Spenser Skates
About Spenser Skates
Spenser Skates, age 36, is Amplitude’s co‑founder, Chief Executive Officer, and Chairperson of the Board, serving as director and CEO since 2011. He holds a B.S. in Biological Engineering from MIT and won MIT’s Battlecode programming competition in 2009 and 2010; prior roles include algorithmic trader at DRW Trading Group (2010–2011) . Under his leadership, fiscal 2024 revenue grew 8% to $299.3M and ARR rose 11% to $312M; customers >$100K ARR reached 591 (+16% YoY) . Recent operating performance shows continued growth: Q2 2025 revenue $83.3M (+14% YoY), ARR $335M (+16% YoY), and Q3 2025 revenue $88.6M (+18% YoY), ARR $347M (+16% YoY) . Pay‑versus‑performance disclosure indicates TSR compression post‑2021 (value of a $100 investment: 2021 $96.61, 2024 $19.25) amid ongoing revenue growth .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| DRW Trading Group | Algorithmic Trader | 2010–2011 | Quant trading experience; foundation in data‑driven decision making |
External Roles
No external public company directorships or committee roles for Skates are disclosed; executive directors do not receive director fees .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $450,000 | $300,000 | $393,750 (paid); annual rate restored to $450,000 effective Apr 1, 2024 |
| Target Bonus % | — | — | Not eligible for 2024 Bonus Plan |
Notes:
- In February/May 2024, the Board restored Skates’ salary to prior levels; 2024 base salary set at $450,000 (+100% vs. 2023); actual paid reflects partial year at restored rate .
Performance Compensation
Skates did not participate in the FY2024 Executive Bonus Plan . Company bonus framework (context for NEOs who were eligible):
| Metric | Weighting | Target | Actual | Payout Driver | Payout contribution |
|---|---|---|---|---|---|
| Revenue | 70% | $298.7M | $298.8M | 100.3% | 70.2% |
| Non‑GAAP Operating Income (Loss) | 30% | $1.5M | $(2.2)M | 75.6% | 22.7% |
| Total payout vs. target | — | — | — | — | 92.9% |
FY2025 contemplation includes Skates’ participation in a similar Bonus Plan structure (semiannual payouts), per CD&A .
Equity Ownership & Alignment
- Beneficial ownership and voting power:
- Class B shares: 6,352,146 (five votes/share)
- Options exercisable within 60 days: 1,872,060 Class A shares
- Percentage of total voting power: 12.9%
- Outstanding awards (12/31/2024):
- Stock options:
- 01/01/2021 grant: 747,164 exercisable; 23,866 unexercisable; $4.19 strike; exp. 12/27/2030; vests monthly over 48 months
- 09/21/2021 grant: 1,101,030 exercisable; $4.19 strike; exp. 12/27/2030; fully vested as of 09/21/2023
- No RSUs outstanding for Skates .
- Stock options:
- Anti‑hedging and pledging: Company policy prohibits short sales, derivatives, and hedging; pledging is prohibited absent Compliance Officer approval; margin accounts are disallowed .
- 10b5‑1 trading plan activity: On Aug 8, 2025, Anne Skates (spouse) adopted a 10b5‑1 plan to sell up to 1,010,000 Class A shares through Dec 31, 2026, which may introduce incremental selling pressure unrelated to corporate fundamentals .
Employment Terms
- Status: At‑will employment; standard confidentiality and invention assignment agreements .
- Clawback: Policy for Recovery of Erroneously Awarded Compensation effective Oct 2, 2023; applies to incentive‑based pay tied to financial reporting measures over prior three completed fiscal years in the event of a restatement .
- Severance Plan (adopted Nov 5, 2024) economics for Skates:
- Termination without Cause / Good Reason (no CoC window):
- Cash: 6 months base salary ($225,000)
- COBRA reimbursement: $10,849
- Equity acceleration: none
- Total: $235,849
- Termination within CoC window (3 months pre‑ to 12 months post‑CoC):
- Cash: 12 months base salary ($450,000)
- Target bonus: 100% of target; for 2024 Skates had no target, but future participation contemplated
- Equity acceleration: $155,165 (based on $10.55 stock price as of 12/31/2024)
- COBRA reimbursement: $21,699
- Total shown: $626,864
- Termination without Cause / Good Reason (no CoC window):
- Tax gross‑ups: None; the company does not provide compensation‑related tax gross‑ups .
