Barbara “Bobbie” Kilberg

About Barbara “Bobbie” Kilberg

Barbara “Bobbie” Kilberg, age 80, has served on Appian’s Board since January 2017. She is President and CEO Emeritus of the Northern Virginia Technology Council (NVTC) and currently a Strategic Advisor to NVTC; she also serves on the Board of Advisors to Acentra Health. Her education includes a B.A. in Political Science (Vassar), an M.A. in Political Science (Columbia), and a J.D. (Yale). The Board cites her technology and government experience as core credentials.

Past Roles

External Roles

Board Governance

• Independence: The Board determined Kilberg is independent under SEC and Nasdaq standards; Appian is a “controlled company” (CEO holds >50% voting power), so it uses exemptions from certain Nasdaq requirements (only 4 of 9 directors are independent).
• Committee assignments:
  • Audit Committee member; Chair is Shirley A. Edwards. Audit Committee met 5 times in 2024.
  • Compensation Committee Chair; members: Kilberg (Chair), Carl “Boe” Hartman II, William McCarthy (McCarthy is not independent). Met 4 times in 2024; meets regularly in executive session; has authority to engage independent advisors.
  • Nominating & Corporate Governance Committee Chair; members: Kilberg (independent) and McCarthy. Met 2 times in 2024.
• Attendance: The Board met 4 times in 2024; each director attended at least 75% of Board and committee meetings on which they served.
• Board leadership: CEO Matthew Calkins is Chairman; the company prefers combined CEO/Chair for unified strategy and information flow.
• Insider Trading Policy: Prohibits short sales, put/call options, hedging transactions, margin accounts, and other speculative trades for employees, directors, and consultants.

Fixed Compensation

• Policy: Non‑employee directors receive an annual $250,000 retainer paid 50% in cash and 50% in fully‑vested Class A shares (quarterly, in advance); reasonable expenses reimbursed. No meeting fees disclosed; committee/committee‑chair fees not disclosed (retainer appears to be all‑in).
• 2024 actuals for Kilberg:

Performance Compensation

• Director compensation includes no performance-based elements or metrics; equity grants to directors are fully‑vested shares pursuant to the annual retainer. No director incentive plan metrics disclosed.

Other Directorships & Interlocks

• Current public company directorships: None disclosed in Appian’s 2025 proxy for Kilberg.
• Private/non‑profit roles: NVTC Strategic Advisor; NVTC President & CEO Emeritus; Acentra Health Advisory Board.

Expertise & Qualifications

• Education: B.A. (Vassar), M.A. (Columbia), J.D. (Yale).
• Domain experience: Extensive leadership at NVTC; experience working with technology companies and national/local government.
• Board skillset: Governance leadership (chairs Compensation and Nominating), audit oversight experience as Audit Committee member.

Equity Ownership

• Beneficial ownership (as of March 31, 2025): 77,597 shares (<1% of outstanding).
• Breakdown and notable items:
  • Direct: 947 Class A shares.
  • Barbara Greene Kilberg Living Trust: 1,246 Class A shares (co‑trustees William & Barbara Kilberg).
  • Kilberg Family Trust: 1,246 Class A shares (Barbara Kilberg trustee).
  • William & Barbara Kilberg Trustees (two trusts, tenants in common): 8,958 Class A shares pledged as security for a line of credit.
  • Options: 65,200 shares of Class B common stock issuable upon exercise (director options; fully vested per director table).

• Stock ownership guidelines: Not disclosed for directors; company states no stock ownership requirements for NEOs and permits no hedging/margin transactions.

Governance Assessment

• Strengths:
  • Independent director who chairs Compensation and Nominating committees and serves on Audit, indicating high governance engagement and broad oversight.
  • Board/committee attendance met required thresholds; Compensation Committee meets in executive session and can retain independent advisors.
  • Director pay includes equity paid quarterly, aligning board incentives with shareholder outcomes; no meeting or special perquisite fees disclosed.
• Concerns/RED FLAGS:
  • Pledging: 8,958 Class A shares pledged as collateral—a notable misalignment risk for a director and potential conflict in downside scenarios.
  • Controlled company governance: Only 4 of 9 directors are independent; Compensation and Nominating committees include a non‑independent member (McCarthy). This reduces independent oversight even with Kilberg as chair.
  • No disclosed director stock ownership guidelines (common investor preference), though hedging and margin are prohibited.
• Contextual signals:
  • Executive say‑on‑pay received >95% support in 2024, indicating general investor confidence in compensation governance despite controlled company status.
  • No related‑party transactions involving Kilberg disclosed; overall related party activity limited and governed by formal policy (2024 settlement related to Abdiel short‑swing profits).