Pat Grady

About Pat Grady

Partner at Sequoia Capital since March 2007; independent Class II director at Amplitude since November 2018. Age 42; B.S. in Economics from Boston College. Tenure on AMPL board: 2018–present; current term expires at the 2026 Annual Meeting. The Board has affirmatively determined Grady is independent under Nasdaq rules.

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member (Audit met 5x in 2024; Board met 7x). Grady is not a committee chair.
• Independence: Board determined all directors except the CEO and CTO are independent; includes Grady.
• Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024.
• Board leadership: CEO serves as Chair; James Whitehurst is Lead Independent Director (presides over executive sessions and liaises between independents and CEO).

Fixed Compensation

• Non-Employee Director Compensation Program (cash retainers): | Service | Fee | |---|---| | Board annual 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 | | Cybersecurity Committee – Chair / Member | $8,000 / $4,000 |

• Actual FY2024 director pay (Pat Grady): | Component | Amount ($) | |---|---| | Fees Earned or Paid in Cash | $30,000 | | Stock Awards (grant-date fair value) | $158,332 | | Total | $188,332 |

Notes:

• Directors affiliated with investors became eligible for cash fees in 2024; fees payable quarterly in arrears.

Performance Compensation

• Equity structure for directors: | Grant Type | Amount Basis | Vesting | |---|---|---| | Initial Grant on joining Board | $525,000 / 30-day average price | Vests 1/3 annually over 3 years | | Annual Grant (eligible directors) | $175,000 / 30-day average price | Full vest on earlier of 1-year anniversary or next annual meeting | | Cash fee conversion election | RSUs equal to cash fees / 30-day average price | Fully vested at grant | | Change in Control | All director equity vests in full | Upon consummation of a Change in Control |

No performance metrics are tied to director compensation (RSUs are time-based; no TSR/financial hurdles disclosed).

Other Directorships & Interlocks

• Sequoia Capital holds a significant AMPL stake (Class B and Class A) via multiple affiliated funds; as a Sequoia partner, Grady may be deemed to share voting/dispositive power, though he disclaims beneficial ownership of those fund-held shares.
• Past public boards: Okta, Embark Trucks (ended 2023). No current public company directorships disclosed.

Expertise & Qualifications

• Venture capital investor with extensive experience scaling technology companies; boards of numerous private tech firms.
• Education: B.S. in Economics, Boston College.
• Skills relevant to AMPL: growth-stage governance, capital allocation, product-led enterprise scaling; independence affirmed under Nasdaq rules.

Equity Ownership

• Outstanding director equity (12/31/2024): RSUs 18,894; options: none.

• Beneficial ownership (attribution and direct holdings): | Measure | Class A Shares | Class B Shares | Total Voting Power | |---|---:|---:|---:| | Aggregated beneficial (includes Sequoia affiliates; Grady disclaims beneficial ownership of those fund-held shares) | 2,844,994 | 7,574,409 | 15.7% | | Pat Grady direct/attributable holdings (excluding Sequoia funds; plus near-term vesting) | 27,149 Class A + 18,894 RSUs vesting ≤60 days | 150,018 | Not separately stated |

• Anti-hedging and anti-pledging policy: short sales, options/derivatives, and pledging of AMPL stock are prohibited absent Compliance Officer approval; no pledging by Grady disclosed.

Governance Assessment

• Alignment: Mix of modest cash and meaningful equity (RSUs) supports alignment; Grady held 18,894 RSUs outstanding; time-based vesting, full acceleration on change-in-control.
• Independence and engagement: Board determined Grady is independent; he serves on Audit Committee; all directors met ≥75% attendance in 2024; Audit met 5x.
• Compensation governance: Use of independent consultant (Compensia) with affirmed independence; no consultant conflicts.
• Potential conflicts and related-party oversight:
  • Sequoia’s substantial ownership (approx. 2.8% Class A and 23.1% Class B across affiliates; 15.4% voting power attributed to Sequoia entities) combined with Grady’s partnership elevates conflict risk; Audit Committee reviews related person transactions under Board policy.
  • Grady’s beneficial ownership table aggregates Sequoia holdings with explicit disclaimer; investors should monitor recusal practices and Audit Committee oversight in any transactions involving Sequoia or portfolio companies.
• Dual-class voting: Concentration of voting power via Class B shares across insiders/investors increases takeover/entrenchment risk; directors may be removed only for cause with a two-thirds vote.
• Shareholder sentiment: Say-on-Pay support was 89.57% at the 2024 Annual Meeting, indicating generally positive investor sentiment toward compensation governance.

RED FLAGS

• Sequoia interlock: Grady’s Sequoia affiliation alongside Sequoia’s large Class B position (23.1%; 15.4% voting power) presents potential influence or perceived conflict; vigilance around recusals and related-party transaction approvals is warranted.
• Dual-class structure and staggered board can delay/impede change-in-control or governance changes, amplifying the importance of independent committee oversight.

Notes:

• We attempted to retrieve Pat Grady’s recent Form 4 activity for AMPL but could not access the insider-trades service; equity ownership reflects the latest proxy data.