Carl “Boe” Hartman II
APPIANAbout Carl “Boe” Hartman II
Carl “Boe” Hartman II (age 54) has served as an independent director of Appian since October 2024. He is Co‑Founder and CTO – Engineering of Nomi Health (since 2020) and previously was a Partner and Managing Director at Goldman Sachs, serving as Head of Digital Strategy Integration (2019–2020) after joining GS in 2015. He holds a B.A. in International Political Science from West Virginia University and a Master’s Certificate in Project Management from George Washington University . He was appointed to the Board effective October 1, 2024, and is nominated for re‑election at the 2025 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs | Partner & Managing Director; Head of Digital Strategy Integration | 2019–2020 (at GS since 2015) | Led integration of digital strategy; senior technology and strategy leadership |
| Nomi Health, Inc. | Co‑Founder; CTO – Engineering | 2020–present | Founding technical leader; healthcare platform engineering oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Valkyrie Andromeda Corporation, Inc. | Director | Not disclosed | Board service |
| Rational Exponent | Director | Not disclosed | Board service |
| Violet.AI | Advisory Board Member | Not disclosed | Advisory role in AI |
Board Governance
- Independence: The Board determined Hartman is an “independent director” under SEC and Nasdaq standards .
- Committees: Member, Compensation Committee; Chair is Barbara “Bobbie” Kilberg. The Compensation Committee met four times in 2024 and includes one non‑independent member (William McCarthy) alongside independent members (Kilberg, Hartman) .
- Attendance: The Board met four times in 2024; each director attended at least 75% of Board and relevant committee meetings for the period served .
- Board leadership: CEO Matthew Calkins is Chairman; Appian is a “controlled company” (CEO holds >50% voting power), exempt from Nasdaq’s majority‑independent board/fully independent committee requirements; only four of nine nominees are independent .
- Executive sessions: Compensation Committee meets regularly in executive session and may engage external advisors; advisor independence assessment is required but independence is not mandatory .
Fixed Compensation
- Non‑employee director policy: Annual retainer $250,000, paid 50% cash and 50% fully‑vested shares of Class A common stock; paid quarterly and prorated if joining mid‑quarter .
- 2024 actuals (prorated for Hartman’s partial year):
| Component | Amount (USD) |
|---|---|
| Cash fees | $31,262 |
| Stock (fully‑vested shares) | $31,238 |
| Total | $62,500 |
| Shares granted (2024) | 915 fully‑vested Class A shares |
No separate meeting fees or committee chair/member fees are disclosed for 2024; compensation is via the board retainer split between cash and stock .
Performance Compensation
| Director Compensation Performance Metrics | Details |
|---|---|
| None disclosed for directors | The policy provides fixed cash and fully‑vested share retainers; no performance‑based components are specified for non‑employee directors . |
Other Directorships & Interlocks
- Interlocks: No compensation committee interlocks; none of Appian’s executive officers served on boards/comp committees of entities with Appian executives serving on Appian’s Board/Compensation Committee. Compensation Committee members have not been officers/employees of Appian, other than McCarthy’s prior consulting/acting COO roles (compensated in 2022–2023) .
- Related‑party transactions: None disclosed involving Hartman; Appian reported no related‑party transactions since Jan 1, 2024 other than executive/director compensation, indemnification agreements, and a short‑swing profit disgorgement settlement with Abdiel (a >5% holder) .
Expertise & Qualifications
- Technical leadership: Founder/CTO – Engineering at Nomi Health; senior digital strategy integration experience at Goldman Sachs .
- Industry exposure: Healthcare technology (Nomi Health) and financial services technology/strategy (Goldman Sachs) .
- Governance/AI: Board roles at technology/AI‑related entities and advisory role at Violet.AI .
- Education: B.A., West Virginia University; Master’s Certificate in Project Management, George Washington University .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of 3/31/2025) | 1,862 shares; less than 1% of outstanding |
| Shares outstanding basis for % | 74,220,200 shares assuming conversion of Class B to Class A |
| Ownership % of outstanding | ~0.0025% (1,862 / 74,220,200), derived from disclosed figures |
| Pledged shares | No pledges disclosed for Hartman (pledges noted for other directors/executives, not for Hartman) |
| Outstanding director options/RSUs | None listed for Hartman (only Kilberg shows outstanding options among directors) |
| Insider filings | Company states all Section 16(a) filings were timely in 2024 except one late Form 4 for Lynch due to an administrative error |
Governance Assessment
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Strengths
- Independent status with relevant technology and digital strategy credentials; adds engineering and healthcare tech perspective to Appian’s Board .
- Member of Compensation Committee that meets regularly, uses executive sessions, and can engage external advisors; annual say‑on‑pay support strong (>95% approval in 2024), signaling investor confidence in compensation oversight .
- No related‑party transactions disclosed involving Hartman; insider trading policy prohibits short sales, options, and hedging, supporting alignment .
-
Alignment and Incentives
- Director retainer split (50% cash / 50% fully‑vested shares) provides some alignment, but Hartman’s beneficial ownership is small (~0.0025% of outstanding), limiting economic influence relative to controlled voting structure .
-
Risks and Red Flags
- Controlled company status with CEO as Chair and only four independent directors of nine; potential constraints on independent oversight .
- Compensation Committee includes one non‑independent member (McCarthy), which can dilute independence even though permitted under controlled company exemptions .
- No disclosure of director stock ownership guidelines, pledging prohibitions for directors, or performance‑based director pay; reduces formal long‑term alignment mechanisms at the board level .
-
Attendance/Engagement
- Board and committee attendance at or above 75% for 2024; Hartman joined late 2024 and is reported within the overall attendance threshold .
Overall: Hartman appears independent with credible operating/technology expertise and no disclosed conflicts. The principal governance risks are structural (controlled company; mixed committee independence; limited director ownership alignment mechanisms), rather than individual to Hartman .