Joanna Morris
About Joanna Morris
Dr. Joanna Morris, 59, is an independent director of zSpace, Inc. (ZSPC) serving since December 2024. She is an Associate Professor of Psychology and Neuroscience at Providence College, a Rhodes Scholar, and holds an A.B. from Dartmouth College, an M.Phil. from the University of Oxford, and a Ph.D. in Psychology from the University of Pennsylvania . She was originally recommended to the Board by director Abhay Pande .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hampshire College | Assistant Professor | 1998–2007 | — |
| Hampshire College | Associate Professor | 2007–2018 | — |
| Hampshire College | Professor | 2018–2023 | — |
| Rhode Island School of Design (RISD) | Provosts Fellow in Cognitive Science | (prior to 2020, before Providence College) | — |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Providence College | Associate Professor of Psychology and Neuroscience | Joined 2020 – Present | Academic/Neuroscience expertise |
Board Governance
- Independence: The Board has determined that Joanna Morris is independent under Nasdaq and SEC rules .
- Committees: Audit Committee member (chair: Abhay Pande) and Nominating & Corporate Governance (NCG) Committee member (chair: Angela Prince) .
- Attendance: In 2024 the Board held 6 meetings; each incumbent director attended at least 75% of Board and applicable committee meetings .
- Tenure: Director since December 2024; nominated for re‑election as a Class I director at the October 15, 2025 annual meeting .
- Leadership/oversight context: CEO also serves as Board Chair; independent directors meet regularly in executive sessions and committees are composed solely of independent directors . zSpace is a “controlled company” but is not currently relying on controlled company governance exemptions .
Fixed Compensation
| Component | Amount | Timing/Terms | Notes |
|---|---|---|---|
| Annual cash retainer | $30,000 | Paid quarterly | Effective 2025 |
| Committee membership fees | $0 | — | No additional pay for committees |
| Committee chair fees | $0 | — | Not applicable to Morris (not a chair) |
| Meeting fees | $0 | — | Compensation not based on attendance |
Performance Compensation
| Equity Type | Grant Value | Vesting | Performance Metrics | Clawback | Plan Limits |
|---|---|---|---|---|---|
| RSUs (annual) | $150,000 | Quarterly over one year | None disclosed (time‑based vesting) | Company clawback policy applies; awards under 2024 Plan subject to recoupment | Non‑employee director annual cap $250,000 total comp (Board may make exceptions) |
- Mix/Alignment: Based on stated retainer levels, director pay is equity‑heavy (~83% equity; $150k equity vs $30k cash), supporting alignment with shareholders .
Other Directorships & Interlocks
| Company/Organization | Role | Committee Roles | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Dr. Morris |
- Nomination source: Dr. Morris was recommended to the Board by director Abhay Pande; Mr. Pande is designated the Audit Committee financial expert and is affiliated with a principal shareholder group through dSpace/GII as disclosed elsewhere in the proxy .
Expertise & Qualifications
- Cognitive science/neuroscience academic with current faculty position; brings education and behavioral science perspective relevant to zSpace’s markets .
- Rhodes Scholar; degrees from Dartmouth (A.B.), Oxford (M.Phil.), and University of Pennsylvania (Ph.D. in Psychology) .
- Governance roles on Audit and NCG committees; not designated as the Audit Committee financial expert (that role is held by Abhay Pande) .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % of Outstanding |
|---|---|---|
| Joanna Morris | 6,720 | <1% |
Governance Assessment
- Strengths: Independent director with committee roles on Audit and NCG; Board discloses regular executive sessions and fully independent committees despite a combined CEO/Chair structure . Equity‑heavy director pay and quarterly vesting RSUs underpin ownership alignment; clawback policy and plan recoupment provisions apply to awards .
- Watch items: Dr. Morris’s nomination originated from a director (Pande) affiliated with a controlling shareholder group (dSpace/GII: dSpace 49.3%, bSpace 23.4%), which may raise perceived independence sensitivities; company states it is a controlled company but is not currently relying on related Nasdaq exemptions .
- Engagement: Incumbent directors met the ≥75% attendance threshold in 2024; compensation is not tied to meeting attendance, and there are no extra committee fees, which avoids attendance‑based incentives but places emphasis on equity alignment .