Catherine Wong
About Catherine Wong
Catherine Wong (age 49) is an independent Class II director at Amplitude (AMPL), serving since June 2021. She is a seasoned product and engineering executive: formerly Chief Product Officer and EVP, Engineering at Domo, with prior leadership roles at Adobe and Omniture, and holds a B.S. in Computer Science from Brigham Young University . She currently serves as Chief Operating Officer and Chief Product Officer at Entrata, Inc., and Amplitude’s Board has affirmed her independence under Nasdaq rules notwithstanding ordinary-course commercial transactions with Entrata .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Domo, Inc. | Chief Product Officer & EVP, Engineering; previously SVP, Engineering | Nov 2015–Jan 2023; advisor through Mar 2023 | Led product and engineering at a public BI platform; senior operating experience in enterprise software |
| Adobe Inc. (via Omniture acquisition) | Vice President, Engineering | Aug 2009–Aug 2013 | Scaled engineering and analytics capabilities at a major software company |
| Omniture, Inc. | Various roles (pre-acquisition by Adobe) | Pre-2009 | Web analytics domain expertise |
External Roles
| Organization | Role | Tenure | Notes / Potential Interlock |
|---|---|---|---|
| Entrata, Inc. | Chief Operating Officer & Chief Product Officer | Current (noted in 2024–2025 proxies) | AMPL entered an ordinary-course commercial contract with Entrata on Sep 29, 2023 for $220,000 (platform) + $22,500 (professional services) |
| Human Interest, Inc. | Director | Current (as of 2023 proxy) | Private company board service |
| Women Tech Council | Director | Current (as of 2023 proxy) | Non-profit/industry council |
Board Governance
- Committee assignments: Compensation Committee member since at least 2022–2025; Chair of the Cybersecurity Committee (committee established July 2024) per 2025 proxy .
- Independence: Board determined Wong is independent under Nasdaq rules; independence assessment explicitly considered her Entrata executive role and AMPL’s ordinary-course transactions with Entrata .
- Attendance: In FY2022, FY2023, and FY2024, each AMPL director attended at least 75% of Board and applicable committee meetings; Board held 5, 5, and 7 meetings respectively. Annual meeting attendance: 8/9 directors (2023) and 6/9 directors (2024) attended .
- Committee activity levels: Compensation Committee met 4 times in FY2022 and 4 times in FY2023; Audit Committee met 5 times in FY2024 .
Fixed Compensation
Non-Employee Director Compensation Program (cash fees):
| Service | Amount ($) |
|---|---|
| Board retainer (Non-Employee Director) | 30,000 |
| Lead Independent Director | 15,000 |
| Non-Executive Chair | 22,500 |
| Audit Committee – Chair / Member | 20,000 / 10,000 |
| Compensation Committee – Chair / Member | 14,000 / 7,000 |
| Nominating & Corporate Governance – Chair / Member | 8,000 / 4,000 |
Notes:
- Directors may elect to receive all or a portion of cash fees in fully vested RSUs granted quarterly at the 30-day average price .
- In 2024, AMPL updated the program to enable investor-affiliated directors to receive cash fees and to compensate service on the newly established Cybersecurity Committee (exact committee fee schedule not shown in excerpt) .
Catherine Wong – Director Cash Compensation (Fiscal Years)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 37,000 | 37,000 | 38,333 |
Performance Compensation
Equity award design for non-employee directors:
- Initial Grant: RSUs with grant-date target value $525,000, vesting 1/3 annually over 3 years, granted at initial appointment/election after direct listing .
- Annual Grant: RSUs with grant-date target value $175,000, eligible once the Initial Grant is within 12 months of fully vesting and the director will continue service; vests in full by next annual meeting or first anniversary, whichever earlier .
- Change in control: All non-employee director equity vests in full upon a Change in Control, subject to service through immediately prior to the event .
Catherine Wong – Director Equity Compensation (Grant-Date Fair Value)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards ($) | — | — | 158,332 |
| Option Awards ($) | — | — | — |
No performance-conditioned metrics (e.g., TSR, revenue) apply to non-employee director equity at AMPL; awards are time-based RSUs per program design .
Other Directorships & Interlocks
| Entity | Relationship | Details |
|---|---|---|
| Entrata, Inc. | Executive role; potential related-party exposure | AMPL contracted with Entrata on Sep 29, 2023 for Amplitude Platform Services ($220,000) and Professional Services ($22,500). Board considered this ordinary-course transaction in independence determinations; Wong remained independent under Nasdaq rules . |
| Human Interest, Inc. | Director | Private company directorship (no disclosed AMPL transactions) . |
| Women Tech Council | Director | Non-profit/industry council (no disclosed AMPL transactions) . |
Expertise & Qualifications
- Senior product and engineering leadership in enterprise SaaS/analytics (Domo CPO/EVP Eng; Adobe VP Eng; Omniture) .
- Board service in fintech/HR benefits (Human Interest) and industry organizations (Women Tech Council) .
- Technical education: B.S., Computer Science, Brigham Young University .
- Current operating role: COO & CPO at Entrata; Board independence affirmed despite ordinary-course commercial ties between AMPL and Entrata .
Equity Ownership
Beneficial Ownership – Catherine Wong
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Class A Common Shares Beneficially Owned | 20,705 | 37,895 | 55,085 | 91,169 |
| Class B Common Shares Beneficially Owned | — | — | — | — |
| Options Beneficially Owned | — | — | — | — |
Stock Awards and Options Outstanding (Year-End)
| Metric | 2022 (as of 12/31/22) | 2023 (as of 12/31/23) | 2024 (as of 12/31/24) |
|---|---|---|---|
| Shares Subject to Stock Awards Outstanding | 78,125 | 46,875 | 34,519 |
| Options Outstanding (Class A) | — | — | — |
Policies impacting alignment and risk:
- Anti-hedging/anti-derivatives policy and restriction on pledging AMPL securities absent approval by Compliance Officer .
- Clawback policy (Oct 2, 2023) applies to executive officers’ incentive compensation (note: directors are not covered by Rule 10D-1 clawbacks) .
Governance Assessment
- Board effectiveness: Wong brings deep SaaS product/engineering expertise that is germane to AMPL’s strategy. Her progression to chair the Cybersecurity Committee (established July 2024) signals increasing responsibility in risk oversight relevant to software companies .
- Independence and conflicts: The Board reviewed ordinary-course business with Entrata (where Wong is COO/CPO), concluded all non-employee directors (including Wong) are independent. The Entrata contract totaled $242,500 in 2023; oversight resides with the Audit Committee under related-party policy—this is a manageable, disclosed exposure but should be monitored for scale/frequency (RED FLAG if it grows materially) .
- Attendance and engagement: AMPL reports all directors met the ≥75% attendance threshold across 2022–2024 amid active committee cadence; this supports engagement expectations .
- Compensation alignment: Director pay skews to equity given eligibility for annual RSU grants starting in 2024; Wong’s 2024 stock award ($158,332) plus modest cash fees indicates equity-oriented alignment. Program includes full vesting on change in control, common in peer practice but increases potential entrenchment optics; no performance-linked director equity (time-based RSUs only) .
- Risk indicators: Anti-hedging/pledging policy reduces misalignment risk; no pledging or hedging exceptions disclosed. Compensation Committee interlocks disclosure indicates no reciprocal interlocks with AMPL executives in 2024, reducing conflict risk .
Overall signal: Strong domain expertise and active committee responsibilities (Compensation member; Cybersecurity Chair) support board oversight quality. The Entrata relationship is disclosed and treated as ordinary-course; continued monitoring of transaction size and any expansion of related-party scope is advised for governance risk management .