Ruby Sharma
SOUNDTHINKINGAbout Ruby Sharma
Independent director at SoundThinking, Inc. (SSTI); Age 58; Class III director serving since December 2021 with current term expiring at the 2026 annual meeting. She is Audit Committee Chair and designated as an “audit committee financial expert.” Education and credentials include a B.A. in Economics (Delhi University), Fellow Chartered Accountant (ICAEW), and an Executive Program at Northwestern University Kellogg School of Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RNB Strategic Advisors | Managing Partner | Sep 2018 – Dec 2022 | Strategic advisory leadership |
| Ernst & Young LLP | Senior Partner; previously Senior Manager | 2004 – 2017; 2002 – 2004 | Audit/assurance senior leadership; complex accounting expertise |
| Arthur Andersen LLP | Senior Manager | 1999 – 2002 | Audit/accounting leadership |
| Grant Thornton GmbH | Senior Manager | 1996 – 1998 | International audit experience |
External Roles
| Company/Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the proxy |
Board Governance
- Committee assignments: Audit Committee (Chair); not a member of Compensation & Human Capital or Nominating & Corporate Governance in 2024 .
- Independence: Board determined all directors other than the CEO are independent; Sharma is independent under Nasdaq rules .
- Financial expertise: Designated Audit Committee financial expert; Audit Committee report signed by Sharma (Chair) .
- Attendance: In 2024, Board met 8×; Audit 4×; Comp 9×; N&G 3×. No director attended fewer than 75% of applicable meetings; all directors at the time attended the 2024 annual meeting .
- Executive sessions: Independent director-only executive sessions are held regularly, typically at each regular Board meeting .
- Board structure: Classified board; Sharma is Class III with term through 2026 .
- Ownership guidelines: Non-employee directors must hold 3× annual cash retainer; measured each Dec 31; if not in compliance must retain at least 50% of net shares from vesting/exercise until compliant .
- Hedging/pledging: Company policy prohibits hedging, shorting, derivatives, margin, and pledging of company stock .
- Related-party transactions: Company disclosed no related-party transactions since Jan 1, 2023 meeting Item 404 thresholds .
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Board cash retainer (annual) | $40,000 | Standard non-employee director retainer |
| Audit Committee Chair cash retainer (annual) | $20,000 | Chair fee (Audit) |
| 2024 cash actually earned (Sharma) | $60,000 | Sum of board and Audit Chair retainers |
| 2024 equity grant (RSUs) – grant date fair value | $124,998 | Annual Award RSUs; time-based vesting to next AGM/1 year |
| 2024 total director compensation (Sharma) | $184,998 | Cash + equity |
Compensation mix signal: cash $60,000 vs equity $124,998 (equity-focused) .
Performance Compensation
- Non-employee director compensation has no disclosed performance-conditioned metrics; equity is time-vested RSUs (not PSUs/options) under the director policy .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| — | — | — | No other public-company boards disclosed; no interlocks identified in proxy . |
Expertise & Qualifications
- Financial reporting and audit: Senior leadership at EY; designated audit committee financial expert .
- International and Big 4 experience (EY, Arthur Andersen; Grant Thornton GmbH) .
- Credentials: Fellow Chartered Accountant (ICAEW); Kellogg Executive Program; BA Economics .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 20,761 | As of April 10, 2025; <1% of outstanding |
| % of shares outstanding | <1% | Based on 12,666,095 shares outstanding |
| RSUs outstanding (director awards) | 8,585 | RSUs outstanding as of Dec 31, 2024 |
| Ownership guidelines | 3× annual cash retainer | Applies to non-employee directors; retention policy until compliant |
| Hedging/pledging | Prohibited | Per insider trading policy |
Insider Filings
| Item | Disclosure |
|---|---|
| Section 16 filings | One late report in 2024 for Ruby Sharma; company notes several insiders had isolated late filings |
| Related-party transactions | None disclosed meeting Item 404 thresholds since Jan 1, 2023 |
Governance Assessment
-
Positives
- Independence and oversight strength: Independent director; Audit Committee Chair; designated financial expert; signed 2024 Audit Committee report recommending 10-K inclusion .
- Alignment mechanisms: Equity-heavy director pay and 3× retainer ownership guideline; hedging/pledging prohibited .
- Engagement: Meets attendance expectations; Board holds regular independent executive sessions .
- Pay-for-performance environment: Following investor outreach, say-on-pay support improved from ~68% (2023) to ~90% (2024), indicating responsiveness to shareholder feedback (macro governance tone) .
-
Watch items / RED FLAGS
- Section 16 compliance: One late Form 4 filing for Sharma in 2024 (administrative timeliness issue) .
- Classified board: Staggered terms can entrench the board; Sharma’s seat is Class III through 2026 .
Overall signal: Strong audit oversight credentials and independence with equity-aligned compensation. No related-party conflicts disclosed; minor administrative late filing noted. Shareholder responsiveness (higher say-on-pay support) supports investor confidence in board governance practices .