Ron Gill
About Ron Gill
Independent director since June 2019 (Class III; term expires at the 2027 Annual Meeting). Age 59. Current roles include Chief Financial Officer of Benchling, Inc. (since June 2024) and Operating Partner at Lead Edge Capital (since June 2018). Former CFO of NetSuite (2010–2017, through Oracle acquisition). Audit Committee financial expert; independent under Nasdaq rules. Education: B.A. in Finance & Economics (Baylor University) and M.I.B. in International Business (University of South Carolina).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NetSuite, Inc. | Chief Financial Officer | 2010–2017 | Led finance through Oracle acquisition; senior public-company finance experience |
| Hyperion Solutions; SAP SE; Dell Inc.; Sony Group | Various financial positions | Prior to 2007 | Broad enterprise finance roles across tech multinationals |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Benchling, Inc. | Chief Financial Officer | Since Jun 2024 | Executive role; potential time/overlap considerations |
| Lead Edge Capital | Operating Partner | Since Jun 2018 | Growth equity investing; capital markets perspective |
| HubSpot, Inc. | Director | Since Jun 2012 | Public company board experience (committee roles not disclosed) |
Board Governance
- Class III director; term to 2027; not standing for election in 2025 .
- Independent director under Nasdaq rules; Audit/Compensation Committee independence requirements met .
- Audit Committee Chair; members: Gill (Chair), Pat Grady, Tien Tzuo (Elisa Steele resigned after 2025 meeting). Audit Committee met 5 times in FY2024. Gill designated “audit committee financial expert” under Item 407(d)(5) .
- Compensation Committee member; Chair is James Whitehurst; committee met 4 times in FY2024 .
- Not on Nominating & Corporate Governance or Cybersecurity committees .
- Board held 7 meetings in FY2024; each director attended at least 75% of aggregate Board/committee meetings. Six of nine directors attended the 2024 Annual Meeting .
- Lead Independent Director: James Whitehurst (presides executive sessions, approves agendas) .
- Policies: Code of Business Conduct and Ethics; anti-hedging and anti-pledging (pledging prohibited absent approval) .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Board cash retainer | $30,000 | Non-employee director cash program |
| Audit Committee Chair fee | $20,000 | Chair premium |
| Compensation Committee member fee | $7,000 | Member fee |
| Total cash fees | $57,000 | Sum of cash components |
| Stock awards (RSUs; grant-date fair value) | $158,332 | Annual director equity; vest per program |
| Total FY2024 director compensation | $215,332 | Cash + stock |
| Unvested RSUs outstanding (12/31/2024) | 18,894 shares | At year-end |
Program terms (selected): Initial grant ~$525,000 split by 30-day average price, vesting in thirds annually; Annual grant ~$175,000 vesting by next annual meeting/first anniversary; cash fees payable quarterly; equity accelerates on Change in Control; directors may elect to receive cash fees in RSUs and can defer settlement of RSUs .
Performance Compensation
No performance-based compensation disclosed for directors; no director performance metrics or options for FY2024 (stock awards are time-based RSUs) .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Transaction Disclosure |
|---|---|---|
| HubSpot, Inc. | Director since 2012 | No Amplitude related-party transactions disclosed involving HubSpot or Gill |
| Benchling, Inc. | CFO since 2024 | No Amplitude related-party transactions disclosed involving Benchling or Gill |
| Lead Edge Capital | Operating Partner | No Amplitude related-party transactions disclosed involving Lead Edge or Gill |
Compensation Committee interlocks: None disclosed; Amplitude executives did not serve on other companies’ boards/comp committees in reciprocal arrangements. Gill and other comp committee members were non-employee directors; Compensia engaged as independent consultant (no conflicts) .
Expertise & Qualifications
- Audit Committee financial expert designation; deep financial literacy .
- Former CFO at NetSuite; extensive public-company finance, M&A, controls, and reporting experience .
- Current CFO (Benchling) and Operating Partner (Lead Edge Capital) add operational and investor perspectives .
- Degrees: B.A. Finance & Economics (Baylor); M.I.B. International Business (University of South Carolina) .
Equity Ownership
| Holding (as of 4/15/2025 unless noted) | Shares | Percent of Class / Voting Power |
|---|---|---|
| Class A common stock (beneficial) | 59,772 | <1% (“*” in proxy table) |
| Class B common stock (beneficial) | 310,000 | <1% voting power for Gill individually; Class B has 5 votes/share |
| RSUs vesting within 60 days (counted in beneficial) | 18,894 (included in Class A beneficial count) | As noted in footnote |
| Unvested RSUs outstanding (12/31/2024) | 18,894 | Per director equity table |
Notes: Beneficial ownership percentages computed versus 98,766,875 Class A and 32,093,043 Class B shares outstanding; Class B convertible 1:1 into Class A; voting power aggregated at combined-class level .
Governance Assessment
- Strengths: Independent director; Audit Chair with “financial expert” designation; strong attendance; robust Code of Conduct; strict anti-hedging/anti-pledging policy; independent compensation consultant (Compensia) with no conflicts; clawback policy in place for executives (enhances overall control environment) .
- Alignment: Receives mix of cash retainers and time-based RSUs; unvested/ongoing RSU exposure supports long-term alignment; beneficial ownership present though <1% overall, consistent with typical director holdings .
- Engagement: Chairs Audit (5 meetings FY2024) and serves on Compensation (4 meetings); Board met 7 times; at least 75% attendance threshold met by all directors .
- Potential conflicts/overboarding risks: Concurrent CFO role at Benchling and Operating Partner role at Lead Edge could pose bandwidth/conflict considerations; however, Board affirmatively determined independence and Related Party Transactions section lists no transactions involving Gill; ordinary-course relationships noted in independence review did not include his affiliations .
- Broader investor sentiment: Prior say‑on‑pay support 89.57% in 2024; suggests acceptable compensation governance framework at the company level (informational context) .
RED FLAGS: None disclosed specific to Gill (no director attendance shortfalls; no hedging/pledging violations; no related-party transactions reported). Monitor for any future transactions involving Benchling or Lead Edge and any changes in committee workload or attendance given external commitments .