J. Michael Dodson
EnergousAbout J. Michael Dodson
Independent director of Energous (WATT) since August 2022; age 64. Currently Chief Financial Officer of Immersion Corporation (since June 2023). Career finance executive with multiple public-company CFO roles, prior interim CEO experience, Big Four audit foundation (Ernst & Young), and recognized as an “audit committee financial expert.” B.B.A. with dual majors in Accounting and Information Systems Analysis & Design from the University of Wisconsin–Madison .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Immersion Corporation | Chief Financial Officer | Jun 2023 – Present | Public-company CFO; haptics technology domain |
| Quantum Corporation | Chief Financial Officer; Interim CEO | CFO: May 2018 – Jan 2023; Interim CEO: May–Jun 2018 | Led finance; interim leadership continuity |
| Greenwave Systems | Chief Financial Officer | Aug 2017 – May 2018 | Software-defined network solutions |
| Mattson Technology | COO & CFO; EVP, CFO & Secretary | COO & CFO: 2012–2017; EVP/CFO: 2011 | Semiconductor equipment operations and finance leadership |
| Earlier career | CFO (four public tech companies); Chief Accounting Officer (S&P 500); Ernst & Young LLP | N/A | Deep controllership and public reporting expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| A10 Networks, Inc. | Director; Audit Committee Chair | May 2020 – Apr 2021 | Chaired Audit Committee |
| Sigma Designs, Inc. | Director; Audit Committee Chair; Lead Independent Director | Director: 2013–2020; Audit Chair: 2014–2020; Lead Independent: 2015–2020 | Oversight leadership and independence |
| Private entities (2) | Director | Current | One charitable and one private for‑profit company |
Board Governance
- Independence and roles: Board determined Dodson is independent; he chairs the Audit Committee and serves on the Compensation and Corporate Governance & Nominating Committees. He is designated an “audit committee financial expert.” All members of these committees are independent under Nasdaq and SEC rules .
- Board structure and leadership: Independent Chair (David Roberson); separate CEO/CFO (Mallorie Burak). Office of the Chair oversees strategic planning with Roberson and Burak .
- Meetings and attendance (2024): Board (8), Audit (4), Compensation (2), Corporate Governance & Nominating (2). All directors attended at least 75% of aggregate Board/committee meetings on which they served .
- Shareholder communications, nomination policy, code of ethics and insider trading/hedging policy are in place; hedging, short sales, derivative transactions, and pledging of company securities are prohibited .
Fixed Compensation
| Component | Policy Detail | Dodson 2024 Actual |
|---|---|---|
| Annual cash retainer | $25,000 per non‑employee director | $58,750 fees earned (aggregate) |
| Audit Committee Chair | $20,000 annually | Included in fees |
| Audit Committee Member | $10,000 annually (if not Chair) | N/A (Chair) |
| Compensation Committee Chair/Member | Chair $15,000; Member $5,000 | Member (included) |
| Corporate Governance & Nominating Chair/Member | Chair $10,000; Member $5,000 | Member (included) |
| Meeting fees | Not specified (cash program uses retainers/committee fees) | Reflected in total above |
Notes: Non-employee directors receive a combination of cash retainers and equity. Employee directors receive no director compensation .
Performance Compensation
| Equity Element | Policy Terms | Dodson 2024 Actual/Status |
|---|---|---|
| Initial RSU grant | $100,000 value ÷ FMV; vests in 3 equal annual installments; granted under 2024 Equity Incentive Plan (EIP) | N/A in 2024 disclosure (joined 2022) |
| Annual refresh RSU | $50,000 value ÷ FMV; 1-year vest; capped at 1,250 shares/year (pre-Apr 2025) | Stock awards (grant-date fair value): $2,038 in 2024 |
| Post-April 2025 change | Annual grant of 15,000 RSUs per non-employee director with a value cap of $50,000; Chair gets additional 2,500 RSUs (was 1,000 RSUs pre-change), 1-year vest | Policy update effective for grants after April 2025 |
| Change in Control | Unvested director equity accelerates upon a change of control | Applies to outstanding director equity |
| Plan safeguards | No repricing without shareholder approval; no gross-ups; clawback applies; no dividends on unearned RSUs; independent administration | Plan-wide governance features |
| Outstanding stock awards | RSUs outstanding as of 12/31/2024: 2,084 shares (Dodson) | 2,084 RSUs outstanding |
Other Directorships & Interlocks
| Company | Type | Role/Committee | Potential Interlock/Conflict |
|---|---|---|---|
| Immersion Corporation | Public | CFO (not a director) | None disclosed; WATT related‑party transactions: none in 2024–2023 |
| A10 Networks (past) | Public | Director; Audit Chair | Historical role; no current interlock disclosed |
| Sigma Designs (past) | Public | Director; Audit Chair; Lead Independent | Historical role; no current interlock disclosed |
| Private entities (2) | Private | Director | None disclosed |
Related-party and conflicts: The Company reports no related person transactions meeting disclosure thresholds for 2024 and 2023 .
Expertise & Qualifications
- Audit and finance: Multi-time public-company CFO; prior Chief Accounting Officer of an S&P 500 company; Audit Committee Financial Expert designation at WATT .
- Industry: Technology hardware/semiconductor/storage/networking operating and financial leadership (Mattson Technology; Quantum; Greenwave) .
- Governance: Chaired audit committees; past Lead Independent Director (Sigma Designs) .
- Education: B.B.A., Accounting and Information Systems Analysis & Design, University of Wisconsin–Madison .
Equity Ownership
| Holder | Beneficial Ownership (4/16/2025) | % of Class | Notes |
|---|---|---|---|
| J. Michael Dodson | 4,236 shares | <1% | Includes shares deemed beneficial under SEC rules |
| Outstanding director RSUs | 2,084 RSUs outstanding at 12/31/2024 (Dodson) | N/A | RSUs under 2024 Plan |
Alignment controls:
- Hedging/pledging prohibited for directors, officers, employees, and consultants (no options/derivatives, no short sales, no pledging/margin) .
- Director annual equity awards continue (time‑based RSUs); equity accelerates on change of control .
Governance Assessment
Key positives
- Independent Audit Chair and SEC “financial expert,” plus service on Compensation and Nominating Committees; all three committees entirely independent .
- Strong committee/plan safeguards: no option/SAR repricing without shareholder approval; clawback applies; no tax gross‑ups; no dividends on unearned RSUs; director award caps ($300k non‑chair; $500k chair) under the 2024 EIP .
- Attendance and engagement: Board and committees met regularly in 2024; all directors attended ≥75% of applicable meetings .
- No related-party transactions disclosed for 2024–2023; anti‑hedging/pledging policy enhances alignment .
Investor considerations
- Ownership alignment is modest in absolute share count (4,236 shares; <1% of outstanding), with RSUs outstanding; however, the company prohibits hedging/pledging and continues annual RSU grants to align directors over time .
- Compensation Committee did not engage an external compensation consultant in 2024 (committee retains authority to do so), which may warrant monitoring as equity program changes (e.g., 2025 director grant structure shift) roll out .
RED FLAGS
- None disclosed related to attendance, related‑party transactions, hedging/pledging, say‑on‑pay controversies, or option repricing. The company’s disclosures emphasize prohibitions and safeguards on these items .