Raphael Osnoss

About Raphael Osnoss

Raphael “Raph” Osnoss, 38, has served on Alkami Technology’s Board since December 2017. He is a Managing Director at General Atlantic, focused on Financial Services investments, and holds a B.S. in economics from the Wharton School and an M.B.A. from Harvard Business School . The Board class was rebalanced in March 2025 and Osnoss was reclassified from Class II to stand for election as a Class I director; he is deemed independent under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Independence: The Board determined all non-employee directors, including Osnoss, are independent under Nasdaq rules; CEO Alex Shootman is not independent due to executive role .
• Board structure: Chairperson and CEO roles are separated; Brian R. Smith serves as independent Chair .
• Attendance: The Board met five times in 2024; each director attended at least 75% of Board and committee meetings for their service period. Independent directors met regularly in executive session; six directors attended the 2024 annual meeting .
• Committee assignments (2025): Osnoss is Chair of the Compensation Committee and a member of the Nominating & Corporate Governance Committee . In 2024, the Compensation Committee met four times and uses FW Cook as independent compensation consultant .
• Reclassification and board size: On March 30, 2025, to rebalance classes, the Board reduced size from nine to eight, moved one director from Class II to Class I, accepted Osnoss’s resignation from Class II, and nominated him to stand for election as Class I .

Fixed Compensation

• Director Compensation Program cash retainers: Non-employee director annual $30,000; committee chair/member retainers: Audit $20,000/$10,000; Compensation $15,000/$7,500; Information Systems Audit $15,000/$7,500; Nominating & Corporate Governance $10,000/$5,000; any non-executive chairperson receives $60,000 .
• Directors may elect to receive cash retainers in fully vested RSUs; some directors elected RSUs in lieu of cash (not disclosed for Osnoss) .

Performance Compensation

• Program mechanics: Annual RSU grant sized at $190,000 divided by 30-day average stock price; vests in full on the first anniversary or immediately before next annual meeting; initial director grant sized at $340,000 vests one-third per year; change-in-control accelerates vesting; deferral elections permitted under Section 409A .
• Equity award timing: Company does not time grants around MNPI; no stock options granted in 2024 .

Other Directorships & Interlocks

• Major shareholder interlock: General Atlantic, L.P. beneficially owns approximately 9.4% of Alkami; Osnoss is an employee of General Atlantic Service Company, L.P. (GASC). RSUs held by Osnoss vesting within 60 days (6,853) are held solely for the benefit of GASC, indicating sponsor-affiliated equity flow-through and potential influence .
• Compensation Committee interlocks: None among Compensation Committee members in 2024 (Osnoss, Nelson, Smith); Nelson is a former Alkami CEO (2011–2013) and manager (2009–2011) noted in disclosure .

Expertise & Qualifications

• Financial services investing, technology and SaaS exposure; board experience across fintech, payments, and enterprise software .
• Education: B.S. economics, Wharton; M.B.A., Harvard Business School .

Equity Ownership

• Beneficial ownership calculation based on 103,000,820 shares outstanding at March 17, 2025 .
• Hedging/pledging policy: Company prohibits short sales, publicly traded options, hedging instruments, margin purchases, and pledging of company securities by directors and employees .

Governance Assessment

• Strengths

  • Independent director, chairs Compensation Committee; committee uses FW Cook as independent consultant; regular meetings and oversight of clawback policy and succession planning .
  • Board separation of Chair and CEO; regular executive sessions; Audit Committee oversees related party transactions .
  • Equity alignment via annual RSU grants; ability to defer RSU settlement increases long-term alignment .

• Watchpoints / potential conflicts

  • Sponsor influence: General Atlantic is a ~9.4% holder; Osnoss is a GA employee and some RSUs are held for GASC’s benefit. While the Board deems him independent, investors should monitor transactions and decisions impacting GA’s interests (e.g., equity issuance, buybacks, strategic transactions) .
  • Attendance disclosure is only at “≥75%” threshold (not individual-level); best practice is near-100% participation for committee chairs—no specific shortfall disclosed but lack of granularity reduces transparency .

• Compensation structure observations

  • Year-over-year director equity value decreased ($189,594 to $178,315) due to grant sizing at fixed $190k face and stock price averaging; cash fees flat at $46,000, consistent with chair/member retainer structure .
  • No options granted in 2024; equity exclusively time-based RSUs—no performance-conditioned PSUs disclosed for directors .

• Related party safeguards

  • Formal policy requires Audit Committee review of related person transactions >$120,000 and arm’s length terms; 2025 proxy disclosed a family relationship transaction and vendor payments related to another director, not Osnoss .

RED FLAGS: Sponsor-affiliated director with material shareholder interlock (GA ~9.4%) and RSUs held for benefit of GASC; monitor for any related-party transactions or decisions that disproportionately benefit sponsor versus minority holders .

Signals improving confidence: Independent compensation oversight, clawback policy administered by Compensation Committee, prohibition on hedging/pledging, and separation of Chair/CEO roles .