Shirley A. Edwards
APPIANAbout Shirley A. Edwards
Shirley A. Edwards, 64, has served as an independent director of Appian Corporation since January 2023. She is a former EY (Ernst & Young LLP) partner (2002–2022), most recently Global Client Service Partner (2017–2022), holds a B.S. in Accounting from Virginia Tech, and is a licensed CPA. She chairs Appian’s Audit Committee and is designated an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EY (Ernst & Young LLP) | Partner; Global Client Service Partner | Partner 2002–2022; GCSP 2017–2022 | Extensive public company accounting expertise; basis for “audit committee financial expert” designation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Solventum Corp. | Director | Not disclosed | Board service; details not disclosed in APPN proxy |
| Baker Hughes Company | Director | Not disclosed | Board service; details not disclosed in APPN proxy |
| Girls Scouts of the Nation’s Capital | Board member | Not disclosed | Non-profit leadership |
| Leadership Greater Washington | Board member | Not disclosed | Non-profit leadership |
| Pamplin College of Business Advisory Council (Virginia Tech) | Advisory Council member | Not disclosed | Academic advisory role |
| American Red Cross (National Capital Region Advisory Board) | Advisory Board member | Not disclosed | Non-profit leadership |
Board Governance
- Independence: Edwards is one of four independent directors (out of nine nominees) under Nasdaq standards .
- Committee assignments: Audit Committee (Chair); Compensation Committee (not a member); Nominating & Corporate Governance Committee (not a member) .
- Board leadership: Appian is a “controlled company” (CEO holds >50% voting power) with combined Chair/CEO; only four directors are independent .
- Attendance and engagement:
- Board met 4 times in 2024; each director attended at least 75% of Board/committee meetings on which they served .
- Audit Committee met 5 times in 2024; Edwards is Chair and designated “audit committee financial expert” .
- Compensation Committee met 4 times; Nominating & Corporate Governance met 2 times (Edwards not on those committees) .
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 125,071 | 124,929 | 250,000 | Policy pays $250k annually, split half cash/half fully-vested shares; Edwards received 3,538 shares in 2024 |
- Policy: Non-employee directors receive $250,000 annually, paid one-half cash and one-half in fully-vested Class A shares, granted quarterly; reasonable expenses reimbursed .
Performance Compensation (Director)
- No performance-based pay disclosed for directors; equity component is fully vested shares, not PSUs/options tied to metrics .
| Component | Performance Metric | Payout Curve | Status |
|---|---|---|---|
| Director equity grants | None disclosed | N/A | Fully vested shares; no performance conditions |
Other Directorships & Interlocks
| Company | Industry Relation to APPN | Interlock/Conflict Note |
|---|---|---|
| Solventum Corp. | Not disclosed | No related-party transactions disclosed involving Edwards |
| Baker Hughes Company | Not disclosed | No related-party transactions disclosed involving Edwards |
Expertise & Qualifications
- CPA with decades of public company audit/accounting experience; designated “audit committee financial expert” by Appian’s Board .
- Governance and non-profit leadership roles across regional organizations and academia .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Instruments | Pledging |
|---|---|---|---|---|
| Shirley A. Edwards | 7,489 | <1% | No options/RSUs disclosed for director; 2024 director shares were fully vested | None disclosed for Edwards; insider policy prohibits hedging/short sales |
- Insider trading policy prohibits short sales, options, hedging, margin accounts, and speculative transactions .
- No director-specific ownership guidelines were disclosed; NEO ownership requirements not in place .
Governance Assessment
- Strengths:
- Independent director with deep audit background; chairs Audit Committee and is an SEC “financial expert” – a positive signal for financial oversight and controls .
- Meets attendance threshold; Audit Committee active (5 meetings in 2024) indicating engagement .
- No related-party transactions disclosed involving Edwards; robust related-party policy administered by Audit Committee .
- Contextual Risks:
- Controlled company structure (CEO >50% voting power) and combined CEO/Chair may constrain independent board influence; only 4 of 9 directors are independent .
- Compensation Committee includes one non-independent member (McCarthy), though not directly affecting Edwards’ audit role .
RED FLAGS
- Controlled company governance exemptions; minority of independent directors .
Shareholder Signals
- Say-on-pay support was >95% at 2024 Annual Meeting, suggesting positive investor sentiment toward compensation governance (context for board oversight) .
Related Party Transactions & Conflicts
- Company disclosed no related-person transactions since Jan 1, 2024 except executive/director compensation, indemnification agreements, and Abdiel short-swing profit settlement; none involve Edwards .
- Audit Committee (chaired by Edwards) reviews related party transactions per policy .
Compensation Committee Analysis (Context)
- Compensation Committee authority to engage independent consultants; meets regularly; independence assessed per Nasdaq (one member not independent) .
- Executive compensation features clawback, no option repricing, no single-trigger CIC, no 280G tax gross-ups—shareholder-friendly practices (context for overall governance culture) .
Employment & Contracts (Director)
- Director agreements follow standard director compensation policy; no director-specific severance/change-in-control provisions disclosed; annual retainer only .
Performance & Track Record (Context)
- Edwards’ EY tenure and CPA credential underpin “financial expert” status and audit leadership, enhancing confidence in financial reporting oversight .
Other Notes
- Board held virtual annual meeting; stockholder engagement via IR, earnings calls, conferences; formal process for stockholder communications to the Board .