James Whitehurst
Lead Independent Director at AMPL
Board
About James Whitehurst
James Whitehurst (age 57) is an independent director of Amplitude, serving since September 2021; he is the Lead Independent Director, responsible for presiding over executive sessions, approving agendas and acting as liaison between independent directors and the CEO/Chair . He is Managing Director at Silver Lake Partners (since May 2024), formerly interim CEO and President of Unity Software Inc. (Oct 2023–May 2024), President/SVP at IBM (2019–2021), and CEO of Red Hat (2008–2020); he holds a B.A. in Computer Science & Economics from Rice and an MBA from Harvard .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silver Lake Partners | Managing Director | May 2024–present | Technology investment leadership |
| Unity Software Inc. | Interim CEO & President | Oct 2023–May 2024 | Operational turnaround leadership |
| IBM | Senior Advisor; President; SVP | Jul 2019–May 2022 (Advisor Jul 2021–May 2022; President Apr 2020–Jul 2021; SVP Jul 2019–Apr 2020) | Enterprise operations leadership |
| Red Hat, Inc. | Chief Executive Officer | Jan 2008–Apr 2020 | Scaled open-source leader; led sale to IBM |
| Delta Air Lines | Various leadership roles | Jan 2002–Aug 2007 | Airline operations/strategy |
| Boston Consulting Group | Consultant | Sep 1989–Dec 2001 | Strategy consulting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Airlines Holdings, Inc. | Director | Since Mar 2016 | Public company board oversight |
| Unity Software Inc. | Director | Since Oct 2023 | Product/strategy oversight |
| Software AG (foreign exchange) | Director | Since Jan 2023 | Software governance |
| Qualtrics, Inc. | Director | Since May 2024 | Experience management oversight |
| Red Hat, Inc. | Director (prior) | Jan 2008–Jul 2019 | Open-source leadership governance |
| SecureWorks Corp. | Director (prior) | Apr 2016–Apr 2019 | Cybersecurity governance |
| DigitalGlobe, Inc. | Director (prior) | Aug 2009–May 2016 | Satellite imaging governance |
Board Governance
- Independence: The Board determined all directors other than the CEO and CTO are independent under Nasdaq rules; Whitehurst is independent .
- Lead Independent Director: Presides over meetings without the chair, leads executive sessions of independent directors, approves schedules/agendas, and liaises with the CEO/Chair .
- Committee assignments (2024): Compensation Committee Chair; not on Audit; not on Nominating/Governance; Cybersecurity Committee membership to be Catherine Wong (Chair) and Whitehurst effective upon conclusion of the 2025 Annual Meeting .
- Attendance: Seven Board meetings in FY2024; each director attended at least 75% of Board and applicable committee meetings; Compensation Committee met four times; Audit five; Nominating/Governance four; Cybersecurity two .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation | Chair | 4 | Oversees exec and director pay; uses independent consultant (Compensia); no consultant conflicts |
| Audit | Member? | 5 | Not a member; Audit chaired by Ron Gill |
| Nominating & Corp Gov | Member? | 4 | Not a member; chaired by Elisa Steele (then Erica Schultz post-2025 AM) |
| Cybersecurity | Member (effective post-2025 AM) | 2 (committee total in 2024) | Catherine Wong Chair; Whitehurst to join post-2025 AM |
- Interlocks: Compensation Committee members (Gill, Whitehurst, Wong; Vishria through Jan 30, 2024) were non-employees; no interlocks with other entities’ execs serving on AMPL’s Board/Comp Committee .
