Amy Wilkinson
About Amy Wilkinson
Amy M. Wilkinson (age 52) has served as an independent director of INNOVATE Corp. (NYSE: VATE) since August 2022. She sits on the Audit and Compensation Committees and is designated by the Board as an “Audit Committee financial expert.” Wilkinson is the founder and CEO of Ingenuity (an innovation advisory firm), a Lecturer in Management at Stanford Graduate School of Business, and author of “The Creator’s Code.” Her prior experience includes a White House Fellowship and Senior Policy Advisor role to the U.S. Trade Representative, leadership roles at McKinsey & Company and J.P. Morgan, and founding Alegre; she holds BA and MA degrees from Stanford and an MBA from Stanford GSB .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grover (consumer tech) | Board Member and Observer | 2019–2023 | Technology/consumer insight; governance exposure |
| U.S. Trade Representative (USTR) | Senior Policy Advisor; White House Fellow | Not disclosed in proxy | Public policy and trade expertise |
| McKinsey & Company | Leadership roles | Not disclosed in proxy | Strategy and operations experience |
| J.P. Morgan | Leadership roles | Not disclosed in proxy | Finance exposure |
| Alegre (international export) | Founder | Not disclosed in proxy | Entrepreneurial/operator background |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Ingenuity | Founder & CEO | Not disclosed in proxy | Advises Fortune 500 clients on innovation |
| Stanford Graduate School of Business | Lecturer in Management | Not disclosed in proxy | Academic engagement in leadership/entrepreneurship |
| Hut 8 Corp. (NASDAQ: HUT) | Director | 2022 | Public company directorship (digital infrastructure/crypto mining) |
Board Governance
| Attribute | Detail |
|---|---|
| Independence status | Board affirmed Wilkinson is independent under NYSE standards (Feb 2025 review) |
| Committees | Audit Committee (member); Compensation Committee (member) |
| Committee chair roles | None (Audit Chair: Goldstein; Compensation Chair: Gfeller; Nominating Chair: Glazer) |
| Audit Committee financial expert | Yes (Board determined Wilkinson qualifies under Item 407(d)(5) of Reg S-K) |
| Board meetings held (2024) | 11 meetings; each director attended >75% of Board and committee meetings served |
| Committee meetings (2024) | Audit: 5; Compensation: 8; Nominating & Governance: 2 |
| Annual Meeting attendance | All directors and nominees attended 2024 Annual Meeting |
Fixed Compensation
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Amy M. Wilkinson | 67,875 | 90,000 (RSA grant-date fair value) | 157,875 |
Director cash fee schedule (policy):
- Annual cash: $52,500 per non-employee director; Audit member $9,375; Compensation member $6,000; Nominating member $4,500; Audit Chair $18,750; Compensation Chair $12,000; Nominating Chair $9,000; Lead Independent/Non-Exec Chair $23,625; reimbursed expenses; 2023 Q3–Q4 fees were deferred and paid in 2024 .
Performance Compensation
| Element | Detail |
|---|---|
| Annual equity | Restricted stock awards (RSAs) with $90,000 grant-date fair value per non-employee director |
| Grant date | June 18, 2024 |
| Grant valuation basis | Closing price $5.59 on 6/18/2024 (as adjusted for reverse stock split) |
| Shares granted (aggregate to all four non-employee directors) | 16,101 shares total |
| Vesting | 100% on the earlier of June 18, 2025 or the first regular annual meeting following grant, subject to continued service |
| Performance metrics | None disclosed for director equity; RSAs are time-based (no TSR/financial/ESG hurdles) |
Other Directorships & Interlocks
| Company/Organization | Role | Overlap/Interlocks |
|---|---|---|
| Hut 8 Corp. (NASDAQ: HUT) | Director since 2022 | No disclosed commercial transactions with VATE; no interlock noted |
| Grover | Board Member and Observer (2019–2023) | Private company; no VATE-related transactions disclosed |
| Stanford GSB; Ingenuity | Lecturer; Founder/CEO | External roles; Board independence affirmed (no material conflicts identified) |
- Related-party context: The proxy discloses multiple related-party items involving the Chairman (Avram A. Glazer) and Lancer Capital (subleases/assignments; convertible notes holdings). No related-party transactions are attributed to Wilkinson in the filing .
Expertise & Qualifications
- Entrepreneurial/operator: Founder & CEO (Ingenuity); author of “The Creator’s Code” .
- Policy/regulatory: White House Fellow; Senior Policy Advisor at USTR .
- Finance/strategy: Leadership roles at J.P. Morgan and McKinsey .
- Academic: Lecturer at Stanford GSB; advanced degrees (BA, MA, MBA) from Stanford .
- Financial oversight: Designated Audit Committee financial expert .
Equity Ownership
| Holder | Beneficial Ownership (Common) | % of Outstanding Common | % of Outstanding (as-converted basis) |
|---|---|---|---|
| Amy M. Wilkinson | 30,541 shares | Less than 1% (“*”) | Less than 1% (“*”) |
- Upcoming vesting: RSAs granted June 18, 2024 vest 100% on the earlier of June 18, 2025 or the first regular annual meeting following grant (subject to continued service) .
- Pledging/hedging policy: Company policy prohibits pledging and hedging, with narrow exceptions requiring CFO approval and tight thresholds; no pledging by Wilkinson is disclosed .
Governance Assessment
- Independence and engagement: Board reaffirmed Wilkinson’s independence in Feb 2025; she served on key committees (Audit, Compensation) and is recognized as an audit committee financial expert—positive for oversight credibility .
- Attendance and commitment: Board met 11 times in 2024; directors (including Wilkinson) attended >75% of Board and applicable committee meetings and the Annual Meeting—acceptable engagement levels .
- Pay and alignment: Director pay mix skews to equity ($90,000 RSA vs $67,875 cash for 2024), which supports alignment; RSAs are time-based with one-year vesting, without performance hurdles (neutral—no pay-for-performance signal) .
- Conflicts/related-party exposure: No Wilkinson-specific related-party transactions disclosed. However, Board environment includes material related-party arrangements involving the Chairman/Lancer Capital (leases and convertible notes), which warrants continued monitoring of independence on conflicted matters; the Board’s independence review nonetheless affirmed Wilkinson’s status .
- RED FLAGS to monitor:
- Time-based director equity (RSAs) without performance metrics—standard but offers limited performance linkage .
- Company allows pledging under narrow exceptions (policy-level risk; no Wilkinson pledges disclosed) .
- Concentrated ownership and related-party transactions tied to Lancer Capital/Chairman—ensure robust recusal and committee oversight .