Angela Prince
About Angela Prince
Angela Galardi Prince, 43, is an independent director of zSpace, Inc. (ZSPC) serving since December 2024. She is a former CEO, startup founder, and credit risk expert with experience across consumer and small business financial services, capital markets, and career/technical education; she holds BSE and MSE degrees in engineering from the University of Michigan . She is independent under Nasdaq rules and serves on key board committees, including chairing Nominating & Corporate Governance (NCG) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Climb Credit | Chief Executive Officer | 2017–2022 | Led lending/payments to career and vocational schools |
| Orchard Platform | Co-Founder & Chief Operating Officer | 2012–2016 | Built data/software for credit investment managers |
| Citibank | Risk management leader | 2010–2012 | Consumer/small business risk expertise |
| American Express | Risk management, team leadership | 2005–2010 | Credit risk management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Independent business advisor/executive consultant | Advisor (management, operational finance, risk, strategy) | 2023–present | Focus on finance, risk assessment, strategic planning |
No other current public-company directorships are disclosed for Ms. Prince in the proxy .
Board Governance
- Independence and tenure: Independent director since December 2024; board determined she is independent under Nasdaq/SEC rules .
- Committee assignments:
- Audit Committee member (chair: Abhay Pande; Pande designated audit committee financial expert) .
- Compensation Committee member (chair: Jane Swift) .
- Nominating & Corporate Governance Committee chair (members: Prince, Swift, Morris) .
- Attendance: During FY2024 the Board held 6 meetings; each incumbent director attended at least 75% of Board and committee meetings on which they served .
- Board leadership and executive sessions: CEO also serves as Chairman, but independent directors meet regularly in executive sessions; committees are comprised solely of independent directors .
- Controlled company context: zSpace qualifies as a “controlled company” under Nasdaq due to concentration of voting power but states it is not currently relying on controlled-company exemptions (i.e., retains majority-independent committees) .
Fixed Compensation
| Component | Amount/Terms | Timing/Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $30,000 | Paid quarterly; not tied to attendance |
| Committee membership/Chair fees | None | No additional compensation for committee service or chair roles |
| Meeting fees | None | Not paid per meeting |
Performance Compensation
| Equity Instrument | Grant/Structure | Vesting | Notes |
|---|---|---|---|
| Annual equity (non-employee directors) | $150,000 in Common Stock via RSUs under 2024 Plan | Vests quarterly over one year | Policy effective beginning in 2025 |
| Individual grant (Form 4) | 13,441 RSUs (award) | Quarterly vesting, with settlements on 7/1/2025 (6,720) and 10/1/2025 (3,360) | Award date 4/1/2025; SEC filings reflect award and subsequent conversions |
The company has a clawback policy; stock awards under the 2024 Plan are subject to recoupment under company policy and plan terms .
Performance Metric Design (directors)
- Director equity vests time-based; no performance (revenue/EBITDA/TSR/ESG) conditions are disclosed for director compensation .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | The proxy does not list other public-company boards for Ms. Prince |
Expertise & Qualifications
- Credit risk and operational finance leadership (American Express, Citibank; CEO Climb Credit; co-founder/COO Orchard Platform) .
- Capital markets and fintech/software operating experience .
- Engineering background (BSE/MSE, University of Michigan) .
- Governance: Chair of NCG; member of Audit and Compensation committees .
Equity Ownership
| Item | Details |
|---|---|
| Beneficial ownership (as of July 17, 2025) | 6,720 shares; “less than 1%” of outstanding (23,503,259 shares outstanding) |
| Insider transactions (Form 4) | See table below; RSU award and quarterly conversions in 2025 |
| Post-July holdings snapshot (per latest Form 4s) | Common Stock: 10,080 after 10/1/2025 conversion; RSUs outstanding: 3,361 after 10/1/2025 (balances reported in filings) |
| Pledging/Hedging | Insider Trading Policy prohibits trading on MNPI; no pledging/hedging disclosure noted in proxy section excerpt |
Insider Trades (Form 4) — 2025
| Filing Date | Transaction Date | Type | Security | Shares | Price | Post-Transaction Holdings (this security) | Source |
|---|---|---|---|---|---|---|---|
| 2025-04-03 | 2025-04-01 | A (Award) | RSUs | 13,441 | $0.00 | 13,441 | [SEC link] (award) |
| 2025-07-02 | 2025-07-01 | M-Exempt (settlement) | RSUs | -6,720 | $0.00 | 6,721 | [SEC link] |
| 2025-07-02 | 2025-07-01 | M-Exempt (settlement) | Common Stock | +6,720 | $0.00 | 6,720 | [SEC link] |
| 2025-10-02 | 2025-10-01 | M-Exempt (settlement) | RSUs | -3,360 | $0.00 | 3,361 | [SEC link] |
| 2025-10-02 | 2025-10-01 | M-Exempt (settlement) | Common Stock | +3,360 | $0.00 | 10,080 | [SEC link] |
Governance Assessment
- Positives for investor confidence
- Independent, multi-committee director (Audit, Compensation) and NCG Chair, strengthening independent oversight of financial reporting, pay, and board composition .
- Director pay mix leans to equity ($150k RSUs vs $30k cash), vesting quarterly, aligning with shareholder outcomes over the year; equity subject to clawback and plan limits ($250k annual cap for non-employee directors) .
- Board runs regular independent executive sessions and maintains fully independent audit/comp/governance committees despite controlled-company status; company states it is not relying on controlled-company exemptions .
- Watch items
- Controlled shareholder concentration (bSpace/dSpace/Fiza collectively >50% voting power) elevates governance risk; continued vigilance from NCG and Audit/Comp committees is important .
- No additional fees for committee service or chair roles could undercompensate governance workload (NCG chair, Audit/Comp member), though it reduces pay complexity and cost .
- Corporate financing proposals (convertible note and ELOC) create dilution overhang if approved/used; the proxy notes directors have no substantial personal interest beyond common ownership, but oversight of dilution and capital allocation remains a key board responsibility .
- Attendance/engagement
- All incumbent directors met ≥75% attendance in FY2024; independent sessions are routine; Audit Committee privately meets with auditors and management .
No related-party transactions involving Ms. Prince are disclosed in the related-party section of the proxy; historical related-party items primarily involve major shareholders and prior financing arrangements, with Audit Committee oversight and a formal related-person policy in place .