Lily Sarafan
About Lily Sarafan
Independent director and Lead Independent Director at Maplebear Inc. (Instacart) since October 2022; director since October 2021. Age 43; Stanford B.S. in Science, Technology, and Society and M.S. in Management Science & Engineering. Founder/operator background as former CEO (2005–2020) and current Executive Chair (since Dec 2020) of TheKey LLC; currently also a director at Serve Robotics, Inc. Her Class III board term runs to the 2026 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TheKey LLC | Executive Chair | Dec 2020–present | Oversight of in-home care operations and strategy |
| TheKey LLC | Chief Executive Officer (co-founder) | Feb 2005–Dec 2020 | Built and scaled premium in-home care provider |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Serve Robotics, Inc. | Director | Current | AI-powered sidewalk delivery robots |
| TheKey LLC | Executive Chair | Dec 2020–present | Governance/strategy leadership |
Board Governance
- Lead Independent Director responsibilities include presiding over meetings of independent directors, coordinating independent director activities, liaison between CEO/Chair and independent directors, and presiding over annual board performance evaluations. This structure is explicitly used to balance CEO dual role as Chair.
- Independence: Board determined Sarafan is independent under Nasdaq standards; majority-independent board; independent membership on key committees.
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee member; not on Audit.
- Attendance: Board met 5x; each director attended at least 75% of combined board and committee meetings; 6 of 8 directors attended 2024 AGM.
- Risk oversight: Audit Committee oversees financial, compliance, cybersecurity, AI risks; Compensation Committee monitors compensation risk and succession; Nominating committee oversees governance policy.
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Board annual cash retainer | $50,000 | Standard non-employee director cash retainer |
| Lead Independent Director retainer | $25,000 | 2024 rate; increased to $30,000 effective Jan 1, 2025 |
| Compensation Committee member retainer | $10,000 | Member fee (chair would be $20,000) |
| Nominating & Corporate Governance member retainer | $7,500 | Member fee (chair would be $15,000) |
| Total fees earned (2024 actual) | $92,500 | Reported for Sarafan |
Performance Compensation
| Item | Value/Quantity | Vesting/Terms |
|---|---|---|
| Stock awards (2024) | $211,524 | ASC 718 fair value; director equity grants under policy |
| Unvested RSUs (as of 12/31/2024) | 6,841 shares | Time-based vesting; director policy provides $250,000 Annual RSU Grant vesting fully by next AGM or 1-year anniversary; initial RSU $250,000 vests over 3 years. All director RSUs fully accelerate upon Change in Control. |
Director equity is time-based RSUs; no performance metrics (TSR, EBITDA, etc.) apply to director awards.
Other Directorships & Interlocks
| Person/Entity | Role | Relevance |
|---|---|---|
| Ravi Gupta (Sequoia Capital) | Compensation and Nominating Committee colleague | Sequoia affiliates are 11% holders; Gupta independent but ex-CART CFO/COO (2015–2019) |
| Daniel Sundheim (D1 Capital Partners) | Compensation Committee colleague | D1-related entities are ~14% holders; board approved share repurchase from D1 co-invest fund via independent subcommittee |
| Michael Moritz (Sequoia Heritage) | Nominating Committee chair | Longtime investor/director; independent |
No related-party transactions disclosed involving Sarafan (transactions disclosed relate to Snowflake, NYT, D1 buyback, investor rights agreements).
Expertise & Qualifications
- Founder/operator with two decades scaling TheKey LLC; technology/operations and consumer services orientation.
- Academic grounding in engineering/management; Stanford B.S. and M.S.
- Governance leadership as Lead Independent Director, with experience in talent, succession, and board performance oversight.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Lily Sarafan | 12,033 | <1% | As of March 15, 2025; beneficial ownership methodology per SEC rules |
| Unvested RSUs (director) | 6,841 | n/a | As of Dec 31, 2024 (unvested, not in beneficial tally unless within 60 days) |
| Hedging/Pledging | Prohibited | n/a | Insider Trading Policy forbids hedging/pledging; supports alignment |
Governance Assessment
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Strengths: Independent Lead Director balancing CEO/Chair duality; independent committee service (Compensation; Nominating); board-wide robust independence; anti-hedging/pledging and recoupment policies; no Sarafan-related party transactions disclosed; strong 2024 say-on-pay support (99% of votes cast) indicating investor confidence in pay governance overseen by her committee.
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Watch items: Presence of major shareholders (D1, Sequoia) represented on board/committees—requires continued vigilance for conflicts; board/committee meeting attendance disclosed only at the aggregate ≥75% threshold (individual granularity not provided); CEO remains Chair—ongoing reliance on LID structure for independence optics and effectiveness.
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Signals: Director cash/equity mix is standard and largely at-risk via time-based RSUs; LID cash retainer increased from $25,000 to $30,000 effective 2025, modestly raising guaranteed cash but immaterial to alignment; change-in-control full acceleration on director RSUs is customary but investors may scrutinize CIC windfalls—note policy terms.