Ellen Levy
Walker & DunlopAbout Ellen Levy
Independent director since March 2019; age 55. Managing Director at Silicon Valley Connect (founder) and former Vice President of Strategic Initiatives at LinkedIn (Mar 2010–Apr 2012). Education: B.S. University of Michigan; M.A. and Ph.D. in cognitive psychology from Stanford University. The Board has affirmatively determined she is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| LinkedIn Corporation | Vice President, Strategic Initiatives | Mar 2010–Apr 2012 | Technology and strategic planning experience supporting board expertise |
| Silicon Valley Connect, LLC | Founder & Managing Director | Ongoing | Management consulting; executive leadership experience |
External Roles
| Company/Institution | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Learn CW Investment Corporation (SPAC) | Director | 2021–2024 | Board service ended in 2024 |
| Healthwell Acquisition Corp. I (SPAC) | Director | 2021–2023 | Board service ended in 2023 |
| Instructure, Inc. (NYSE: INST) | Director | 2015–2020 | Prior public company board experience |
Board Governance
- Committees: Chair, Nominating & Corporate Governance; Member, Compensation. All committee members are independent under NYSE rules.
- Independence: Board affirmed Ellen Levy’s independence.
- Attendance: Board held nine meetings in 2024; each director attended at least 75% of Board and committee meetings. Executive sessions of independent directors occur at each regular Board meeting, chaired by the Lead Director.
| Committee | Role | 2024 Meetings |
|---|---|---|
| Nominating & Corporate Governance | Chair | 7 |
| Compensation | Member | 7 |
Key committee responsibilities:
- Nominating & Corporate Governance: director nominations, governance guidelines, ethics program oversight, ESG oversight, annual evaluations.
- Compensation: director pay review, executive compensation and risk oversight, engagement of independent compensation consultant (Pay Governance).
Fixed Compensation
Program structure for non-employee directors (2024):
- Annual base cash retainer: $100,000; additional retainers: Audit/Comp Chair $25,000; Audit/Comp Member $10,000; Nominating Chair $15,000; Nominating Member $10,000; Lead Director $30,000.
- Annual equity grant: $150,000 restricted stock; vests one year from grant, subject to continued service.
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned in Cash ($) | $120,000 | $120,000 |
| Stock Awards ($, grant-date fair value) | $149,971 | $149,920 |
| Total ($) | $269,971 | $269,920 |
Performance Compensation
- Directors do not have performance-based metrics; equity is time-based restricted stock with one-year vesting.
- Deferred Compensation Plan for Non-Employee Directors: may defer up to 100% of director compensation into deferred stock units; DSUs for cash are fully vested at purchase; payment upon separation, change-in-control, disability, death, or at elected in-service dates (3/5/10 years).
- Prohibitions on hedging and pledging apply to directors.
| Performance Metric | Applies to Director Pay? | Details |
|---|---|---|
| Financial/ESG metrics (e.g., EPS/Revenue/ROE/TSR) | No | Director equity is time-based RS; no disclosed performance hurdles |
Other Directorships & Interlocks
- Compensation Committee interlocks: none; no relationships requiring Item 404 disclosure for 2024 Compensation Committee members (includes Ellen Levy).
- No related-party transactions disclosed involving Ellen Levy. (Company policy governs approval and oversight of related person transactions; specific 2024 item referenced involved another director.)
Expertise & Qualifications
- Technology strategy and executive leadership (LinkedIn VP Strategic Initiatives).
- Public company governance experience across education technology and SPAC boards.
- Governance leadership as Nominating & Corporate Governance Chair, including ESG oversight.
Equity Ownership
- Beneficial ownership: “—” shares of common stock beneficially owned as of March 7, 2025; less than 1% of outstanding shares.
- Unvested restricted stock/RSUs: each then-current director (excluding Mr. Pinkus) held 1,591 unvested restricted shares/RSUs as of Dec 31, 2024.
- Stock ownership guidelines for non-employee directors: 5x annual base cash retainer; compliance required within 5 years of joining the Board.
| Metric | As of Dec 31, 2024 | As of Mar 7, 2025 |
|---|---|---|
| Unvested restricted stock/RSUs (shares) | 1,591 (then-current directors excluding Pinkus) | — |
| Common stock beneficially owned (shares) | — | — |
| Ownership % of shares outstanding | — | <1% |
Governance Assessment
- Strengths: Independent director; chairs Nominating & Corporate Governance with direct oversight of governance and ESG; member of Compensation Committee; no interlocks; robust director ownership guidelines; prohibitions on hedging/pledging.
- Potential alignment consideration: Beneficial ownership table lists no common shares; however, unvested restricted stock/RSUs are outstanding, and annual equity grants provide ongoing equity exposure. Monitoring progress toward 5x retainer ownership guideline is warranted (compliance status not disclosed).
- Pay structure: Balanced cash and equity; within the plan’s director compensation cap ($750,000 per fiscal year).
- Board engagement: Attendance thresholds met at Board/committee level; independent director executive sessions held quarterly.
No RED FLAGS identified in filings regarding related-party transactions, hedging/pledging, option repricing, or director-level tax gross-ups; committee interlocks are explicitly stated as none.