Linda Jenkinson

About Linda Jenkinson

Linda Jenkinson, 63, is Vice Chair and a director of USBC, appointed August 6, 2025. She brings over 25 years of global governance experience across NASDAQ, NZX, and ASX, spanning audit/risk, capital, remuneration, and nominating committees. She holds a B.B.S. from Massey University, is a New Zealand/Australia Chartered Accountant, and earned an MBA from Wharton; she previously co-founded Dispatch Management Services (NASDAQ: DMSC) with Greg Kidd and led LesConcierges. At USBC, she serves as Chair of the Nominating and Corporate Governance Committee; USBC classifies only four directors as independent (Owens, Pepper, Ellingson, Takesako), so Ms. Jenkinson is not listed as independent under NYSE American rules .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Nominating & Corporate Governance; members: Jenkinson (Chair), Ellingson, Pepper, Takesako .
• Other committees: Audit Committee (Pepper, Chair; Owens; Takesako); Compensation Committee (Owens, Chair; Pepper; Takesako) .
• Independence status: USBC identifies four independent directors (Owens, Pepper, Ellingson, Takesako); Ms. Jenkinson is not listed as independent .
• Attendance and engagement: In the last fiscal year, the Board met 3 times and acted by consent 13 times; each director attended at least 75% of aggregate Board and committee meetings .
• Tenure on USBC board: Appointed Aug 2025; standing for election in 2025 slate .
• Leadership structure: Combined Chair/CEO roles (Robert Gregory Kidd); no lead independent director (Lead Director is Ronald P. Erickson, an employee director) .
• Controlled company: Goldeneye 1995 LLC (Robert Gregory Kidd) holds a majority of voting power; USBC utilizes “controlled company” exemptions (e.g., committees not fully independent) .

Meetings & Attendance Snapshot

Fixed Compensation

Note: Ms. Jenkinson was appointed in August 2025; director compensation amounts specific to her for FY2024 are not disclosed in the proxy’s director compensation table (which covers FY2024 incumbents) .

Performance Compensation

• No performance‑based director compensation or director‑specific performance metrics are disclosed. Equity awards to directors are granted under the 2021 Equity Incentive Plan, which permits use of performance criteria at the plan administrator’s discretion, and authorizes repricing/exchange programs subject to board/committee approval if shareholders approve the amendments .

Other Directorships & Interlocks

• Relationship signal: Ms. Jenkinson co‑founded DMSC with Robert Gregory Kidd, who is now USBC’s Chairman/CEO and controlling shareholder via Goldeneye 1995 LLC — a potential alignment and oversight consideration in a controlled company context .

Expertise & Qualifications

• Education: B.B.S. (Data Processing, Accounting & Finance) – Massey University; MBA – Wharton; Chartered Accountant (NZ/Australia) .
• Domain expertise: Governance across audit, risk, remuneration, nominating; financial services and medtech; cross‑exchange public board experience .
• Operating and strategic credentials: Co‑founder/CEO roles (DMSC; LesConcierges); 11 years as strategy consultant and A.T. Kearney Partner building financial services practice .

Equity Ownership

• Anti‑hedging/pledging: Hedging prohibited; margin/pledged shares capped at 25% of total holdings for employees/directors .
• Ownership guidelines: Director stock ownership guidelines not disclosed .

Governance Assessment

• Positives

  • Deep governance and committee leadership across multiple public companies; brings remuneration and audit oversight experience beneficial to USBC’s committee work .
  • Chairs Nominating & Corporate Governance, with responsibility for director selection, governance policies, and related‑party approval — a critical control in a controlled company environment .
  • Board reported minimum 75% attendance by all directors and formal committee activity (Audit and Compensation met 4x each) — baseline engagement .
  • Company policies include insider trading, anti‑hedging, anti‑pledging limits, and an executive compensation clawback policy — foundational governance controls .

• RED FLAGS / Watch items

  • Controlled company status with majority voting power held by Goldeneye 1995 LLC (Robert Gregory Kidd) reduces governance protections (e.g., committees not fully independent) and elevates oversight risk; Ms. Jenkinson is not listed as independent .
  • Combined Chair/CEO roles with no lead independent director; board leadership concentration may impair independent challenge and board effectiveness .
  • Equity plan amendments enable option/SAR repricing and large evergreen increases (to 15,000,000 shares annually), which can dilute shareholders and weaken pay‑for‑performance discipline if misused; a notable governance risk for investor confidence .
  • Prior co‑founding relationship with the controlling shareholder (Greg Kidd) raises potential perceived conflicts; mitigations should include robust recusals and committee independence for related‑party matters .

• Implications for investors

  • Ms. Jenkinson’s committee leadership and governance pedigree are strengths; however, lack of independence designation and the controlled company structure heighten the need for clear recusals, transparent related‑party review, and rigorous nomination practices to maintain investor confidence .