R. Lynn Atchison
BumbleAbout R. Lynn Atchison
R. Lynn Atchison, age 65, is an independent director of Bumble Inc. who has served on the Board since October 2020 and currently chairs the Audit and Risk Committee; she has been designated the Board’s audit committee financial expert, reflecting her CPA and deep finance background (B.B.A., Accounting, Stephen F. Austin State University; early career with Ernst & Young) . She was affirmed independent by the Board under Nasdaq standards, and serves in the Class II cohort with a term running to the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spredfast, Inc. | Chief Financial Officer | Feb 2017 – Sep 2018 | Led finance at social marketing software firm (acquired by Lithium Technologies) |
| HomeAway, Inc. | Chief Financial Officer | Aug 2006 – Mar 2016 | Scaled finance for online vacation rental marketplace (acquired by Expedia) |
| Hoover’s Inc.; various software/tech firms | CFO or consultant | Not disclosed | Senior finance roles in information services and tech |
| Ernst & Young | Assurance division | Early career | Public audit experience; CPA |
External Roles
| Company | Role | Public/Private | Tenure/Notes |
|---|---|---|---|
| Q2 Holdings, Inc. (NYSE: QTWO) | Director | Public | Current director of digital banking software provider |
| Zen Business | Director | Private | Current director of business services company |
Board Governance
- Committee assignments: Chair, Audit and Risk Committee; the committee oversees financial reporting integrity, internal control over financial reporting, auditor independence and performance, risk management processes (including financial and operational risks), internal audit, and cybersecurity/privacy programs .
- Independence: The Board determined Ms. Atchison is independent under Nasdaq and SEC standards; she also qualifies as an audit committee financial expert .
- Attendance and engagement: In 2024, the Board met 5 times; Audit and Risk met 6 times; all directors attended at least 75% of applicable meetings .
- Executive sessions: Non-management directors held 4 executive sessions; independent directors unaffiliated with the Sponsor held 3 separate sessions in 2024 .
- Board structure context: Bumble is a “controlled company” (Principal Stockholders held ~91.4% combined voting power as of April 7, 2025) but states it is not relying on governance exemptions; nevertheless, Principal Stockholders can assure passage of proposals, which is a governance environment consideration .
Fixed Compensation
| Component (Non‑Employee Director) | 2024 Amount | Notes |
|---|---|---|
| Cash fees (Atchison) | $150,000 | Includes $75,000 annual director retainer, $50,000 Audit Chair retainer, and $25,000 special committee fee; chairs do not also receive membership retainers . |
| Equity grant (Atchison) | $251,791 | Annual RSU grant (grant‑date fair value); annual director awards target $250,000, vesting in full at earlier of one‑year anniversary or next annual meeting . |
| Total (Atchison) | $401,791 | Sum of cash and stock awards . |
Director fee framework (effective Jan 1, 2024): $75,000 board retainer; $300,000 Chair of the Board retainer; committee chair retainers $50,000 (Audit/Comp/NCG); committee member retainers $20,000 (Audit), $15,000 (Comp), $10,000 (NCG); “special committee” assignment $25,000 (prorated, 12‑mo max) .
Performance Compensation
- Non‑employee director pay does not include performance‑based cash or equity metrics; director RSUs are time‑based and vest at the next annual meeting or one‑year anniversary, whichever occurs first .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Current public boards | Q2 Holdings, Inc. (NYSE: QTWO) |
| Other boards | Zen Business (private) |
| Interlocks / related‑party exposure | No related‑party transactions involving Ms. Atchison were disclosed; the company’s 2024 related‑party dealings included certain Sponsor‑affiliated vendors (e.g., Liftoff, TaskUs) but did not identify her in those transactions . |
| Overboarding policy | Directors limited to no more than five public company boards (including Bumble) . |
Expertise & Qualifications
- CPA with extensive CFO experience in technology and digital marketplaces; audit committee financial expert designation .
- Board skills matrix: Senior leadership, industry knowledge, financial expertise, public/private board experience, and international/global business exposure .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership (Class A) | 36,522 shares (<1%): 14,983 directly held; 21,539 RSUs vesting within 60 days of April 7, 2025 . |
| Outstanding director awards (12/31/24) | RSUs: 21,539; legacy Incentive Units: 59,943 time‑vesting, 39,961 exit‑vesting . |
| Nature of legacy Incentive Units | Exit‑vesting units tied to Sponsor return hurdles (multiples of invested capital and IRR) with time‑vesting modifications; details of performance thresholds and vesting mechanics are defined in the proxy . |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors; trades require pre‑clearance and are generally limited to window periods . |
Governance Assessment
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Strengths
- Independent Audit and Risk Chair with CPA credentials and “financial expert” designation; clear mandate over financial reporting, internal controls, and cybersecurity/privacy oversight .
- Attendance expectations met; Board and Audit committees met regularly in 2024; independent director executive sessions enhance oversight .
- Director compensation is predominantly equity‑based (time‑vesting RSUs), aligning with shareholder value creation without short‑term performance distortions; hedging/pledging prohibitions support alignment .
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Potential conflicts and risk indicators
- Controlled company dynamics and outsized voting rights of Principal Stockholders can assure proposal outcomes, which may limit minority shareholder influence despite the Board’s stated non‑use of exemptions .
- Ms. Atchison holds legacy Incentive Units that include exit‑vesting triggers linked to Sponsor return thresholds; while legacy, these awards can create perceived alignment with Sponsor outcomes and should be monitored for potential conflicts relative to independent oversight .
- Related‑party transactions with Sponsor‑affiliated vendors (e.g., Liftoff, TaskUs) exist at the company level; however, a formal related‑party transaction policy places review/approval with independent directors (Audit & Risk Committee), and no Atchison‑specific transactions were disclosed .
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Shareholder feedback signal
- Say‑on‑Pay support in 2024 was 96% of combined voting power—indicative of broad investor approval of compensation practices in the prior year (context for overall governance environment) .