Jane Swift

About Jane Swift

Jane Swift (age 60) is an independent director of zSpace, Inc., serving since December 2024; she brings over fifteen years of senior public-sector leadership, including Governor, Lieutenant Governor, Secretary of Consumer Affairs and Business Regulation, and State Senator in Massachusetts . Her post-government career spans CEO roles, board chair/member and committee chair positions across public, private, and non-profit institutions, advisory work with entrepreneurial education companies, and partnership in a venture capital fund . She has chaired the Compensation Committee at Suburban Propane (NYSE: SPH) since 2007, serves on the National Assessment Governing Board, sits on the Advisory Board of the George W. Bush Institute, and founded Cobble Hill Farm Education and Rescue Center in 2022 .

Past Roles

External Roles

Board Governance

• Independence and service: Swift is independent under Nasdaq and SEC rules; she has served on the ZSPC Board since December 2024 .
• Committees: Chair, Compensation Committee; member, Nominating & Corporate Governance (NCG) Committee; not on Audit Committee .
• Attendance: During FY2024 the Board held 6 meetings, and each incumbent director attended at least 75% of Board and committee meetings; executive sessions are held regularly without management .
• Board structure and oversight: CEO also serves as Chair; Board asserts robust independent oversight through independent-only committees, executive sessions, and access to advisors .
• Compensation consultant: For FY2025, Compensation Committee engaged Aon plc; CEO not present for decisions on his own pay .

Fixed Compensation

Director pay policy (non-employee directors):

Notes:

• ZSPC did not compensate non-employee directors in 2023 or 2024; retainer initiated in 2025 .
• Non-employee director annual total under the 2024 Plan is generally capped at $250,000 grant-date value plus cash, with Board discretion to exceed in extraordinary cases .

Performance Compensation

• Equity awards: $150,000 in Common Stock RSUs annually under the 2024 Plan; vest quarterly over one year .
• Equity plan terms: 2024 Plan permits RSUs, options, SARs, with specified change-in-control and repricing safeguards; awards subject to clawback policy .

Performance-metric framework (directors):

Other Directorships & Interlocks

Additional network note:

• Angela Prince was originally recommended to the ZSPC Board by Ms. Swift, indicating a professional network tie; no related-party transaction is disclosed .

Expertise & Qualifications

• Senior government leadership (Governor, Lt. Governor, Secretary, State Senator) with over 15 years’ experience, indicating policy, regulatory, and stakeholder management expertise .
• Long-tenured public company compensation leadership (Chair, Compensation Committee at SPH since 2007) and broad governance roles across sectors .
• Current governance roles in education policy and non-profit advisory; founder experience in a non-profit organization .

Equity Ownership

Notes:

• Vested vs. unvested, options, pledging: Not disclosed for Swift in the proxy; no pledging or hedging disclosures specific to Swift beyond company-wide insider trading policy .

Governance Assessment

• Strengths:

  • Independent director with deep compensation oversight experience; chairs the Compensation Committee, which directly engaged an independent consultant (Aon) for FY2025 .
  • Board states regular independent executive sessions and independent-only committees, supporting oversight despite combined CEO/Chair structure .
  • Attendance threshold met by incumbent directors in 2024, indicating baseline engagement .
  • Company-wide clawback and insider trading policies are in place, and related-party transaction policy is established .

• Risks/RED FLAGS:

  • Controlled company status due to significant holdings by bSpace/dSpace/Fiza; while ZSPC is not currently relying on controlled-company exemptions, concentration of control can constrain minority shareholder influence and challenge board independence over time .
  • Combined CEO/Chair governance structure persists, elevating risk if independent oversight practices weaken; no Lead Independent Director role is disclosed .
  • Capital structure dilution proposals (convertible note and ELOC approvals) create potential investor confidence headwinds; while directors have “no substantial interests” beyond share ownership, ongoing dilution and overhang risks are material .
  • Prior auditor going-concern qualification on 2023/2024 audits raises financial resilience concerns; new auditor engaged for 2025, which requires vigilant Compensation and NCG oversight of retention and performance incentives .

Implications for board effectiveness:

• Swift’s compensation governance experience is a positive counterweight within a controlled-company context and combined chair/CEO structure; effectiveness hinges on continued use of independent advisors, robust executive sessions, and disciplined pay practices aligned with performance and shareholder outcomes .
• Monitoring dilution mechanisms and ensuring director/management equity remains aligned without pledging or repricing is critical; the 2024 Plan’s anti-repricing guardrails and clawback support disciplined governance .