Mark Lynch

About Mark Lynch

Mark Lynch (age 61) has served on Appian’s Board since June 2022 and returned to management as Interim Chief Financial Officer in November 2024. He previously served as CFO from October 2008 to March 2022. Lynch holds a B.S. in Accounting (Penn State) and an MBA in Finance (George Washington University) .

Past Roles

External Roles

Board Governance

• Independence: Lynch is not independent due to service as an executive officer within the past three years and his Interim CFO role in 2024–2025. Appian utilizes the “controlled company” exemption; currently four of nine directors are independent (Lynch not among them) .
• Committee assignments: Not listed on standing committees. Audit Committee: Edwards (Chair), Kilberg, Biddle; met five times in 2024. Compensation Committee: Kilberg (Chair), Hartman, McCarthy; met four times in 2024 (note: McCarthy not independent). Nominating & Corporate Governance Committee: Kilberg (Chair), McCarthy; met two times in 2024 .
• Attendance: Board met four times in 2024; each director attended at least 75% of Board and committee meetings for which they served .
• Executive sessions: Compensation Committee meets regularly in executive session .

Fixed Compensation

• Director retainer structure: Non-employee directors receive $250,000 annually, paid half in cash and half in fully-vested Class A shares, in equal quarterly installments; pro-rated if joining mid-quarter. Expense reimbursement provided .

• Interim CFO engagement terms (contracted): Base salary $1,000,000 per year; monthly bonus $125,000 for first six months, increasing to $166,666.67 per month if employed more than six months (beginning May 2025); RSUs valued at $250,000 vesting May 5, 2025 .

Performance Compensation

• Appian’s most important performance measures used to link compensation actually paid to company performance (most recent fiscal year, non-financial): Alignment with corporate strategy; Total software annual contract value growth .
• NEO Bonus Plan metrics: For 2024, corporate goals were based on total software ACV growth and executive alignment with corporate strategy; payouts capped relative to non-NEO employees; certain payouts were discretionary by executive committee. Lynch’s interim engagement included fixed monthly bonuses not tied to disclosed performance metrics .

• Equity grants: RSUs granted to Lynch on Nov 5, 2024 (6,465 RSUs; grant-date fair value $250,000) vest May 5, 2025 .
• Vesting/realized in 2024: RSUs vested for Lynch in 2024 (5,914 shares; value realized $221,331) .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial leadership: Long-tenured CFO with deep familiarity with Appian’s systems and controls .
• Education: B.S. in Accounting (Penn State); MBA in Finance (GWU) .
• Board rationale: “Unique perspective” from extensive CFO experience; supports oversight of financial reporting and risk .

Equity Ownership

• Vested vs unvested: Beneficial ownership includes only options exercisable within 60 days; RSUs vesting within 60 days are included where applicable, but Lynch’s footnote lists only direct Class A shares and Class B options. No pledging disclosed for Lynch; pledging noted for other insiders (e.g., Calkins, Kilberg) .

Insider Trades

Governance Assessment

• Strengths:

  • Deep company-specific financial expertise and continuity through CFO transition; supports financial oversight and risk management .
  • Director compensation structured 50/50 cash/stock paid quarterly, providing ongoing equity exposure and alignment (fully-vested shares) .
  • Robust committee charters; Audit Committee chaired by a designated “financial expert”; regular committee and Board meetings with 75%+ attendance .
  • Say-on-pay support over 95% at 2024 meeting—indicative of broad shareholder endorsement of compensation practices .
  • Insider trading policy prohibits hedging, short sales, options, and speculative transactions—reduces misalignment risks .

• Watch items / RED FLAGS:

  • Independence: Lynch is not independent due to executive service; broader Board uses the controlled company exemption; Compensation and Nominating committees include a non-independent member (McCarthy), which may reduce perceived independence of pay/governance oversight .
  • Dual role risks: Serving on the Board while in an Interim CFO role introduces potential conflicts in oversight of financial reporting and executive pay decisions; mitigated by his absence from standing committees .
  • Late Form 4 filing (administrative error) is minor but noted as a compliance blemish; monitor for recurrence .

• Related party / conflicts:

  • Company reports no related person transactions since Jan 1, 2024, other than standard compensation/indemnification and a short-swing disgorgement settlement with Abdiel (a >5% holder). Lynch’s employment and director pay are outside the “related person transaction” policy scope for service compensation .

• Compensation structure signals:

  • For Lynch’s interim engagement, monthly bonus payments are contractual rather than performance-metric based, which is pragmatic for interim retention but reduces variable pay-for-performance linkage during the interim period .
  • Director equity is granted as fully-vested stock rather than RSUs for retainer, aligning but without holding/vesting conditions; however, Lynch also received RSUs vesting in 2025 in connection with his service timing .