Kent Schofield
About Kent Schofield
Independent director (age 44) appointed September 3, 2024; holds a B.A. in Economics from UCLA. Prior roles include Vice President and lead equity analyst at Goldman Sachs (2010–2015) and senior finance roles at Uber (2017–2021), where he was one of four company representatives on Uber’s $8.1B IPO roadshow; currently CFO of Welcome Tech (since Dec 2022) . Determined independent under Nasdaq rules and designated an “audit committee financial expert” by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs | Vice President; lead equity analyst covering software/hardware | Sept 2010 – June 2015 | Led public markets coverage in tech |
| Uber | Director of Investor Relations and Corporate Development; Director of Strategic Finance | Apr 2017 – Sept 2021 | One of four Uber reps on $8.1B IPO roadshow |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| Welcome Tech | Chief Financial Officer | Private (not disclosed as public) | Since Dec 2022 | CFO of provider of immigrant/hourly worker subscription services |
Board Governance
- Appointment and class: Appointed Aug 26, 2024 to fill a vacancy; effective Sept 3, 2024; nominated for re‑election at the 2024 annual meeting as a Class I director .
- Independence: Board determined Kent Schofield is independent under Nasdaq rules .
- Committee roles: Audit Committee Chair; member, Compensation Committee; member, Nominating & Corporate Governance Committee .
- Financial expertise: Designated “audit committee financial expert” by the Board .
- Attendance and engagement: In 2024, Board held 16 meetings; each director attended ≥75% of Board meetings; Audit (4), Compensation (4), Nominating (2) meetings held, with each committee member attending ≥75% of their committee meetings .
- Executive sessions: Independent directors meet at regular executive sessions without management present .
- Controlled company context: Company is a “controlled company” under Nasdaq rules due to dual‑class structure; CEO Joseph Davy controls ~90.67% of voting power via Class B shares .
Fixed Compensation
| Component | Amount (USD) | Basis |
|---|---|---|
| Non‑employee director annual base retainer | $100,000 | Board‑adopted director program |
| Audit Committee Chair retainer | $10,000 | Director program |
| Compensation Committee member retainer | $2,500 | Director program |
| Nominating & Corporate Governance Committee member retainer | $2,500 | Director program |
| Implied annual cash retainer for Schofield based on roles (Base + Audit Chair + Comp member + Nominating member) | $115,000 | Roles per governance disclosures; schedule per director program |
Notes: Program states base and committee retainers; Compensation Committee determines form/timing of payment .
Performance Compensation
| Equity element | FY24 Director Grant (aggregate for all 4 non‑employee directors) | Terms/Notes |
|---|---|---|
| RSUs (Dec 2024) | 30,049 shares; $371,507 fair value (aggregate) | Granted in Dec 2024 to 4 non‑employee directors; form and valuation disclosed in proxy |
| Director compensation cap (per annual period) | $1,000,000 (or $1,500,000 if first appointed/elected mid‑period) | 2023 Equity Incentive Plan limit for non‑employee directors |
| Clawback | Subject to clawback under Dodd‑Frank/listing standards and any company policy | Plan clawback provision applies to awards |
| Change‑in‑Control (Corporate Transaction) | Acceleration if awards are not assumed/continued/substituted by acquirer | Plan provides for acceleration and lapse of repurchase rights if not assumed |
No specific performance‑metric‑based director awards were disclosed; director equity in Dec 2024 was time‑based RSUs (aggregate disclosed) .
Other Directorships & Interlocks
| Company | Role | Committee roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Schofield |
| Board composition interlock context | — | — | Mason Ward (director) is CFO of Alco, a significant shareholder (13.88% Class A); disclosed in beneficial ownership table footnote |
Expertise & Qualifications
- Finance and capital markets: Former Goldman Sachs VP/lead equity analyst (tech); Uber Strategic Finance; Director of Investor Relations and Corp Dev .
- IPO and investor engagement: One of four Uber representatives on $8.1B IPO roadshow .
- Accounting/oversight: Designated audit committee financial expert; chairs Audit Committee .
- Independence: Board‑affirmed independent director .
Equity Ownership
| Holder | As‑of Date | Class A Shares | Class B Shares | Ownership % | Notes |
|---|---|---|---|---|---|
| Kent Schofield | Oct 22, 2024 (record date) | 2,752 | — | <1% | As disclosed in beneficial ownership table |
| Kent Schofield | After record date (post‑Oct 22, 2024) | +1,820 incremental | — | — | “Following the Record Date, Mr. Schoefield owns an additional 1,820 shares” |
Company prohibits hedging/monetization transactions under its insider trading policy . No disclosure of pledging.
Insider Trades
| Period/Item | Disclosure | Source |
|---|---|---|
| Rule 10b5‑1 plans (nine months ended Sept 30, 2025) | No director or officer adopted or terminated a Rule 10b5‑1 or non‑Rule 10b5‑1 trading arrangement during the period | Q3 2025 10‑Q “Other Information” |
| Hedging policy | Company prohibits hedging/monetization transactions by directors, employees, consultants | 2024 DEF 14A |
No Form 4 transactions for Schofield were disclosed in the filings reviewed above.
Governance Assessment
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Strengths supporting investor confidence:
- Independent director; Audit Committee Chair with SEC‑defined “audit committee financial expert” designation .
- Committee participation across Audit, Compensation, and Nominating & Corporate Governance; attendance thresholds met at Board and committee levels (≥75%) .
- Director equity awards subject to clawback; director compensation capped; clear committee fee schedule .
- No Item 404 related‑party transactions requiring disclosure for directors (including Schofield) .
-
Structural risk factors to monitor:
- Controlled company with dual‑class structure; CEO holds ~90.67% of voting power, limiting minority shareholder influence on director elections/governance changes .
- Board includes a director who is CFO of a significant shareholder (Alco); while disclosed and permissible, this is an interlock to monitor for potential perceived conflicts (Schofield is not implicated) .
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Shareholder engagement signals:
- 2025 special meetings approved major capital structure proposals (e.g., share issuances; equity plan share increase; reverse split) by large margins, reflecting concentrated voting power; company is exempt from say‑on‑pay as an EGC .
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Policy environment:
- Independent directors meet in executive session; hedging prohibited .
This profile indicates Schofield brings strong finance, IR, and public market experience with objectively independent status and audit leadership, operating within a controlled‑company framework that concentrates voting power outside the independent directors’ influence .