Catherine Motz
About Catherine Motz
Independent director since November 2021; age 53 as of 2025. Executive Director of the CollegeBound Foundation (Baltimore) since January 2014; previously Deputy Chief of Staff and Deputy Legal Counsel to Maryland Governor Martin O’Malley, Interim Director of the Governor’s Office for Children, Assistant U.S. Attorney, Deputy Attorney General (D.C.), and adjunct professor at the University of Maryland School of Law. Education: B.A. summa cum laude, Dartmouth; J.D., Yale Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of Maryland (Office of the Governor) | Deputy Chief of Staff; Deputy Legal Counsel; Interim Director, Governor’s Office for Children | Prior to 2015 | State policy leadership; children/family services oversight |
| U.S. Attorney’s Office | Assistant U.S. Attorney | Prior | Prosecuted homicide/domestic violence; appellate litigation |
| D.C. Government | Deputy Attorney General | Prior | Represented child welfare and mental health agencies |
| University of Maryland School of Law | Adjunct Professor | Prior | Legal education |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CollegeBound Foundation (Baltimore) | Executive Director | Jan 2014–Present | Nonprofit advancing college access |
| Catholic Charities of Baltimore | Board Member | Current | Community nonprofit governance |
| University System of Maryland Board of Regents | Regent | Jun 2014–Mar 2015 | Higher education system governance |
| UMBC Public Policy External Advisory Board | Member (former) | Prior | Public policy advisory |
| Baltimore Outreach Services | Board President (former) | Prior | Homeless shelter/job-training program governance |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Motz is an “independent director” under Nasdaq rules |
| Committee Memberships | Audit Committee (member); Compensation Committee (member); Nominating & Corporate Governance Committee (Chair) |
| Committee Chairs | Nominating & Corporate Governance Committee Chair |
| Lead Independent Director | Steven Pincus |
| Board Meetings (2024) | 9 meetings; overall attendance 91% |
| Audit Committee Meetings (2024) | 17 meetings; attendance 69% (committee-level) |
| Compensation Committee Meetings (2024) | 4 meetings; attendance 100% (committee-level) |
| Governance processes | Nominating Committee develops director criteria and reviews governance guidelines; considers attendance and contribution in re-nomination |
Fixed Compensation
| Compensation Element | Amount (USD) | Vesting/Notes |
|---|---|---|
| Annual Cash Retainer (Non-Employee Director) | $100,000 | Paid quarterly in arrears; election available to receive common stock in lieu of cash |
| Annual RSU Equity Grant | $200,000 | RSUs vest on first anniversary; shares determined by $200,000 ÷ fair market value at grant |
| Initial Pro-Rata RSU Grant (new director) | Prorated portion of $200,000 | Vests at next annual grant date; prorated by days until grant |
| Committee Chair Cash Retainer (Audit) | $25,000 | Paid quarterly |
| Committee Chair Cash Retainer (Compensation) | $25,000 | Paid quarterly |
| Committee Chair Cash Retainer (Nominating & Corporate Governance) | $25,000 | Paid quarterly |
| Lead Independent Director Cash Retainer | $25,000 | Paid quarterly |
| Lead Independent Director RSU Grant | $25,000 | RSUs vest on first anniversary |
| Cash in Stock Election | Available | Directors may elect to receive 100% of cash retainers in common stock; quarterly conversion at fair market value |
Performance Compensation
| Metric Category | Applies to Director Compensation? | Notes |
|---|---|---|
| Financial/TSR/ESG performance metrics | No | Director equity awards are time-based RSUs; no disclosed performance metrics |
| Change-in-control vesting | Not specified for directors in policy | Policy describes time-based vesting; no performance triggers disclosed |
| Clawbacks | Executive incentive clawback adopted Oct 2023 (SEC/Nasdaq compliant); not specific to director retainers | Company clawback policy pertains to executive incentive comp; 2021 Plan allows recovery for detrimental conduct |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public company boards (current) | None disclosed in WULF proxy biography |
| Compensation Committee Interlocks | None; members (Pincus, Bucella, Motz) were not officers; no relationships requiring Item 404 disclosure; no cross-committee interlocks with other companies’ executives |
| Family relationships on Board | Lisa Prager (director) is sister of CEO/Chair Paul Prager; no other family relationships disclosed |
Expertise & Qualifications
- Leadership and public policy expertise; legal and prosecutorial background; nonprofit governance experience .
- Audit Committee member with Board’s determination of requisite financial sophistication for audit committee membership (committee-level determination) .
- Governance leadership as Chair of Nominating & Corporate Governance Committee, overseeing director criteria and governance guidelines .
Equity Ownership
| As-of Date | Shares Beneficially Owned | Ownership Percent of 407,944,157 Common Shares |
|---|---|---|
| August 25, 2025 | 212,860 (directly) | Less than 1% (“*”) |
| Shares Outstanding | 407,944,157 (Common Stock) | — |
Notes: Beneficial ownership determinations include exercisable options/warrants within 60 days and RSUs vesting within 60 days; Motz’s holdings are disclosed as direct common shares .
Insider Trades
| Date | Filing | Key Disclosure |
|---|---|---|
| Dec 13, 2021 | Form 3 | Initial statement of beneficial ownership; “No securities are beneficially owned” at filing; accompanied by Power of Attorney |
Governance Assessment
- Strengths: Independent director with chair role on Nominating & Corporate Governance; membership on Audit and Compensation enhances board oversight; compensation committee comprised entirely of independent directors and free of interlocks or related-party conflicts .
- Alignment: Director pay mix combines cash retainer and time-based RSUs with optional stock election, supporting ownership alignment without performance gaming .
- Risks/RED FLAGS: Audit Committee attendance of 69% in 2024 (committee-level) suggests engagement risk in financial oversight; board-wide attendance at 91% is below typical best-practice ranges . CEO also serves as Board Chair; while a Lead Independent Director is in place, combined roles can dilute independent oversight .
- Related-party exposure: Family relationship on the board (Lisa Prager and CEO Paul Prager) is a structural governance risk; Motz herself has no related-party disclosures .