Elisa A. Steele
BumbleAbout Elisa A. Steele
Elisa A. Steele (age 58) is an independent Class III director at Bumble Inc., serving since July 2020; her current term runs through the 2027 annual meeting. She chairs the Compensation Committee and sits on the Audit and Risk Committee. Steele holds a B.S. in Business Administration from the University of New Hampshire and an MBA from San Francisco State University’s Lam Family College of Business. Her background includes CEO roles and senior operating leadership across collaboration software and consumer technology companies.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Namely, Inc. | Chief Executive Officer; later Chair of Board | CEO: Aug 2018–Jul 2019; Chair: Jul 2019–sale in 2022 | Led HR software company through transition and sale |
| Jive Software, Inc. | Chief Executive Officer and President | Feb 2015–Jul 2017 | Ran collaboration software company through acquisition by Aurea |
| Microsoft Corporation | Corporate VP, Consumer Apps & Services; Chief Marketing Officer of Skype | Not specified | Led marketing and consumer apps; integrated comms functions |
| Yahoo! Inc.; NetApp, Inc. | Executive leadership positions | Not specified | Senior operating/marketing leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Amplitude, Inc. (NASDAQ: AMPL) | Director | Not disclosed | Current public-company directorship |
| Nextdoor (NYSE: KIND) | Director | Not disclosed | Current public-company directorship |
| Procore Technologies, Inc. (NYSE: PCOR) | Director | Not disclosed | Current public-company directorship |
| JFrog Ltd (NASDAQ: FROG) | Director | Not disclosed | Current public-company directorship |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Audit and Risk Committee. The Compensation Committee comprises Steele (Chair), Jonathan C. Korngold, and Pamela A. Thomas‑Graham; all are determined independent for committee service.
- Independence: Board affirmatively determined Steele is independent under Nasdaq rules and for both Exchange Act Sections 10A (audit) and 10C (compensation).
- Attendance and engagement: In 2024 the Board held 5 meetings; Audit and Risk held 6; Compensation held 4; Nominating & Corporate Governance held 2. All directors attended at least 75% of applicable meetings.
- Executive sessions: Non-management directors held 4 sessions in 2024; independent directors not affiliated with the Sponsor held 3 sessions.
- Leadership structure context: Bumble is a controlled company (Sponsor and Founder collectively ~91.4% voting power as of April 7, 2025) but currently does not rely on Nasdaq controlled-company exemptions.
- Compensation consultant: Semler Brossy advises the Compensation Committee; independence assessment found no conflicts (April 2024).
- Say‑on‑pay sentiment: Last year’s advisory vote on NEO compensation received ~99.8% support.
Fixed Compensation
| Component | Amount | Detail | Source |
|---|---|---|---|
| Annual Board retainer (cash) | $75,000 | Non‑employee director retainer (paid quarterly, pro‑rated) | |
| Committee Chair retainer (cash) | $50,000 | Compensation Committee Chair | |
| Committee membership retainer (cash) | $20,000 | Audit and Risk Committee member | |
| Special committee retainer (cash) | $0 (not applicable) | $25,000 if assigned; Steele not listed as member in 2024 | |
| Annual RSU grant (equity) | Grant value $250,000 | RSUs granted at each annual meeting; number set by 20‑day average price; one‑year vest (or next annual meeting) |
2024 actual director compensation (reported):
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Elisa A. Steele | $145,000 | $251,791 | $396,791 |
Notes:
- Steele’s $145,000 cash aligns with policy: $75,000 (board) + $50,000 (Comp Chair) + $20,000 (Audit member).
- RSU grants were made on June 5, 2024 for directors’ annual awards.
Performance Compensation
| Award Type | Metric linkage | Grant/Measurement | Vesting | Amount |
|---|---|---|---|---|
| Director RSUs | None (time‑based) | Annual RSU grant value $250,000 at 2024 annual meeting | Full vest on 1‑year anniversary or next annual meeting | RSUs count not separately disclosed here (policy specifies value‑based grant) |
| 2024 RSUs (reported) | None (time‑based) | June 5, 2024 annual award | Time‑based | $251,791 grant‑date fair value |
Bumble does not disclose performance metrics (e.g., revenue/EBITDA/TSR) tied to non‑employee director equity; awards are time‑based RSUs per policy.
Other Directorships & Interlocks
- Current public company boards: AMPL, KIND, PCOR, FROG. No interlocks or related‑party transactions were disclosed involving Steele personally.
- Related‑party and Sponsor ecosystem context: Bumble engages with Blackstone‑affiliated portfolio companies (e.g., Liftoff Mobile and TaskUs) and executed a $50.0M Sponsor repurchase in March 2024; Audit and Risk oversees related‑party review under a formal policy.
Expertise & Qualifications
- Strategic and operating leadership in software/SaaS and consumer tech (CEO, CMO, GM roles).
- Committee leadership experience (Compensation Chair) and financial literacy affirmed for Audit service.
- Education: B.S., University of New Hampshire; MBA, San Francisco State University (Lam Family College of Business).
Equity Ownership
| Holding Category | Quantity | Notes |
|---|---|---|
| Class A common stock beneficially owned | 60,970 | <1% of Class A; includes 39,431 shares directly and 21,539 RSUs vesting within 60 days of April 7, 2025 |
| Director RSUs outstanding (12/31/2024) | 21,539 | From director awards; time‑based vesting per policy |
| Incentive Units – Time‑vesting (12/31/2024) | 23,976 | Pre‑IPO incentive units with time‑based vesting schedule |
| Incentive Units – Exit‑vesting (12/31/2024) | 26,642 | Vest tied to Sponsor liquidity milestones (multiples/IRR) |
Policies that enhance alignment:
- Prohibition on hedging or pledging by directors.
- Clawback policy compliant with Dodd‑Frank/Nasdaq Rule 5608 applies to incentive awards under the Omnibus Incentive Plan.
Governance Assessment
- Committee leadership & independence: Steele is an independent director leading the Compensation Committee and serving on Audit, with Board‑affirmed independence for enhanced governance quality.
- Engagement: Board and key committees met regularly in 2024; all directors met ≥75% attendance, supporting Board effectiveness.
- Pay structure: Director cash retains are modestly differentiated for chair and committee roles; equity is time‑based RSUs, avoiding discretionary or performance metric gaming for directors.
- Conflicts oversight: Formal related‑party policy and Audit and Risk Committee review mitigate Sponsor ecosystem conflicts (e.g., Liftoff, TaskUs, Sponsor repurchase).
- Controlled company risk: Outsized voting rights and Sponsor designation rights present structural governance risk; Bumble states it does not rely on Nasdaq exemptions currently, partially alleviating concerns.
- Shareholder sentiment: Very high say‑on‑pay support (~99.8%) suggests investor confidence in compensation governance; as Comp Chair, Steele’s leadership is a positive signal.
RED FLAGS to monitor: controlled company status and ongoing TRA payments ($23.1M in 2024; $16.0M in Q1 2025) that may affect liquidity; continued transactions with Sponsor portfolio companies require sustained independent oversight.