Fixed Compensation
| Component | Amount (FY2024) | Source/Notes |
|---|---|---|
| Board cash fees (total) | $59,000 | Sum of components below |
| Board retainer | $30,000 | Non-employee director cash retainer |
| Lead Independent Director fee | $15,000 | Additional board service |
| Compensation Committee Chair fee | $14,000 | Committee chair retainer |
| Cybersecurity Committee fee | $0 | Not a member in 2024; membership begins post-2025 AM |
Performance Compensation
| Element | Value (FY2024) | Vesting/Metrics | Notes |
|---|---|---|---|
| Stock awards (RSUs) | $158,332 grant-date fair value | Time-based RSUs; Annual Grant vests in full by next annual meeting or first anniversary | Directors may elect cash fees in RSUs; RSUs fully vested on grant for fee-in-lieu elections |
| Initial RSU grant (program term) | $525,000 ÷ 30-day avg price | Vests 1/3 annually over 3 years | Applies to directors appointed after Direct Listing; Whitehurst eligible for Annual Grants beginning 2024 |
| Annual RSU grant (program term) | $175,000 ÷ 30-day avg price | Vests by next annual meeting/first anniversary | Accelerates upon Change in Control |
| Performance metrics | None (time-based vesting for directors) | Not performance-conditioned | Equity accelerates on Change in Control; deferral elections permitted |
Other Directorships & Interlocks
| Other Board | Role | Tenure | Interlock/Conflict Notes |
|---|---|---|---|
| United Airlines Holdings, Inc. | Director | Since Mar 2016 | No AMPL-related interlocks disclosed |
| Unity Software Inc. | Director | Since Oct 2023 | Served as interim CEO/President; independence at AMPL affirmed |
| Software AG | Director | Since Jan 2023 | Foreign-listed; no AMPL-related interlocks disclosed |
| Qualtrics, Inc. | Director | Since May 2024 | No AMPL-related interlocks disclosed |
- Related-party transactions: AMPL discloses policy oversight by Audit Committee; no related-person transactions (>$120,000) involving directors reported since Jan 1, 2024 .
Expertise & Qualifications
- Proven CEO/operational leader (Red Hat CEO; IBM President; interim CEO Unity) with deep software, open-source, and enterprise operations experience .
- Technology investment leadership at Silver Lake; multi-industry board experience (airline, software, experience management) .
- Academic credentials in computer science/economics (Rice) and MBA (Harvard) .
Equity Ownership
| Item | Detail | Notes |
|---|---|---|
| Beneficial ownership (Class A shares) | 139,625 shares (less than 1%) | Includes 109,375 Class A shares; 3,544 vested RSUs deferred; 26,706 RSUs vesting within 60 days |
| Options | None disclosed | Director options outstanding not listed for Whitehurst |
| Unvested stock awards outstanding (as of 12/31/2024) | 42,332 shares subject to stock awards | Director equity outstanding overview |
| Voting power | Less than 1% of total voting power | No Class B holdings noted |
| Hedging/Pledging | Hedging prohibited; pledging prohibited absent Compliance Officer approval | Insider Trading Compliance Policy on anti-hedging/anti-pledging |
Governance Assessment
- Board effectiveness: Independence affirmed; Lead Independent Director role centralizes independent oversight and executive sessions, strengthening governance .
- Engagement: At least 75% attendance for Board/committees in FY2024; Compensation Committee met four times; robust committee cadence .
- Pay alignment: Director pay skews to equity ($158k stock vs $59k cash), promoting alignment; Annual RSU grants with time-based vesting and CoC acceleration; optional fee-to-RSU election and deferral support long-term alignment .
- Conflicts/related-party: No related-party transactions disclosed; Compensation Committee interlocks absent; independence considered despite ordinary-course relationships of other directors (not Whitehurst) .
- Risk controls: Anti-hedging/anti-pledging policy; D&O indemnification/insurance; clawback policy for executives (directors not subject) .
- Signals: Upcoming Cybersecurity Committee membership for Whitehurst post-2025 AM enhances oversight of cyber risk, aligning with his software/cyber exposure .
- Say-on-Pay context: 2024 Say-on-Pay approval at 89.57% reflects shareholder support for exec pay program governance backdrop .
RED FLAGS: None disclosed in proxy regarding related-party transactions, hedging/pledging, or attendance shortfalls. Monitor multi-board/time commitments (United Airlines, Unity, Software AG, Qualtrics, Silver Lake) for potential overboarding risk; independence currently affirmed by the Board .
Insider Trades
| Item | Detail |
|---|---|
| Section 16 filings timeliness | All directors/officers satisfied Section 16(a) filing requirements in FY2024 |
(Proxy does not enumerate individual Form 4 transactions; no insider trading detail is disclosed here. For transaction-level analysis, review Form 4 filings on SEC EDGAR.)