A.G.W. “Jack” Biddle, III
APPIANAbout A.G.W. “Jack” Biddle, III
A.G.W. “Jack” Biddle, III, age 64, has served as an independent director of Appian Corporation since 2008. He is a General Partner and co‑founder of Novak Biddle Venture Partners (1996–present) and holds a B.A. in Economics from the University of Virginia, bringing long‑standing technology investing and private board experience to Appian’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Appian Corporation | Director | 2008–present | Audit Committee member; Board met 4 times in 2024; all directors attended ≥75% of meetings |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novak Biddle Venture Partners | General Partner; Co‑founder | 1996–present | Director for a number of privately held companies (not specified), adding venture investing expertise |
Board Governance
- Independence: Biddle is one of four independent directors on the nine‑member board under Nasdaq standards .
- Committee assignments: Audit Committee member (chair: Shirley A. Edwards); Audit met 5 times in 2024; members deemed independent .
- Attendance: Board met 4 times in 2024; each director attended at least 75% of board and committee meetings .
- Board leadership: CEO serves as Chairman; Appian is a “controlled company” under Nasdaq rules due to CEO voting control, exempting it from certain independence requirements .
Fixed Compensation (Director)
| Component | Fiscal Year | Amount/Structure |
|---|---|---|
| Annual Board retainer (cash) | 2024 | $125,071 paid in cash (quarterly) |
| Annual Board retainer (equity) | 2024 | $124,929 in fully‑vested Class A shares (3,538 shares; quarterly grants) |
| Policy overview | 2024 | Non‑employee directors receive $250,000 annual retainer, paid half cash/half fully‑vested shares, in equal quarterly installments; reasonable expenses reimbursed |
Performance Compensation (Director)
- No performance‑based pay or option grants disclosed for Biddle in 2024; equity is delivered as fully‑vested shares per the director compensation policy .
| Performance Metric | Weighting/Target | Outcome |
|---|---|---|
| Not disclosed for directors | N/A | N/A |
Other Directorships & Interlocks
- Public company boards: None disclosed for Biddle .
- Private boards: Serves as a director for a number of privately held companies (names not provided) .
- Related‑party transactions: None involving Biddle were disclosed for 2024–2025; company reported no related person transactions beyond executive/director compensation arrangements and Abdiel settlement .
Expertise & Qualifications
- Venture investing and technology board experience via Novak Biddle; service on numerous private company boards .
- Governance contribution: Independent Audit Committee member supporting oversight of financial reporting, auditor independence, risk assessment, and related‑party review .
Equity Ownership
| Holder/Capacity | Shares | Notes |
|---|---|---|
| Direct (Class A) | 29,348 | Directly held by Biddle |
| Jack Biddle, Inc. (Class A) | 82,500 | Biddle is president of the entity |
| Family trusts (Class A) | 46,437 | Three trusts for children; Biddle as trustee |
| Total beneficial ownership | 158,285 | Less than 1% of shares outstanding; beneficial ownership defined per SEC rules |
| Pledging/Hedging | None disclosed for Biddle; company prohibits short sales, options, and hedging in insider trading policy |
Shareholder Voting Signals
| Item | Detail | Result |
|---|---|---|
| Election of Directors (2025) | Votes for Biddle | 318,902,548 For; 3,582,069 Withheld; 5,777,220 Broker Non‑Votes |
| Ratification of Auditors (2025) | BDO USA, P.C. | 328,057,019 For; 116,814 Against; 88,004 Abstained |
| Say‑on‑Pay (2025) | Advisory approval of NEO compensation | 322,017,599 For; 425,654 Against; 41,364 Abstained; 5,777,220 Broker Non‑Votes |
| Say‑on‑Pay (2024) | Prior year support indicator | Over 95% of votes cast approved |
Governance Assessment
-
Strengths
- Independence and financial oversight: Biddle serves on an all‑independent Audit Committee; committee met 5 times and affirmed auditor independence and financial statement inclusion .
- Attendance: Biddle met the threshold of ≥75% attendance in 2024, supporting engagement .
- Transparent director pay structure: Fixed retainer split between cash and fully‑vested shares aligns director incentives with shareholders without short‑term performance gaming .
- No Biddle‑specific related‑party transactions disclosed; director/officer indemnification and D&O insurance in place .
-
Concerns and RED FLAGS
- Controlled company status: Only four of nine directors are independent; CEO is Chairman, which can dilute independent oversight and board challenge culture .
- Committee composition exceptions: Compensation Committee includes a non‑independent member (McCarthy), and the Nominating & Corporate Governance Committee includes one non‑independent member, reflecting controlled company exemptions rather than best‑practice independence standards .
- Ownership alignment: Biddle’s stake is <1% and primarily via personal entity and trusts; while aligned, the ownership is modest relative to total outstanding shares .
- Stock ownership guidelines: The proxy discloses no stock ownership requirements for NEOs; director ownership guidelines are not disclosed, limiting formal alignment benchmarks .
Overall: Biddle brings deep venture/technology board experience and serves as an independent audit overseer with acceptable attendance. However, Appian’s controlled company structure and partial non‑independence in key committees constrain board effectiveness and raise governance quality concerns. Strong say‑on‑pay support suggests investors are currently comfortable with compensation oversight, but committee independence remains a watch item .
Appendix: Committee & Attendance Snapshot
| Attribute | Status |
|---|---|
| Audit Committee | Member (Chair: Edwards); all members independent; met 5x in 2024 |
| Compensation Committee | Not a member; committee includes one non‑independent; met 4x in 2024 |
| Nominating & Corporate Governance Committee | Not a member; 1 independent/1 non‑independent; met 2x in 2024 |
| Board meetings | 4 in 2024; ≥75% attendance by each director |
| Lead Independent Director | Not disclosed; CEO is Chairman |
Policy References
- Insider trading policy prohibits short sales, options, hedging, and margin accounts for directors and employees .
- Related person transaction policy with Audit Committee review; no Biddle‑related transactions disclosed in 2024–2025 .