William H. Molloie, Jr.
About William H. Molloie, Jr.
Independent director (since 2022), age 60; Audit Committee Chair and designated “audit committee financial expert.” Background: Lecturer at UC San Diego Rady School of Management (since March 2021); joined PricewaterhouseCoopers in 1986 and served as assurance partner from 1997 to 2020; B.A. in accounting and finance from Temple University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers (PwC) | Assurance Partner | 1997–2020 (joined 1986) | Led audit engagements; deep financial reporting expertise |
| UC San Diego Rady School of Management | Lecturer | Mar 2021–present | Academic leadership; governance and finance instruction |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in proxy |
Board Governance
- Committee roles: Audit Committee Chair; designated financial expert; Audit Committee composed entirely of independent directors .
- Independence: Board determined Molloie is independent under Nasdaq standards .
- Attendance: Board held 16 meetings in 2024; all directors met ≥75% attendance threshold; Audit Committee held 10 meetings; Audit Committee met with auditor with and without management and recommended inclusion of audited FS in 2024 10-K .
- Risk oversight: Audit Committee assists Board in cybersecurity risk oversight; quarterly updates from management; regular executive sessions of independent directors .
| Committee | Membership | Chair | Financial Expert |
|---|---|---|---|
| Audit Committee | Member | Yes (Chair) | Yes (SEC definition) |
| Compensation Committee | Not a member | — | — |
| Nominating & Corporate Governance (NCG) | Not a member | — | — |
Fixed Compensation
| Component | 2024 Program Terms | 2024 Actual (Molloie) |
|---|---|---|
| Annual Board cash retainer | $40,000 | Part of $55,000 total cash |
| Committee chair fee (Audit) | $15,000 | Included |
| Committee member fee (non-chair) | $5,000 (per committee) | N/A (chair only) |
| Chair of Board / Lead Independent adders | $30,000 each (if applicable) | N/A |
| Total fees earned | — | $55,000 |
Performance Compensation
| Equity Award | Grant Date | Number of RSUs | Grant-Date Fair Value | Vesting / Performance Terms |
|---|---|---|---|---|
| Annual Director RSU | Jul 11, 2024 | 7,858 | $149,773 | Vests at earlier of: 12 months post-grant, next annual meeting, or change of control; immediately settles upon vest; 1 RSU = 1 share |
| Stock Award (non-open market) | May 22, 2025 | 31,250 | $0.00 price (Form 4 shows grant) | Stock award grant reported; details of vesting not disclosed in proxy; recorded as acquisition (non-open market) |
Director compensation limits: aggregate cap $750,000 per calendar year ($1,000,000 in first year on Board), inclusive of cash and equity awards, valued at grant date .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company board interlocks disclosed for Molloie |
Expertise & Qualifications
- Financial expertise; designated audit committee financial expert (SEC definition) .
- Corporate governance; technology industry exposure; risk oversight experience .
- Leadership in assurance and financial reporting from PwC partnership .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| William H. Molloie, Jr. | 24,029 | <1.0% | Includes 7,858 RSUs vesting within 60 days of Mar 25, 2025 |
Breakdown and alignment:
- Unvested RSUs outstanding at Dec 31, 2024: 7,858 .
- Options: none outstanding for non-employee directors .
- Anti-hedging and anti-pledging policies in place for directors; pre-clearance required; strengthens alignment .
- Compensation recovery (clawback) policy adopted per Rule 10D-1; recovery of erroneously awarded incentive-based compensation .
Insider Trades
| Date | Type | Security | Amount/Price | Source |
|---|---|---|---|---|
| Jul 11, 2024 | Stock award (RSUs) | Common Stock via RSUs | 7,858 at $0 | |
| May 22, 2025 | Acquisition (non-open market) | Common Stock | 31,250 at $0 |
Governance Assessment
- Strengths: Independent Audit Chair with SEC-defined financial expert status; fully independent Audit Committee; regular executive sessions; robust anti-hedging/pledging and clawback policies; active oversight of cybersecurity risk; strong engagement with external auditor and internal controls .
- Attendance: Board met 16 times in 2024; all directors met or exceeded 75% attendance; Audit Committee met 10 times, indicating active oversight by the chair .
- Alignment: Mix of cash retainer and annual RSUs with straightforward vesting; no options or pledging reported for Molloie; beneficial ownership is modest but consistent with independent director norms .
- Watch items / RED FLAGS (company context): Controlled company (Principal Stockholders hold ~69.8%), availing exemptions for Compensation and NCG Committees; related-party leases and prior credit line involving Principal Stockholder (reviewed under Related Person Transaction Policy)—places added importance on independent Audit Committee oversight led by Molloie .
- Signals to investors: Governance enhancements (proposal to allow removal of directors without cause) and majority voting for directors improve accountability; continued effectiveness depends on rigorous committee oversight amidst controlled-company structure .