- Perquisites: None for NEOs beyond broad employee programs; no special perqs in 2024 .
- Retirement/Deferred comp: No defined benefit plans; no non‑qualified deferred comp participation disclosed for NEOs .
Board Governance
- Role and tenure: Director since 2011; currently Chairperson of the Board and CEO (combined role) .
- Independence: Board determined that all directors other than Skates and co‑founder CTO Curtis Liu are independent under Nasdaq rules .
- Lead Independent Director: James Whitehurst; presides over executive sessions, approves agendas, acts as liaison to CEO/chair .
- Committee memberships: Skates does not serve on standing committees; current chairs/membership include Audit (Chair Ron Gill), Compensation (Chair James Whitehurst), Nominating & Corporate Governance (Chair Elisa Steele until conclusion of 2025 annual meeting, then Erica Schultz), Cybersecurity (Chair Catherine Wong) .
- Board meeting cadence/attendance: Seven meetings in FY2024; each director attended at least 75% of board/committee meetings during service; six of nine directors attended the 2024 annual meeting .
- Vote outcomes (2025 Annual Meeting): Skates re‑elected Class I director (Votes For 176,821,305; Withheld 697,719; Broker Non‑Votes 13,173,138); Say‑on‑Pay approved (Votes For 174,234,197; Against 2,940,604; Abstentions 344,223; Broker Non‑Votes 13,173,138) .
- Executive‑specific director compensation: Executives are not eligible for director fees .
Compensation Structure Analysis
- Cash vs equity mix: Skates’ 2024 comp was entirely fixed salary (no bonus participation; no equity grants since 2020), emphasizing long‑term founder equity alignment over annual variable pay .
- Shift in design: Company restored CEO base salary to $450,000 in 2024 after 2023 reductions, signaling normalization of fixed pay; contemplated inclusion of CEO in 2025 Bonus Plan introduces more at‑risk cash compensation tied to revenue and non‑GAAP operating income .
- Performance metrics: Bonus Plan weighted 70% revenue and 30% non‑GAAP operating income; FY2024 payout achieved 92.9% of target for eligible NEOs .
- Equity approach: No new CEO awards in 2024; CEO holds significant legacy options and Class B equity; the severance plan provides single‑trigger acceleration upon CoC‑related termination window (double‑trigger acceleration at termination within CoC window), with full vesting of unvested time‑based awards .
- Clawback/compliance: Robust clawback compliant with SEC/Nasdaq; anti‑hedging and anti‑pledging policy reduces misalignment risk .
- Peer group benchmarking: Compensation peer group includes SaaS comparables (e.g., Braze, C3.ai, JFrog, Sprout Social); Compensia engaged as independent consultant; no conflicts identified .
Equity Ownership & Alignment Details
| Component | Detail |
|---|---|
| Class B common shares | 6,352,146 (five votes/share) |
| Options exercisable within 60 days | 1,872,060 Class A shares |
| Voting power | 12.9% of total voting power |
| Outstanding options (12/31/2024) | 01/01/2021: 747,164 exercisable; 23,866 unexercisable; $4.19 strike; 09/21/2021: 1,101,030 exercisable; $4.19 strike; exp. 12/27/2030 |
| RSUs | None |
| Hedging/Pledging policy | Hedging prohibited; pledging disallowed absent Compliance approval; margin accounts banned |
| 10b5‑1 plan activity | Spouse adopted plan to sell up to 1,010,000 Class A shares through Dec 31, 2026 |
Dual‑class considerations: Concentrated voting power among founders and select holders may influence strategic outcomes and delay control transactions; Class B conversion mechanics ultimately increase the relative voting power of long‑term Class B holders as others convert .
