Humphrey Polanen
About Humphrey P. Polanen
Humphrey P. Polanen is an independent director of TruGolf Holdings, Inc. and serves as chair and financial expert of the Audit Committee, with additional membership on the Compensation and Nominating & Corporate Governance Committees . He is 75, holds a B.A. from Hamilton College and a J.D. from Harvard University, and has decades of executive, investment, and board experience in technology and financial services, including roles at Sun Microsystems, Tandem Computers, Internet Venture Partners BV, Heritage Commerce Corp., St. Bernard Software, TechFlow Inc., and as CEO/managing member of NeoVista Ventures LLC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sun Microsystems | Executive positions | Not disclosed | Senior operating experience in technology |
| Tandem Computers | Executive positions | Not disclosed | Senior operating experience in technology |
| Internet Venture Partners BV | Managing Director | 2000–2004 | Venture investing leadership |
| St. Bernard Software (public) | Director; former Chairman | Not disclosed | Internet security company governance leadership |
| Corporate Law Practice | Attorney | >10 years | Corporate law foundation |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Heritage Commerce Corp (Nasdaq: HTBK) | Director | 1994–Apr 2016 | Public |
| TechFlow Inc. | Director | Since Jun 2016 | Private |
| NeoVista Ventures LLC | CEO & Managing Member | Current | Private (healthcare-focused holding co.) |
Board Governance
- Committee assignments:
- Audit Committee: Chair; committee is fully independent; Polanen designated financial expert .
- Compensation Committee: Member; chaired by AJ Redmer; written charter .
- Nominating & Corporate Governance Committee: Member; chaired by Riley Russell .
- Independence: Board adheres to Nasdaq independence standards; Polanen identified as independent under applicable standards .
- Controlled company: TruGolf is a “controlled company” with ~88.6% voting power held by insiders (Christopher Jones, Steven R. Johnson, David Ashby); while not currently using exemptions, the company may do so in the future .
- Family relationships and selection arrangements: None disclosed among directors/executives; no arrangements with major shareholders or others for director selection .
- Attendance and executive sessions: Not disclosed in the reviewed filings.
Fixed Compensation
| Component | 2025 Disclosure |
|---|---|
| Annual cash retainer (director) | Not disclosed; Board intends to adopt a non-employee director compensation policy |
| Committee membership fees | Not disclosed |
| Committee chair fees | Not disclosed |
| Meeting fees | Not disclosed |
Performance Compensation
| Component | Grant detail | Vesting | Metrics tied |
|---|---|---|---|
| RSUs/PSUs (director) | Not disclosed | Not disclosed | Not disclosed |
| Options (director) | Not disclosed; no option footnote for Polanen in beneficial ownership rows reviewed | Not disclosed | Not disclosed |
No performance metric framework (TSR/EBITDA/ESG) for director compensation was disclosed in the filings reviewed .
Other Directorships & Interlocks
| Company | Relationship to TRUG | Notes |
|---|---|---|
| Heritage Commerce Corp (HTBK) | None disclosed | Prior public company directorship (1994–2016) |
| St. Bernard Software | None disclosed | Former Chairman; public Internet security company |
| TechFlow Inc. | None disclosed | Director since 2016 |
| NeoVista Ventures LLC | None disclosed | External executive role |
- Related-party transactions: Filings state no transactions with affiliates except as disclosed in SEC documents; no Polanen-specific related-party transactions are disclosed in the reviewed documents .
- Interlocks with TRUG competitors/suppliers/customers: Not disclosed.
Expertise & Qualifications
- Financial expertise: Audit Committee financial expert designation .
- Technology and operations: Executive experience at Sun Microsystems and Tandem Computers; venture and PE roles .
- Legal: J.D., >10 years corporate law practice .
- Industry breadth: Banking (Heritage Commerce), cybersecurity (St. Bernard Software), IT services (TechFlow) .
Equity Ownership
| Metric | May 2025 (pre-reverse split) | Aug 2025 (post-reverse split) |
|---|---|---|
| Shares beneficially owned | 155,000 | 3,100 |
| % of Class A outstanding | <1% | <1% |
| % of total voting power | <1% | <1% |
- Context: Company classified as a controlled company; insiders hold majority voting power via Class B shares (25 votes per share) .
- Pledging/hedging: No pledging/hedging disclosures for Polanen in reviewed filings .
Governance Assessment
- Positives:
- Independent audit chair and designated financial expert, enhancing financial oversight .
- Broad external governance experience across public and private boards, with legal and technology credentials .
- No family relationships or selection arrangements disclosed, supporting independence of director appointments .
- Risks and red flags:
- Controlled company status concentrates voting power, potentially weakening minority shareholder influence and enabling future exemptions from certain governance requirements .
- Capital structure actions (reverse split; large authorized share increase; dilutive preferred structures) raise dilution and governance risk context for all directors overseeing investor protections .
- No disclosure of director pay details or attendance, limiting assessment of pay-for-performance alignment and engagement .
Overall: Polanen’s audit leadership and financial expertise are governance strengths. However, TRUG’s controlled-company profile and ongoing capital structure changes elevate investor-protection risk, making robust committee oversight and clear disclosure vital to investor confidence .