Susanna Morgan
About Susanna Morgan
Independent director of Alkami Technology (ALKT) appointed June 29, 2025, effective July 23, 2025; designated Class III with a term expiring at the 2027 annual meeting. She was determined independent and qualifies as an audit committee financial expert; appointed to Alkami’s Audit Committee upon joining the Board. Background spans senior finance leadership (CFO of Remitly Global Inc. 2018–2022; SVP roles at Apptio and Concur) and current public/private board service in fintech and analytics.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Remitly Global Inc. (NASDAQ: RELY) | Chief Financial Officer | 2018–2022 | Led finance at a mobile-first remittances provider; public markets experience |
| Apptio (NASDAQ: APTI; later acquired) | SVP, Finance & Investor Relations | 2015–2018 | Capital markets, investor relations leadership |
| Concur (NASDAQ: CNQR) | SVP & Global Head of FP&A | Prior to 2015 | Enterprise SaaS FP&A leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Payoneer | Board Member; Audit Committee Chair | Since 2023 | Audit leadership at a fintech payments company |
| Mixpanel | Board Member | Since 2023 | Product analytics governance |
Board Governance
- Independence: Board determined Morgan is independent under Nasdaq rules and qualifies as an “audit committee financial expert.” Appointed to the Audit Committee at ALKT.
- Committee assignments: Audit Committee member; appointment coincided with committee rebalancing (Joseph Payne moved to Information Systems Audit Committee; Brian R. Smith stepped down from Information Systems Audit Committee).
- Board structure: Independent Chairperson of the Board is Brian R. Smith; roles of Chair and CEO are separated.
- Executive sessions and attendance baseline: Independent directors met regularly in executive sessions in 2024; all directors met ≥75% attendance in 2024 (pre-dating Morgan’s appointment).
Fixed Compensation
| Component | Amount/Formula | Vesting/Terms | Source |
|---|---|---|---|
| Annual non-employee director cash retainer | $30,000 per year | Paid quarterly in arrears | |
| Non-executive Chair retainer | $60,000 per year | Paid quarterly | |
| Committee retainers (Chair/Member) | Audit: $20,000 / $10,000; Compensation: $15,000 / $7,500; Info Systems Audit: $15,000 / $7,500; Nominating & Gov: $10,000 / $5,000 | Paid quarterly | |
| Election to take retainers in RSUs | Cash retainers may be taken as fully vested RSUs; RSU amount = cash divided by 30-day avg price | RSUs are fully vested at grant for cash-in-lieu elections | |
| Initial equity grant (upon appointment) | RSUs valued at $340,000 ÷ 30-day avg price | Vests one-third annually over 3 years (service-based) | |
| Annual equity grant (at annual meeting) | RSUs valued at $190,000 ÷ 30-day avg price | Vests at 1-year anniversary or immediately before next annual meeting | |
| Change-in-control treatment | All director RSU awards vest immediately before a change in control | Applies to Initial and Annual grants |
- Morgan will “receive the same fees as the Company’s other independent directors” per appointment 8‑K; specific cash/equity amounts governed by the Director Compensation Program above.
Performance Compensation
Directors do not have performance-based pay at ALKT; RSU grants are time-based and serve alignment/retention.
| Performance Metric | Weight | Target Definition | Notes |
|---|---|---|---|
| None for directors | — | — | Director equity is time-based RSUs per program; no disclosed performance conditions |
Other Directorships & Interlocks
- Current boards: Payoneer (Audit Chair) and Mixpanel.
- Prior employer overlap: Morgan (Apptio 2015–2018) and ALKT CEO Alex Shootman (Apptio President, Worldwide Field Operations 2013–2016) share a prior employer, indicating a potential network tie but not a related-party transaction.
Expertise & Qualifications
- Designated audit committee financial expert at ALKT; deep CFO background with SEC reporting, capital markets, and investor relations expertise.
- Fintech/payments and SaaS analytics domain knowledge via Payoneer and Mixpanel board roles; operational finance leadership across growth-stage enterprise software.
Equity Ownership
| Data Point | Value | Notes |
|---|---|---|
| Total beneficial ownership (initial Form 3) | 0 shares | Form 3 filed July 24, 2025 states “No securities are beneficially owned.” |
| Ownership % of outstanding | 0.0% | Based on 103,000,820 shares outstanding as of March 17, 2025. 0 / 103,000,820 = 0.0% |
| Vested vs. unvested | None disclosed at appointment | Initial grant expected per program upon appointment, but holdings were zero at Form 3 filing date. |
| Options | None disclosed | Director equity program utilizes RSUs; no options indicated for directors. |
| Pledging/Hedging | Prohibited | Company policy prohibits hedging, short sales, margin purchases, and pledging for directors. |
Insider filings:
- Form 3: Initial statement of beneficial ownership filed July 24, 2025; no securities beneficially owned; Power of Attorney authorized filings via CLO/CEO.
Governance Assessment
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Strengths
- Independence and audit expertise: Explicitly designated independent director and audit committee financial expert; immediate Audit Committee service strengthens oversight of financial reporting and controls.
- Pay structure: Standardized director compensation with modest cash retainers and time-based RSUs; ability to take cash retainers in stock and deferral options enhances alignment.
- Risk controls: Hedging/pledging prohibitions, indemnification framework, and clear related-party transaction review by Audit Committee.
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Potential Weak Spots / RED FLAGS to monitor
- Initial ownership alignment gap: Form 3 shows zero beneficial ownership at appointment; alignment is expected to increase with initial RSU grant, but monitor subsequent Form 4s for actual holdings accumulation.
- Interlocks: Prior Apptio overlap with ALKT CEO could create perceived familiarity bias; mitigate via continued independent committee oversight and robust Nominating & Governance processes.
- Committee transitions: Board rebalancing around her appointment moved members among committees; ensure continuity in Information Systems Audit and Audit oversight amid changes.
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Signals for investor confidence
- Formal Nominating & Governance-led search process and independence determination suggest disciplined board refresh.
- Separation of Chair and CEO roles, regular executive sessions, and explicit audit/compensation governance structures align with best practice.
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Related party transactions
- No ALKT related-party transactions disclosed involving Morgan; Audit Committee oversees approval of such transactions.
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Director compensation governance
- Use of independent compensation consultant (FW Cook) for director/executive pay; clawback applies to executive incentive comp; director equity subject to change-in-control vesting per plan.