Employment & Contracts
| Term | No CoC termination | CoC window termination |
|---|---|---|
| Cash severance | 6 months base ($225,000) | 12 months base ($450,000) |
| Bonus | Prorated target bonus (CEO had none in 2024) | 100% of target bonus (future participation contemplated) |
| Equity acceleration | None | Full acceleration of unvested time‑based awards ($155,165 est. at $10.55 stock price) |
| COBRA | 6 months ($10,849) | 12 months ($21,699) |
| Clawback | Restatement‑based recovery (SEC/Nasdaq compliant) | Restatement‑based recovery (SEC/Nasdaq compliant) |
Performance & Track Record
- Growth delivery: FY2024 revenue $299.3M (+8% YoY), ARR $312M (+11% YoY), with notable enterprise expansion; customers >$100K ARR: 591 (+16% YoY) .
- 2025 momentum: Q2 2025 net‑new ARR highest in nearly three years; multiproduct ARR reached 67%; enterprise wins include Microsoft, Twilio, Redis, Telenor Denmark, Viator; positive non‑GAAP earnings per share in Q2; Free Cash Flow $18.2M .
- Strategic initiatives: Platform expansion via M&A (Command AI in Oct 2024), acceleration of AI‑native product development, launch of AI Agents and marketing analytics capabilities .
- TSR context: Post‑listing TSR weakened versus peer index starting in 2022; company continues revenue growth focus and links short‑term incentives to revenue and non‑GAAP operating income .
Board Service History, Committees, and Dual‑Role Implications
- Board service: Director since 2011; re‑elected as Class I director in 2025 to serve through 2028 .
- Committees: Skates is not a member of Audit, Compensation, Nominating & Corporate Governance, or Cybersecurity committees; these are led by independent directors (Gill, Whitehurst, Schultz/Wong) .
- Dual‑role implications: Combined Chair/CEO role with a Lead Independent Director to balance governance; Board affirms structure provides effective oversight and clear accountability; independent director majority (excluding Skates/Liu) .
- Attendance and oversight cadence: Seven board meetings in 2024; directors met attendance expectations; committees met multiple times (Audit 5x; Compensation 4x; Nominating 4x; Cybersecurity 2x) .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval: 89.57% support at 2024 annual meeting; informed continuation of program design .
- 2025 Say‑on‑Pay approval: Votes For 174,234,197; Against 2,940,604; Abstentions 344,223; indicates continued shareholder support .
Compensation Peer Group (Benchmarking)
Peer group for FY2024 includes Asana, Braze, C3.ai, JFrog, Sprout Social, WalkMe, and others; Compensia engaged as independent consultant, with independence confirmed; peer set updated for market cap alignment (e.g., removal of Alteryx, Confluent, Smartsheet) .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited, reducing misalignment and margin‑call risk; pledging requires approval .
- Dual‑class control risk: Founders and affiliated holders maintain significant voting power; may delay/control major transactions; disclosed in risk factors .
- 10b5‑1 plan selling pressure: Spouse’s plan to sell up to 1,010,000 Class A shares through 2026 could create technical overhang .
- Clawback readiness: SEC/Nasdaq‑compliant clawback policy adopted Oct 2023 .
- Section 16 compliance: Company reported timely filings for FY2024 .
Investment Implications
- Alignment: Skates’ large Class B stake and absence of recent equity grants signal long‑term founder alignment; anti‑hedging/pledging policy and clawback strengthen governance .
- Incentive design: CEO entering a revenue/non‑GAAP operating income‑linked bonus plan in 2025 increases pay‑for‑performance sensitivity; FY2024 plan delivered 92.9% payout for eligible NEOs .
- Trading signals: The spouse’s sizable 10b5‑1 sale plan represents potential overhang; CEO’s unvested options are minimal relative to total holdings, limiting near‑term vest‑driven selling pressure .
- Control dynamics: Dual‑class structure concentrates voting power with founders/affiliates, which can support long‑term strategy execution but may impede change‑of‑control outcomes; investors should factor governance and potential takeover optionality constraints into valuation and risk models .