Charles Kane
About Charles “Chuck” Kane
Independent Class II director at Alkami since October 2019; age 67. Kane is a senior lecturer in International Finance at MIT Sloan (since 2006) and serves as Chair of Alkami’s Audit Committee and as an audit committee financial expert. His prior operating roles include CFO stints at RSA Security (through its sale to EMC), Aspen Technology, and executive roles at Global BPO Services; he also chairs the non-profit One Laptop Per Child (director since 2006; President/COO 2008–2009) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MIT Sloan School of Management | Senior Lecturer, International Finance | Since 2006 | Academic finance expertise |
| One Laptop Per Child | Director/Strategic Advisor; Chairman; President & COO | Director/Chair since Nov 2006; President/COO 2008–2009 | Governance leadership at global non-profit |
| Global BPO Services Corp. | EVP & Chief Administrative Officer; CFO (Global BPO) | Jul 2007–Mar 2008; Aug 2007–Mar 2008 | Finance, administration leadership |
| RSA Security Inc. | Chief Financial Officer | May 2006–Oct 2006 (acquired by EMC) | Transaction execution; public company CFO |
| Aspen Technology, Inc. | Chief Financial Officer | Jul 2003–May 2006 | Public company CFO |
External Roles
| Company | Role | Status |
|---|---|---|
| Progress Software (PRGS) | Director | Current |
| Symbotic Inc. (SYM) | Director | Current |
| RealPage (RP), Carbonite (CARB), Demandware (DWRE), Borland (BORL), Netezza (NZ) | Director | Prior |
Board Governance
- Independence: Board determined all directors except the CEO are independent; Kane is independent .
- Committee assignments: Audit Committee Chair; designated audit committee financial expert; other audit members are independent .
- Attendance and engagement: Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings; independent directors met in regular executive sessions .
- Committee cadence: Audit Committee met 4 times in 2024; Kane signed the committee report as Chair .
- Board leadership: Chairperson and CEO roles are separated; Brian R. Smith is Chairperson .
- Shareholder votes (signals): 2025 Say‑on‑Pay approved (For: 64,907,147; Against: 8,068,958; Abstain: 42,310; broker non‑votes 4,546,846). Shareholders selected annual Say‑on‑Pay frequency (1‑Year: 71,717,459) .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $30,000 | Standard non‑employee director retainer |
| Audit Committee Chair retainer | $20,000 | Chair premium |
| Total cash fees earned (Kane) | $50,000 | Matches program math ($30k + $20k) |
Program reference: Committee retainers per role (Chair/Member): Audit $20,000/$10,000; Compensation $15,000/$7,500; Information Systems Audit $15,000/$7,500; Nominating & Governance $10,000/$5,000. Non‑executive Board Chair receives $60,000. Cash retainers are paid quarterly .
Performance Compensation (Director)
| Equity Element | 2024 Amount | Structure / Vesting |
|---|---|---|
| Annual RSU grant (Kane) | $178,315 (grant date fair value) | Annual grant sized at $190,000 ÷ 30‑day avg share price; vests in full by next annual meeting, subject to service |
Additional mechanics:
- Directors may elect to receive cash retainers in fully vested RSUs and may elect to defer settlement of RSUs; Kane had 29,211 vested RSUs deferred as of 12/31/24 .
- Initial director grant (for new directors): $340,000 ÷ 30‑day avg share price; vests one‑third annually over three years .
No director performance‑based equity metrics are disclosed; director equity awards are time‑based RSUs under the Non‑Employee Director Compensation Program .
Other Directorships & Interlocks
| Type | Details |
|---|---|
| Current public company boards | Progress Software (PRGS); Symbotic (SYM) |
| Prior public company boards | RealPage (RP), Carbonite (CARB), Demandware (DWRE), Borland (BORL), Netezza (NZ) |
| Disclosed related‑party transactions | Proxy discloses a family relationship for another executive and vendor ties to CU Cooperative via a departing director; no transactions involving Kane are disclosed |
Expertise & Qualifications
- Financial expert and audit leadership: Audit Committee Chair; “audit committee financial expert” designation .
- Education: B.B.A. in Accounting (University of Notre Dame); M.B.A. in International Finance (Babson College) .
- Operating experience: Multiple public company CFO roles (RSA Security, Aspen Technology) and transaction experience (RSA sale to EMC) .
- Academic: Senior lecturer in international finance at MIT Sloan since 2006 .
Equity Ownership
| Item | Amount | As‑Of / Notes |
|---|---|---|
| Total beneficial ownership | 74,864 shares; less than 1% of outstanding | As of March 17, 2025; based on 103,000,820 shares outstanding |
| Breakdown (within above) | 29,211 deferred RSUs (vested/potentially issuable) | Vested/potentially issuable deferred RSUs |
| 38,800 stock options exercisable | Currently exercisable options | |
| 6,853 RSUs vesting within 60 days | Near‑term vesting RSUs | |
| Hedging/pledging policy | Hedging and pledging of company stock prohibited for directors | Insider Trading Compliance Policy |
Governance Assessment
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Strengths
- Independent director with deep finance background; Audit Committee Chair and designated financial expert; active audit oversight with four committee meetings in 2024 .
- Strong alignment via equity: annual RSU awards; significant deferred RSU balance; policy prohibits hedging/pledging, supporting ownership integrity .
- Board structure: independent Chair separate from CEO; robust executive sessions; board‑wide attendance at or above 75% in 2024 .
- Shareholder support signals: 2025 Say‑on‑Pay approved; annual Say‑on‑Pay cadence affirmed .
-
Watch items / potential risks
- Multiple external public boards (PRGS, SYM) alongside Alkami—no overboarding policy disclosure in proxy; monitor workload and time commitments (no attendance issues reported for 2024) .
- No Kane‑specific related‑party transactions disclosed; continue monitoring, particularly for any evolving customer/supplier interlocks via external boards (none disclosed) .
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Red flags observed
- None disclosed for Kane regarding attendance shortfalls, related‑party transactions, pledging/hedging, or legal proceedings in the proxy materials reviewed .