Andrew Geisse

About Andrew Geisse

Andrew Geisse (age 68) has served as an independent Class II director of Urgent.ly Inc. since October 2023; he is not standing for re-election and his term will end at the December 29, 2025 annual meeting . He is an Operating Partner at Bessemer Venture Partners (since 2015), former CEO of AT&T Business Solutions, former CEO of AT&T’s wireline and various wireless businesses, and former CIO of AT&T Inc.; he holds a B.A. in Mathematics and Economics (University of Missouri) and an executive MBA (Washington University Olin), plus a six-week management program at Carnegie Mellon .

Past Roles

External Roles

Board Governance

• Independence: Board affirmatively determined Geisse is independent under Nasdaq rules .
• Committee assignments:
  • Audit Committee: Member in 2023 alongside Suzie Doran (Chair) and Ryan Pollock .
  • Compensation Committee: Member in 2025 alongside Gina Domanig (Chair) and James Micali .
  • Nominating & Governance Committee: Not listed as member in 2024–2025 .
• Committee chairs: Audit—Suzie Doran; Compensation—Gina Domanig; Nominating & Governance—James Micali .
• Attendance: In 2023, the board held 17 meetings—each director attended at least 75% of board and committee meetings; in 2024, the board held 8 meetings—each director attended at least 75% .
• Board structure: Separate Chair (Micali) and CEO (Booth); board oversees risk via committees, including cybersecurity threats .

Fixed Compensation

• Policy cash retainer schedule (amended Jan 23, 2025): $50,000 board member; $20,000 board chair/lead independent; $20,000 audit chair; $10,000 audit member; $12,000 compensation chair; $6,000 compensation member; $10,000 nom/gov chair; $5,000 nom/gov member; paid quarterly, pro-rated .
• Actual director pay for FY 2023 and FY 2024:

• Mix and context:
  • FY 2024 cash of $60,000 is consistent with $50,000 board retainer plus $10,000 audit committee member fee in 2024 .
  • No meeting fees disclosed; maximum annual director compensation limit of $750,000 ($1,000,000 initial year) .

Performance Compensation

• Equity instruments: RSUs (time-based vesting); no performance-metric PSUs or options for directors .
• Change-in-control: All outstanding director awards fully vest if the director continues service through the change-in-control date (single-trigger contingent on continued service to event) .
• Award detail and vesting:

• Performance metrics table (directors): | Metric Category | Disclosure | Notes | |---|---|---| | Financial (revenue/EBITDA/TSR) | None | Director RSUs are time-based; no disclosed performance hurdles . | | ESG/other goals | None | No ESG-linked director equity metrics disclosed . | | Clawback policy coverage | Compensation committee can approve/revise clawback policy | Policy authority noted; specific director clawback terms not detailed . |

Other Directorships & Interlocks

• Potential interlocks/conflicts: No related-party transactions reported involving Geisse; related-party commercial transactions disclosed involve BMW iVentures and Enterprise affiliates, not Geisse .

Expertise & Qualifications

• 40+ years in technology and telecom; senior operating roles (CEO/CIO) at AT&T entities; cybersecurity commissioner role; investment/operator background at Bessemer .
• Audit committee experience and designation of audit committee financial expert pertains to Suzie Doran, not Geisse; Geisse served on audit and compensation committees, supporting finance and pay governance .

Equity Ownership

• Beneficial ownership (as of Nov 6, 2025):

• Hedging/pledging: Company policy prohibits hedging, short sales, derivatives, margin accounts, and pledging of Company securities .
• Section 16 compliance: No delinquent filings for directors and officers in FY 2024 (one late Form 4 related to Volkow only) .

Governance Assessment

• Strengths:

  • Independent director with deep telecom and cybersecurity expertise; service on audit (2023) and compensation (2025) committees supports board effectiveness .
  • Attendance thresholds met; board separates Chair/CEO roles; robust insider trading, hedging, and pledging prohibitions .
  • Director equity is time-based RSUs; change-in-control acceleration is disclosed and standard for director awards .

• Watch items:

  • Not standing for re-election; board size to shrink to six, potentially reducing committee bench depth—monitor succession and committee capacity .
  • Change-in-control single-trigger vesting (contingent on service through event) can be shareholder-unfriendly if not balanced by robust director independence and performance oversight—note the absence of performance-based director equity .
  • Historical connection to Otonomo (pre-merger) warrants ongoing vigilance for any perceived interlocks; no related-party transactions disclosed involving Geisse .

• RED FLAGS: None disclosed specific to Geisse (no related-party dealings, pledging, hedging, or attendance issues reported) .