William D. McCarthy
APPIANAbout William D. McCarthy
William D. McCarthy (age 59) has served on Appian’s Board of Directors since June 2022. He previously served in company roles as Acting Chief Operating Officer (May 2022–August 2023) and Advisor to the Board (April 2021–May 2022). Prior to Appian, he led global revenue operations at Infoblox as EVP and Chief Revenue Officer and held senior leadership roles at Cisco (2003–2016). He holds a B.S. in Business Administration and Marketing from Illinois State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Appian Corporation | Acting Chief Operating Officer (non‑executive) | May 2022–Aug 2023 | Paid $1,193,438 (2023) and $1,130,541 (2022) for COO/advisor service; informs independence assessment |
| Appian Corporation | Advisor to the Board | Apr 2021–May 2022 | Advisory support pre‑Board appointment |
| Infoblox Inc. | EVP, Worldwide Field Operations; Chief Revenue Officer | Until Mar 2021 (joined 2016) | Led revenue operations at scale |
| Cisco Systems | Vice President, Global Service Provider Business | 2003–2016 | Senior operating leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bull City Venture Partners | Advisory Board Member | Since 2014 | Venture advisory; private firm (not a public company directorship) |
Board Governance
- Independence: McCarthy is not considered independent due to compensated consulting work as Acting COO and Advisor within the past three years .
- Committees:
- Compensation Committee member; chair: Barbara “Bobbie” Kilberg; the committee met 4 times in 2024; all members are independent except McCarthy .
- Nominating & Corporate Governance Committee member; chair: Barbara “Bobbie” Kilberg; the committee met 2 times in 2024; Kilberg is independent; McCarthy serves as non‑independent member .
- Audit Committee: McCarthy is not a member; Audit members are Edwards (Chair), Kilberg, and Biddle; met 5 times in 2024 .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings; the Board met 4 times in 2024 .
- Board structure: Appian is a “controlled company” (CEO Matthew Calkins holds >50% voting power), exempting it from certain Nasdaq independence requirements; CEO also serves as Chairman .
- Executive sessions: Compensation Committee meets regularly in executive session .
Fixed Compensation
| Year | Role | Cash Retainer ($) | Equity Retainer (Shares) | Equity Retainer ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | Non‑employee Director | 125,071 | 3,538 | 124,929 | 250,000 |
| Policy | Non‑employee Director | Paid quarterly | Fully‑vested Class A shares; paid quarterly | Half of annual retainer | Annual retainer $250,000 (half cash, half stock) |
Notes:
- No separate meeting fees or disclosed committee chair/member fees beyond the annual retainer .
Performance Compensation
- Director equity is delivered as fully‑vested shares under the retainer; no performance‑based metrics or vesting conditions are disclosed for director compensation .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed |
| Committee interlocks | None of Appian’s executive officers served on another company’s compensation committee; McCarthy is the only Compensation Committee member with prior paid service to Appian (COO/advisor) |
Expertise & Qualifications
- Revenue operations leadership: EVP/CRO at Infoblox; VP leadership at Cisco Global Service Provider business .
- Board advisory/venture: Bull City Venture Partners Advisory Board .
- Education: B.S. Business Administration and Marketing, Illinois State University .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Outstanding |
|---|---|---|
| William D. McCarthy | 8,913 | <1% (asterisked as less than 1%) |
| 2024 Director Equity Grant (as part of retainer) | 3,538 shares (fully‑vested) | N/A (compensation grant, not total ownership) |
Additional alignment policies:
- Insider Trading Policy prohibits short sales, put/call options, hedging transactions, and margin accounts for directors and employees .
Governance Assessment
- RED FLAG: Non‑independent director serving on Compensation and Nominating & Corporate Governance Committees due to prior paid roles (Acting COO/advisor), which may affect perceived committee independence and investor confidence in pay/governance decisions .
- Controlled Company: CEO holds >50% voting power and serves as Chairman, reducing independence requirements and concentrated control; investors should monitor board challenge and oversight efficacy .
- Attendance/Engagement: Minimum 75% attendance and quarterly committee activity indicate baseline engagement; however, lack of director‑specific attendance rates limits deeper evaluation .
- Director Pay Mix: 50/50 cash/fully‑vested stock paid quarterly aligns director interests with shareholders, but absence of performance‑based elements or ownership guidelines weakens long‑term alignment signals .
- Ownership: McCarthy’s beneficial ownership is <1%; low personal stake may temper alignment, though hedging/margin prohibitions reduce misalignment risks .
- Related‑Party Considerations: Prior paid service (COO/advisor with detailed compensation amounts) is appropriately disclosed and drives non‑independence determination; no additional related‑party transactions involving McCarthy disclosed for 2024 .
- Shareholder Sentiment: Say‑on‑pay for executives received >95% support in 2024, indicating general investor approval of compensation practices, though this vote does not directly assess director compensation/governance structure .