Ann Mather
BumbleAbout Ann Mather
Ann Mather, age 65, is an independent director and currently Chair of Bumble Inc.’s Board, having resumed the role in March 2025 after serving as Lead Director from January 2024 to March 2025 and previously Chair from March 2020 to December 2023 . She has over 20 years as a senior finance executive in technology and media, including CFO tenures at Pixar (1999–2004) and Village Roadshow Pictures, and holds a Master of Arts from the University of Cambridge; she is a chartered accountant and honorary fellow of Sidney Sussex College, Cambridge .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pixar | EVP & Chief Financial Officer | Sep 1999 – Apr 2004 | Oversaw public company performance assessment |
| Village Roadshow Pictures | EVP & Chief Financial Officer | Prior to Pixar (dates not disclosed) | Film production finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Netflix, Inc. (NASDAQ: NFLX) | Director | Current (not individually dated) | Streaming media |
| Dodge & Cox Funds | Independent Trustee | Current | Investment funds board |
| Veem Inc. | Director | Current | Payments |
| Color Health, Inc. | Director | Current | Healthcare services |
| Aible, Inc. | Director | Current | Enterprise AI solutions |
| Genesys Inc. | Director | Current | Software |
Board Governance
- Committee assignments:
- Chair of Nominating & Corporate Governance Committee .
- Independence and leadership:
- Determined independent under Nasdaq standards (committee service included) .
- Returned as independent Board Chair in March 2025; served as Lead Director in 2024 .
- Attendance and engagement:
- Board met 5 times; Audit & Risk 6; Compensation 4; Nominating & Corporate Governance 2 in FY2024; all directors attended at least 75% of meetings during their service periods .
- Non-management directors held four executive sessions after regular Board meetings; independent directors not affiliated with the Sponsor held three separate sessions in 2024 .
- Controlled company context and sponsor rights:
- Bumble is a “controlled company” (Principal Stockholders collectively 91.4% voting power as of Apr 7, 2025), though currently not relying on exemptions; Sponsor (Blackstone) retains board designation and structural rights via stockholders agreement .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Cash fees (Annual + committees + special committee) | $375,000 | Includes $25,000 for special committee service in 2024 |
| RSU grant (grant-date fair value) | $251,791 | Annual award granted June 5, 2024 |
| Total | $626,791 | 2024 non-employee director compensation |
| Policy context (effective Jan 1, 2024) | Chair retainer $300,000; NCG Chair $50,000; NCG member $10,000 | Retainers payable quarterly; members of Audit ($20,000) and Compensation ($15,000) committees per policy |
Performance Compensation
| Equity Instrument | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| Annual RSUs | Jun 5, 2024 | 21,539 | $251,791 | Vests in full on earlier of 1-year anniversary of grant meeting or next annual meeting |
| Time-Vesting Incentive Units | Outstanding at 12/31/2024 | 239,769 | N/A | Legacy incentive units; time-vesting schedule not newly disclosed for directors in 2024 table |
| Exit-Vesting Incentive Units | Outstanding at 12/31/2024 | 159,845 | N/A | Legacy exit-vesting units; performance-linked vesting thresholds referenced for incentive units generally in proxy footnotes |
Notes:
- Director RSUs are part of the non-employee director framework; initial RSU awards for first-time directors vest annually over three years (policy) .
- Incentive Units (time and exit-vesting) are legacy awards from pre-IPO structures; exit-vesting thresholds tied to Sponsor return conditions are described for incentive units in the proxy’s footnotes, though specifics for directors’ units are not re-stated beyond counts in the director table .
Other Directorships & Interlocks
| Company | Public/Private | Potential Interlock/Conflict Considerations |
|---|---|---|
| Netflix, Inc. | Public | No Bumble-related transactions disclosed; within Bumble’s board limit of ≤5 public company boards per director |
| Dodge & Cox Funds | Private fund board | No related-party transactions with Bumble disclosed |
| Veem Inc.; Color Health, Inc.; Aible, Inc.; Genesys Inc. | Private | No Bumble-related transactions disclosed |
Expertise & Qualifications
- Financial expertise: Former CFO of Pixar and Village Roadshow; extensive public-company board service .
- Technology/media domain experience; governance leadership as Bumble Board Chair and NCG Chair .
- Education and credentials: M.A., University of Cambridge; Chartered Accountant; honorary fellow of Sidney Sussex College, Cambridge .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Notes |
|---|---|---|---|
| Ann Mather | 29,030 | * | Includes 7,491 directly held and 21,539 acquirable via RSUs within 60 days of Apr 7, 2025 |
| Common Units | — | — | No Common Units reported for Mather |
| Outstanding Director Equity (12/31/2024) | RSUs: 21,539; Time-Vesting Incentive Units: 239,769; Exit-Vesting Incentive Units: 159,845 | N/A | Outstanding awards disclosed in director table |
| Hedging/Pledging | Prohibited | — | Company policy prohibits hedging and pledging for directors/officers/employees |
Governance Assessment
- Strengths:
- Independent Chair with deep finance and public board experience; independent status affirmed for committee service .
- Robust director compensation policy combining fixed cash retainers with annual RSUs; no meeting fees or tax gross-ups; hedging/pledging banned; clawback framework exists under omnibus plan; Dodd-Frank clawback policy mandatory for officers (broader plan-level recoupment also applies) .
- Active board process (executive sessions and annual self-evaluations) and clear committee responsibilities; NCG oversees CEO continuity planning .
- Watch items / RED FLAGS:
- Controlled company: Principal Stockholders hold 91.4% combined voting power with high-vote rights and Sponsor board designation/control features; while Bumble does not currently rely on controlled-company exemptions, Sponsor rights (e.g., removal restrictions for Sponsor Directors, consent on board size changes) may limit board autonomy and investor protections if used in future .
- Legacy Incentive Units: Exit-vesting units tied to Sponsor return thresholds could create optics of alignment with Sponsor outcomes; disclosure does not indicate performance-based director compensation beyond legacy units .
- Alignment:
- Director equity grants (RSUs) provide ownership alignment; Mather beneficially owns 29,030 Class A shares including RSUs deliverable within 60 days of record date .
- Directors are limited to no more than five public company boards (including Bumble), which mitigates overboarding risk .
Additional context: 2024 Say-on-Pay approval was 96% of combined voting power, indicating robust support for the company’s compensation framework, though this relates to executive compensation rather than directors .