David Catzel
About David Catzel
Independent director since December 29, 2023; age 71. Business and technology executive with a background in media content, licensing, marketing, and technology; recent roles include Senior 5G Connectivity Solutions Specialist at T‑Mobile and Senior Industry Digital Strategist (Automotive/Mobility/Transportation) at Microsoft, with prior VP Digital Transformation at FuseConnections and consulting to Holistyx Group .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft | Senior Industry Digital Strategist: Automotive, Mobility, and Transportation | 2020–2023 | Digital strategy leadership for industry verticals |
| FuseConnections | VP, Digital Transformation | 2017–2020 | Led digital transformation initiatives |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| T‑Mobile | Senior 5G Connectivity Solutions Specialist | Since 2020 | 5G connectivity solutions expertise |
| Holistyx Group | Consultant | Since 2020 | Strategic alliances, consulting |
Board Governance
- Committees: Audit (member), Compensation (member), Nominating & Corporate Governance (chair) .
- Independence: Meets Nasdaq independence standards for all three committees; audit committee independence also satisfies Rule 10A‑3 .
- Attendance and engagement: Board met 15 times in 2024; independent directors held eight executive sessions; all current members attended at least 75% of board and applicable committee meetings .
- Board leadership: Chairman is Juan Carlos Barrera; charters for committees are available on the company website .
Fixed Compensation
| Year | Fees earned or paid in cash ($) | Stock awards ($) | Option awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 91,666 | — | — | 91,666 |
Notes: “Outstanding Equity Awards at Fiscal Year-End: None” for directors .
Performance Compensation
| Component | Grant date | Vehicles (RSUs/PSUs/Options) | Fair value ($) | Vesting schedule | Performance metrics |
|---|---|---|---|---|---|
| Not disclosed for non‑employee directors | — | None | — | — | Not disclosed |
Other Directorships & Interlocks
| Company | Role | Dates | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company boards noted in proxy biography |
Expertise & Qualifications
- Strategic alliances in media content, licensing, marketing, and technology .
- 5G connectivity solutions and telecommunications expertise .
- Digital transformation leadership; automotive/mobility/transportation industry strategy .
Equity Ownership
| Measure | Value |
|---|---|
| Individual beneficial ownership (Catzel) | Not disclosed in proxy |
| Execs and directors as a group (7 persons) | 11,827 shares; less than 1% of outstanding |
| Shares pledged | Not disclosed |
| Outstanding director equity awards | None |
Insider Trades
| Item | Detail |
|---|---|
| Section 16(a) compliance | Company believes all required filings during 2024 were timely |
| Form 4 transactions (Catzel) | Not disclosed in proxy materials |
Governance Assessment
- Strengths: Independent status; chair of Nominating & Corporate Governance; active committee roles (Audit, Compensation) support board effectiveness and oversight; attendance at least 75%; regular executive sessions indicate independent oversight .
- Alignment: Director pay in 2024 was entirely cash ($91,666) with no equity awards; absence of disclosed individual share ownership and no outstanding equity awards suggest limited “skin‑in‑the‑game” alignment for Catzel specifically based on available disclosures .
- Conflicts and related‑party exposure: The audit committee (of which Catzel is a member) is responsible for reviewing and approving related‑person transactions . ASPIS Cyber Technologies entered into a $2.5M funding agreement with the company and, upon conversion, could own ~43.6% of common shares; an individual affiliated with Cronus Equity Capital Group (the largest shareholder) is also affiliated with ASPIS, and one company director serves on ASPIS’s board (Goldner per press release), highlighting concentrated ownership and potential interlocks; oversight falls under audit and governance committees where Catzel participates/chairs .
- RED FLAGS: Concentrated shareholder influence (ASPIS/Cronus at ~43.97% and 20.20% respectively as of May 1, 2025); financing and board‑level interlocks with affiliates require robust related‑party review; lack of disclosed performance‑based director equity; minimal disclosed director ownership .
- Compliance signals: Timely Section 16(a) reporting in 2024 .