Lynne Segall
About Lynne Segall
Lynne Segall (age 72) is an independent director of Kartoon Studios (TOON), serving on the Board since December 2013; her background spans senior revenue and publishing roles across entertainment media including The Hollywood Reporter, Billboard, Deadline Hollywood, and the Los Angeles Times . She is classified as “independent” under NYSE American rules and the SEC’s definition, and the Board confirms her independence status .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Hollywood Reporter & Billboard | Senior Vice President and Group Publisher | 2011–2020 | Not disclosed |
| Deadline Hollywood | Senior Vice President | 2010–2011 | Not disclosed |
| Los Angeles Times | Vice President, Entertainment, Fashion & Luxury Advertising | Jun 2006–May 2010 | Not disclosed |
External Roles
- No current public company directorships disclosed for Ms. Segall in the 2025 Proxy; her biography lists media executive roles and industry awards but no additional public boards .
Board Governance
| Governance Item | Detail |
|---|---|
| Independence | Independent director under NYSE American and SEC rules |
| Committee assignments (2024) | Audit (Member), Compensation (Chair), Nominating (Chair) |
| Board/Committee meetings in 2024 | Board: 6; Audit: 4; Compensation: 1; Nominating: 1; Investment: 1 |
| Attendance | No director attended fewer than 75% of Board and committee meetings in 2024 |
| Hedging/pledging policy | Company prohibits hedging, short sales, options trading, margin accounts, and pledging for all directors/officers |
Implications:
- Concentration of influence: Segall chairs both Compensation and Nominating while also sitting on Audit—centralizing key oversight responsibilities in one independent director (a potential governance consideration) .
- Audit environment: Her Audit Committee service spans a period of auditor changes (Baker Tilly → Mazars → Withum) and previously disclosed material weaknesses in ICFR, raising oversight salience for controls and audit quality .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $32,500 | Director fee mix is set by the Compensation Committee |
| Stock Awards (grant date fair value) | $32,500 | FASB ASC 718 valuation |
| Total | $65,000 | Sum of cash and stock awards |
Director compensation structure (policy):
- $10,000 per quarterly Board meeting attended; $10,000 for committee chair roles (Audit, Compensation, Nominating); $5,000 for committee member service; mix of cash and stock determined by the Compensation Committee .
Role-based breakdown for Segall (policy application):
- Board service ($40,000 if four meetings), plus chair fees for Nominating and Compensation ($10,000 each), and Audit Committee member fee ($5,000); the proxy’s line-item amounts for 2024 were split as $32,500 cash and $32,500 stock totaling $65,000 .
Performance Compensation
| Equity Element | 2024 Amount | Vesting/Performance Detail |
|---|---|---|
| Stock Awards (Non-employee Director) | $32,500 | Terms not itemized; no performance metrics disclosed for director equity |
- No director-level performance metrics were disclosed tied to director compensation; awards are reported as stock awards at grant-date fair value with no performance conditions listed for non-employee directors .
Other Directorships & Interlocks
- No other public-company directorships or interlocks disclosed for Ms. Segall in the 2025 Proxy .
Expertise & Qualifications
- Entertainment/media commercial leadership: SVP/Group Publisher at The Hollywood Reporter & Billboard; senior roles at Deadline Hollywood and the Los Angeles Times .
- Industry recognition: Women of Achievement (Hollywood Chamber of Commerce), Women in Excellence (Century City Chamber), Excellence in Media (National Association of Women) .
- Governance capacity: Chairs Nominating and Compensation; member, Audit (financial literacy affirmed by Board for Audit Committee members) .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership | 76,706 shares (includes 2,000 options exercisable within 60 days) |
| Options outstanding (director) | 2,000 options |
| Percent of class | <1% (starred in table) |
| Pledging/Hedging | Prohibited by Company policy for all directors/officers |
Methodology note: Beneficial ownership percentages are based on 47,784,964 shares outstanding as of March 17, 2025; options exercisable within 60 days are included per SEC methodology .
Governance Assessment
- Strengths
- Independent director with multi-committee leadership (Compensation Chair; Nominating Chair; Audit member), signaling trust from peers and influence over CEO pay, board refreshment, and audit oversight .
- Attendance at or above the Company’s 75% benchmark; Board met 6 times in 2024; committees met as listed, indicating structured oversight cadence .
- Compensation Committee’s use of an independent advisor (Zayla Partners) in 2024, with independence affirmed—positive for pay governance .
- Company-level prohibitions on hedging/pledging strengthen alignment incentives for all insiders, including directors .
- Risks/RED FLAGS to monitor
- Role concentration: Chairing both Compensation and Nominating while serving on Audit concentrates oversight authority; investors may prefer broader distribution of chair roles across independents .
- Audit context: Multiple auditor transitions in 2023–2024 and prior material weaknesses in ICFR heighten the importance of Audit Committee rigor; continued oversight remains critical for investor confidence .
- Related parties: 2023–2025 related party transactions disclosed do not involve Ms. Segall; continued monitoring advisable given the company’s broader related-party landscape .
Compliance, Independence, and Related Party Exposure
- Independence: Confirmed as an independent director by the Board under NYSE American and SEC rules .
- Section 16 compliance: Late Form 4 filings noted for two insiders (Thomopoulos, Parisi); no delinquency cited for Ms. Segall .
- Related party transactions: Disclosed items (e.g., YFE loan and agreements connected to other directors/officers) do not include Ms. Segall .
Summary Signals for Investors
- Board effectiveness: Segall’s leadership across Compensation and Nominating and participation on Audit position her as a central independent voice in pay, board composition, and financial oversight—constructive but concentrated .
- Pay alignment: Director pay mix split between cash and equity (2024: $32,500 cash / $32,500 stock) supports alignment without performance-conditions typical for directors .
- Ownership alignment: Meaningful personal holdings for a small-cap board context (76,706 shares; options 2,000) alongside strict anti-hedging/pledging policy reduces misalignment risk .
- Oversight environment: Auditor turnover and past control weaknesses underscore the importance of robust Audit Committee oversight; Segall’s presence on Audit places accountability on governance to ensure remediation and audit stability .