Erica Schultz
About Erica Schultz
Erica Schultz, 51, has served as an independent director of Amplitude since December 2020. She is President of Field Operations at Confluent, Inc. (since October 2019) and previously held senior revenue leadership roles at New Relic, LivePerson, and Oracle. She holds a B.A. in Spanish and Latin American Studies from Dartmouth College and served on Dartmouth’s Board of Trustees from June 2016 to June 2024. The Board has affirmatively determined she is independent under Nasdaq rules, notwithstanding ordinary-course transactions with Confluent, and she is a Class I nominee to serve through the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Relic, Inc. | Chief Revenue Officer (and prior leadership roles) | Jun 2014–Oct 2019 | Led global revenue; senior enterprise software operating experience |
| LivePerson, Inc. | EVP Global Sales; EVP Global Sales, Services & Field Ops | Feb 2012–Mar 2014 | Ran global sales and field operations |
| Oracle Corporation | Various roles | Nov 1995–Jan 2012 | Long-tenure enterprise GTM and ops experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Confluent, Inc. | President, Field Operations | Oct 2019–present | Public company; ordinary-course transactions with Amplitude considered in independence review |
| Operator Collective | Limited Partner & Fund Advisor | Jan 2019–present | Venture fund advisory role |
| Dartmouth College | Trustee | Jun 2016–Jun 2024 | Governance experience in academic institution |
Board Governance
- Board class and tenure: Class I director (nominated for re-election to serve until 2028); director since Dec 2020 .
- Committee assignments: Nominating & Corporate Governance Committee member; expected to serve as Chair effective immediately after the 2025 Annual Meeting (committee to consist of Erica Schultz and Tien Tzuo) .
- Independence: Board affirmed independence for all directors other than the CEO and CTO; independence analysis explicitly considered ordinary-course business with Confluent, Entrata, and Zuora .
- Attendance and engagement: The Board met 7 times in FY2024; each director attended at least 75% of Board and applicable committee meetings; 6 of 9 directors attended the 2024 Annual Meeting .
- Lead Independent Director: James Whitehurst serves as Lead Independent Director; presides over independent director sessions and approves agendas .
Fixed Compensation
| Item | Erica Schultz (FY2024) | Program Terms |
|---|---|---|
| Cash fees (Board retainer + committee member fees) | $34,000 | Board retainer $30,000; Nominating & Corporate Governance member $4,000; Audit member $10,000; Compensation member $7,000; Cybersecurity member $4,000; Chair fees higher per committee |
| Equity (RSUs; grant-date fair value) | $158,332 | Initial director RSUs sized at $525,000; annual RSUs sized at $175,000; RSU sizing uses 30-day average price; initial grant vests 1/3 annually; annual grant vests fully by next annual meeting; change-in-control full vesting |
| Total FY2024 director compensation | $192,332 | Directors may elect to receive cash fees in fully vested RSUs; may defer RSUs; quarterly cash paid in arrears |
Notes:
- Ms. Schultz became eligible for Annual Grants commencing with the 2024 Annual Meeting per program design .
- No meeting fees are paid beyond retainers/committee fees; cash can be taken as RSUs at director’s election .
Performance Compensation
| Component | Structure | Metrics | Vesting |
|---|---|---|---|
| Director RSUs | Time-based equity; not performance-based | None disclosed for directors | Initial grant: 1/3 per anniversary; Annual grant: full vest on first anniversary or next annual meeting; CIC acceleration |
Clawbacks and hedging: Company has an executive clawback policy (Oct 2, 2023) for incentive-based comp; Insider Trading Policy prohibits hedging and pledging of Company securities absent approval . No director-specific performance metrics disclosed.
Other Directorships & Interlocks
| Company | Type | Nature of Relationship | Governance Treatment |
|---|---|---|---|
| Confluent, Inc. | Employer (public company) | President, Field Operations | Board reviewed ordinary-course transactions with Confluent in independence assessment; determined Ms. Schultz is independent under Nasdaq rules |
No other public company directorships for Ms. Schultz were disclosed in the proxy .
Expertise & Qualifications
- Senior enterprise go-to-market and sales leadership across public SaaS companies (Confluent, New Relic, LivePerson); deep revenue operations expertise .
- Governance experience (Dartmouth Trustee) and venture ecosystem insights via Operator Collective .
- Board’s rationale: qualified due to sales expertise and extensive management experience at enterprise technology companies .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Derivatives/RSUs (within 60 days of 4/15/2025) | % Ownership | Notes |
|---|---|---|---|---|---|
| Erica Schultz | 230,894 | — | 18,894 RSUs vesting within 60 days; 112,000 options exercisable within 60 days | <1% | Includes 100,000 Class A shares directly, plus RSUs/options counted within 60 days |
Anti-pledging: Insider Trading Policy prohibits pledging company stock without approval; no pledging by Ms. Schultz disclosed . No Form 4 insider trade detail was disclosed in the proxy; no hedging transactions permitted .
Governance Assessment
- Board effectiveness and independence: Ms. Schultz is independent and active on a governance-critical committee (Nominating & Corporate Governance), slated to be Chair—positive for board refreshment and oversight .
- Potential conflicts: Employment at Confluent with ordinary-course business ties to Amplitude introduces potential interlock risk; Board explicitly evaluated and affirmed independence—monitor ongoing related-party exposure for materiality changes. No specific related-party transactions involving Ms. Schultz are disclosed beyond ordinary-course considerations .
- Attendance and engagement: Meets minimum attendance thresholds; Board had 7 meetings in FY2024, and directors broadly attended Annual Meeting—acceptable engagement baseline .
- Compensation alignment: Mix favors equity via RSUs with modest cash retainers, encouraging alignment; directors can convert cash to RSUs and defer settlements. No performance-linked equity for directors; standard for mid-cap SaaS; change-in-control accelerates director RSUs (watch for potential entrenchment optics) .
- Risk indicators: Anti-hedging/anti-pledging policies mitigate misalignment risk; no disclosed pledging, loans, or related-party transactions involving Ms. Schultz; no legal proceedings disclosed in proxy sections reviewed .
RED FLAGS: None explicit in disclosures. Soft flag: dual role at Confluent with ordinary-course transactions—requires continued scrutiny, but Board independence review and Nasdaq compliance mitigate concerns at present .