | <1% | April 10, 2025 |
| RSUs outstanding | 8,585 units | Dec 31, 2024 |
| Hedging/Pledging policy | Prohibited (no hedging, shorting, pledging, or margin) | Policy |
| Director ownership guideline | 3x annual cash retainer; retain 50% of net shares until compliant (measured each Dec 31) | Policy |
Say-on-Pay & Shareholder Feedback (Context for Governance)
- 2023 say-on-pay support: ~68% of votes cast; led to program changes (more formulaic bonus metrics; added PSUs) .
- 2024 say-on-pay support: ~90% approval after changes .
- 2025 say-on-pay vote (8-K 5.07): For 8,718,378; Against 202,797; Abstentions 28,129; Broker non-votes 1,028,961 (approved) .
Related Party, Compliance, and Risk Indicators
- Related-party transactions: None meeting Item 404 threshold since Jan 1, 2023 .
- Section 16 compliance: One late Section 16 report for Ambassador Jacobson (covering one transaction) noted for 2024 (Company states all others complied except limited late filings listed) .
- Clawback/controls: Company adopted Dodd-Frank–compliant clawback policy (Nov 2023) and prohibits hedging/pledging, supporting alignment .
Compensation Committee Analysis (Relevance to Jacobson’s Committee Work)
- Committee independence: All members (including Jacobson) are independent and non-employee directors .
- Consultant: Uses Aon Reward Solutions as independent advisor; Aon reports directly to the committee .
- Design changes: Introduced formulaic annual bonus metrics (revenue growth, Adjusted EBITDA margin, revenue retention, NPS, Great Place to Work) and 50% PSU mix with 2026 revenue and Adjusted EBITDA goals, replacing options—changes that drove higher say-on-pay support .
Governance Assessment
- Strengths for investor confidence:
- Independent status, dual committee roles (Compensation & Human Capital; Nominating & Governance), and strong attendance record support board effectiveness .
- Director pay is balanced (cash retainer/committee fees + time-vested RSUs) and consistent with policy; ownership guidelines and anti-hedging/pledging policy align incentives .
- No related-party transactions; improved say-on-pay outcomes after compensation governance changes; 2025 votes indicate strong investor support .
- Watch items:
- Minor compliance note: one late Section 16 filing for Jacobson in 2024; not unusual but worth monitoring for timely reporting going forward (RED FLAG: administrative) .