Joseph Payne
About Joseph Payne
Joseph P. Payne (age 60) is an independent Class I director nominee at Alkami Technology. Upon election (May 14, 2025), he will join the Audit and Compensation Committees and serve a term through the 2028 annual meeting. He is a seasoned software executive: Group Leader at Enterprise Software CEO Roundtable; former President & CEO of Code42 Software (2015–2024), which he sold to Mimecast in August 2024; and former CEO of Eloqua, leading its IPO and later sale to Oracle. He graduated magna cum laude from Duke University and earned an MBA from Duke’s Fuqua School of Business (Fuqua Scholar) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Code42 Software | President & CEO | 2015–2024 | Led insider-risk management strategy; sold business to Mimecast (Aug 2024) |
| Eloqua (NASDAQ: ELOQ) | CEO | Not disclosed | Led IPO and sale to Oracle |
| Dealertrack (NASDAQ: TRAK) | Director | Not disclosed | Prior public board service |
| Cornerstone OnDemand (NASDAQ: CSOD) | Director | Not disclosed | Prior public board service |
| Workfront | Director | Not disclosed | Prior private board service |
| TrackMaven, Plex, e-Security, eGrail, Ecutel | Director | Not disclosed | Prior private board service |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Enterprise Software CEO Roundtable | Group Leader | Current | Learning and development group for CEOs of $100M+ software companies |
| First Focus Campaign for Children | Director | Current | Non-partisan, not-for-profit advocacy organization |
Board Governance
- Class and term: Class I director serving until 2028 upon election .
- Independence: Board determined Payne qualifies as an independent director under Nasdaq rules .
- Committee assignments: Appointed to Audit and Compensation Committees (not as chair) upon election .
- Board leadership: Chairperson is Brian R. Smith; roles of Chair and CEO are separated .
- Board activity: The Board met five times in 2024; all directors met ≥75% attendance, with regular executive sessions of independent directors (Payne was not on the board in 2024) .
Fixed Compensation
Alkami’s non-employee director compensation structure:
| Component | Amount | Details |
|---|---|---|
| Annual director cash retainer | $30,000 | Paid quarterly; directors may elect RSUs in lieu of cash |
| Non-executive Chair retainer | $60,000 | Additional annual cash retainer |
| Audit Committee | Chair $20,000; Member $10,000 | Annual cash retainers |
| Compensation Committee | Chair $15,000; Member $7,500 | Annual cash retainers |
| Information Systems Audit Committee | Chair $15,000; Member $7,500 | Annual cash retainers |
| Nominating & Corporate Governance Committee | Chair $10,000; Member $5,000 | Annual cash retainers |
| Reimbursement | Actual expenses | Reasonable expenses for board/committee meetings |
Additional features:
- Cash retainers may be converted to fully vested RSUs at the director’s election; RSUs are granted at the average 30-trading-day price and are fully vested on grant .
- Directors may defer settlement of RSUs under Board-approved procedures (Section 409A compliant) .
Performance Compensation
Alkami equity grants to non-employee directors (formula-based, time-vested; no performance metrics):
| Grant Type | Value Basis | Vesting | Change-in-Control Treatment |
|---|---|---|---|
| Initial Grant (upon appointment) | $340,000 of RSUs | Vests one-third annually over 3 years, subject to service | All director equity awards vest immediately before a change in control |
| Annual Grant (each annual meeting) | $190,000 of RSUs | Vests by the earlier of 1 year or immediately before next annual meeting, subject to service | All director equity awards vest immediately before a change in control |
Policy constraints for alignment:
- Hedging, short sales, margin purchases, pledging, and derivative transactions are prohibited for directors .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Notes |
|---|---|---|---|
| Dealertrack (TRAK) | Public (prior) | Director | Prior public board experience |
| Cornerstone OnDemand (CSOD) | Public (prior) | Director | Prior public board experience |
| Eloqua (ELOQ) | Public (prior) | CEO | Alex Shootman, Alkami’s CEO, previously served as President of Eloqua; shared history may enhance information flow |
| Workfront | Private (prior) | Director | Shootman later became CEO of Workfront; overlapping ecosystem experience |
| First Focus Campaign for Children | Non-profit | Director | Advocacy organization role |
Expertise & Qualifications
- 30+ years leading high-growth enterprise software companies, including IPO execution and M&A outcomes (Eloqua IPO and sale; Code42 sale) .
- Board-relevant skills: operational leadership, strategy, go-to-market, enterprise software risk management (insider risk focus at Code42) .
- Education: Duke University (magna cum laude) and Duke Fuqua (Fuqua Scholar) .
- Audit/Compensation committee readiness: Board determined independence; scheduled to serve on both committees .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Joseph Payne | — (Nominee; no ownership disclosed as of Mar 17, 2025) | — | Will be eligible for Initial/Annual RSU grants upon appointment; directors prohibited from hedging/pledging |
- Ownership guidelines: Not disclosed for directors in the proxy. RSU deferral options exist; several directors have deferred RSUs, but no such data disclosed for Payne (nominee) .
Governance Assessment
- Independence and committee fit: Payne is Nasdaq-independent and will sit on Audit and Compensation—positive for oversight of reporting integrity and pay governance .
- Alignment mechanisms: Director pay is modest cash plus time-vested RSUs; hedging/pledging prohibited, supporting alignment with shareholders .
- Experience signal: Track record of scaling and exiting enterprise software businesses (Code42 sale; Eloqua IPO/sale) suggests strong operator perspective valuable to board effectiveness .
- Interlocks/conflicts: Shared Eloqua/Workfront ecosystem history with Alkami’s CEO (Alex Shootman) may increase rapport and information flow; Board nonetheless affirmed Payne’s independence, mitigating conflict concerns .
- Attendance/engagement: Board met five times in 2024 with ≥75% attendance by all directors; Payne was a 2025 nominee (attendance not applicable for 2024) .
- Related-party transactions: No transactions involving Payne disclosed; Audit Committee reviews and must approve related-party transactions; disclosed items involve other individuals (Todd Clark/CU Cooperative; Bohanon family relation) .
RED FLAGS: None disclosed specific to Payne. Points to monitor include future ownership build (currently no disclosed holdings as nominee) and independence robustness given shared prior company histories, though the Board has determined independence .
Director Compensation (Reference – 2024 Program Snapshot)
| Name | Cash/Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Non-employee directors (examples) | Varies by role and elections (e.g., $30,000 base; committee retainers; chair premiums) | Annual RSU grants ($190,000 value; vest in 1 year) | Total per director ranged ~$212,387–$242,379 in 2024 |
- Some directors elected to receive cash retainers in fully vested RSUs; annual grant mechanics described above .
Insider Trades
- Section 16 compliance in 2024 listed delinquent Form 4s for other insiders (Bohanon, Smith, Kaiser) due to administrative errors; Payne had no disclosed filings for 2024 as he was a 2025 nominee .
Compensation Committee Analysis Context
- Committee composition in 2024 included independent directors; FW Cook engaged as independent compensation consultant reporting directly to the committee (no other services to Alkami) .
- This infrastructure supports rigorous pay governance that Payne will join upon election .