Ian Charles
Glimpse GroupAbout Ian Charles
Ian Charles, 57, has served as an independent director of The Glimpse Group (VRAR) since January 2022; he brings ~25 years of executive leadership experience in technology, public markets, M&A, and multinational operations, and is designated an “audit committee financial expert” by the Board . He is a Class I director with a term expiring at the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Filevine (legal SaaS) | Chief Financial Officer | 2022–2024 | Senior finance leadership; public markets and M&A experience |
| Scoop Technologies | Chief Financial Officer | 2019–2021 | Workplace management software; operational finance |
| Planful (formerly Host Analytics) | Chief Financial Officer | 2014–2019 | FP&A platform; consolidation, reporting, analytics expertise |
External Roles
- No current public-company directorships or external board roles are disclosed for Charles in the proxy .
Board Governance
- Committee assignments: Audit Committee Chair; member, Nominating & Corporate Governance Committee; not on Compensation Committee .
- Independence: Board affirmatively determined Charles is independent under Nasdaq rules; also meets audit committee heightened independence standards .
- Financial expertise: Board designated Charles an “audit committee financial expert” under SEC regulations .
- Attendance and engagement:
- Board met 5 times in FY2025; no director attended fewer than 75% of aggregate Board and committee meetings .
- Audit Committee met 4 times in FY2025; Compensation Committee met 3 times in FY2025 .
- Directors (except Tamar Elkeles and Alexander Ruckdaeschel) attended the 2024 annual meeting; implies Charles attended .
- Governance processes: Formal written charters for all committees; annual charter reviews; related-party transactions reviewed/approved by Audit Committee .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Annual cash retainer | $0 | $0 |
| Committee chair fees | $0 (not paid; company states no cash director comp) | $0 (not paid; company states no cash director comp) |
| Meeting fees | $0 (not paid) | $0 (not paid) |
Directors receive no cash compensation other than expense reimbursement while VRAR remains in development stage .
Performance Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Option Awards ($) | $61,279 (includes options issued in lieu of cancelled fully vested options) | $81,788 (aggregate grant-date fair value under the plan) |
| Stock Awards ($) | $0 | Not disclosed (none presented in director table) |
| Options held at 6/30/2025 (#) | 81,975 | 81,975 |
- Vesting/strike/expiration: Specific terms for director options (strike, vesting dates, expiration) are not disclosed; grant-date fair value computed per plan and 10-K assumptions .
- Performance metrics: No performance metrics tied to director compensation are disclosed (equity awards appear service-based under the plan) .
Other Directorships & Interlocks
| Company | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public-company boards or interlocks disclosed for Charles |
Expertise & Qualifications
- Senior CFO experience across SaaS and FP&A platforms; skills in public markets, M&A, and multinational operations .
- Audit committee financial expert designation; capable of overseeing financial reporting, controls, and auditor independence .
- Independence affirmed; experience supports board oversight of risk assessment and related-party transaction review .
Equity Ownership
| As of Record Date | Common Stock Beneficially Owned (#) | % of Outstanding | Composition |
|---|---|---|---|
| October 24, 2025 (21,076,506 shares outstanding) | 78,850 | 0.37% | 72,600 fully vested options; 6,250 options vest within 60 days; no common shares disclosed |
- Shares pledged: No pledging disclosed; no hedging/pledging language specific to directors beyond insider trading policy reference .
- Related party exposure: None; company disclosed “None” under related-party transactions .
- Section 16 compliance: All applicable filings made as of proxy date .
Governance Assessment
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Alignment: All-equity director compensation (no cash fees) elevates at-risk exposure and alignment, but ownership remains modest at 0.37% of outstanding shares (primarily options) .
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Effectiveness: As Audit Chair and an SEC-defined financial expert, Charles strengthens oversight of financial reporting, internal controls, auditor independence, and related-party approvals (Audit Committee met 4x in FY2025) .
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Independence: Independence affirmed across Board and key committees; not on Compensation Committee, mitigating pay-setting conflicts .
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Engagement: Board attendance thresholds met; Charles attended the 2024 annual meeting (by implication) .
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Policies: Formal committee charters with annual reviews; stockholder communications lack a formal direct-to-board policy (company provides management email/LinkedIn instead), a minor governance gap to monitor .
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RED FLAGS
- None identified: no related-party transactions, no family relationships, and Section 16 compliance affirmed .
- Monitoring items: modest beneficial ownership dominated by options; absence of disclosed director stock ownership guidelines; informal stockholder-director communication mechanism .