Alyssa Henry
ConfluentAbout Alyssa Henry
Alyssa Henry (age 54) has served as an independent director of Confluent, Inc. since May 2021. She was previously CEO of Square at Block, Inc. (2014–2023) and Vice President of Amazon Web Services and Storage Services at Amazon.com (2006–2014). She holds a B.S. in Mathematics and Applied Science with a specialization in computing from UCLA. She is a Class I nominee for re-election at the June 11, 2025 annual meeting, with a term ending at the 2028 annual meeting if elected .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Block, Inc. (Square) | Various leadership roles, including CEO of Square | May 2014–Oct 2023 | Senior operating executive leading payments/software; public company experience |
| Amazon.com, Inc. | VP, Amazon Web Services & Storage Services | 2006–2014 | Cloud infrastructure, storage leadership; deep technology operating experience |
External Roles
| Company | Role | Tenure | Committee/Notes |
|---|---|---|---|
| Intel Corporation | Director | Since Jan 2020 | Semiconductor/technology oversight |
| Samsara Inc. | Director | Since Aug 2024 | IoT platform; current external public board |
| Unity Software Inc. | Director (prior) | Oct 2018–Nov 2022 | Prior public board service |
Board Governance
- Independence: The Board affirmatively determined Alyssa Henry is independent under Nasdaq rules; all directors other than the CEO are independent . She is listed as independent in the director summary (✔) .
- Committee leadership: Chair, Compensation Committee; Member, Mergers & Acquisitions Committee .
- Board/committee activity: Board met 6 times in 2024; Audit 5; Compensation 5; Nominating & Governance 4; M&A 1 .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings; 7 of 9 directors attended the 2024 annual meeting .
- Lead Independent Director: Greg Schott currently serves as LID and presides over executive sessions of non-management directors .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation | Chair | 5 | Oversees exec pay, policies, peer selection, and clawback/ownership policies |
| Mergers & Acquisitions | Member | 1 | Assesses M&A, strategic investments; first meeting Aug 2024 |
Fixed Compensation
| Year | Cash Fees ($) | Equity Awards ($) | Options ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 45,228 | 199,979 | — | 245,207 |
| Retainer Component | 2024 Amount |
|---|---|
| Board member annual retainer | $30,000 |
| Lead Independent Director | $18,000 |
| Audit Chair / Member | $20,000 / $10,000 |
| Compensation Chair / Member | $15,000 / $7,500 |
| Nominating & Governance Chair / Member | $10,000 / $5,000 |
| M&A Chair / Member | $8,000 / $4,000 |
- 2024 director cash retainers for M&A Committee were pro-rated starting with the first meeting (Aug 2024), which is reflected in cash fees; certain directors waived retainers (not Henry) .
- Annual director RSU policy: $200,000 grant value at the annual meeting; vests by next annual meeting or first anniversary .
Performance Compensation
| Component | Metric linkage | Vesting | Change-in-control terms |
|---|---|---|---|
| Annual director RSU | None (time-based RSUs only) | Fully vests at next annual meeting or 1-year anniversary | Full vesting of outstanding director equity immediately prior to change-in-control closing |
- No performance-based metrics, options grants, or meeting fees are disclosed for director compensation in 2024 .
Other Directorships & Interlocks
| External Board | Interlock/Network Note |
|---|---|
| Samsara Inc. | Jonathan Chadwick (a Confluent director) also serves on Samsara’s board since Aug 2020, creating an interlock with Henry’s Samsara directorship . |
| Intel Corporation | No Confluent-disclosed interlock noted with Intel in proxy . |
- Related-party/transactions: Confluent discloses a formal Related Person Transactions Policy (Audit Committee oversight), but the proxy does not enumerate specific related party transactions tied to Henry; Audit Committee also reviews and approves related party transactions .
Expertise & Qualifications
- Technology and cloud infrastructure expertise from AWS; payments/fintech/operator experience as Square CEO; software industry depth .
- Board-level compensation governance experience (Compensation Committee Chair) and corporate development exposure (M&A Committee) .
Equity Ownership
| Security | Amount | As of Date |
|---|---|---|
| Class A shares beneficially owned | 13,087 | Mar 31, 2025 |
| Stock options (Class B, exercisable within 60 days) | 250,000 | Mar 31, 2025 |
| RSUs outstanding | 7,160 | Dec 31, 2024 |
| Ownership as % of outstanding shares | <1% (indicated by “*”) | Mar 31, 2025 |
- Ownership alignment policies: Non-employee directors must hold ≥5x their total annual cash retainer (Board+committee) within five years; all non-employee directors were in compliance as of Dec 31, 2024 .
- Prohibitions: Hedging, short sales, publicly-traded options on Confluent stock, and pledging/margin are prohibited under Insider Trading Policy, supporting alignment and risk controls .
Governance Assessment
- Strengths: Independent status; Compensation Committee Chair with use of independent consultant (Compensia) and annual independence/conflict checks; adoption of clawback policy compliant with Rule 10D-1; prohibition on hedging/pledging; stock ownership guidelines with compliance; and transparent director retainer/RSU program (equity-heavy ~81.6% of 2024 pay) supporting alignment .
- Engagement/attendance: Board/committee cadence (6/5/5/4/1 meetings) with ≥75% attendance satisfies base expectations; LID structure ensures independent oversight in executive sessions .
- Potential watch items: External board interlock with Samsara (shared with Chadwick) warrants monitoring for information flow and potential conflicts if material transactions arise; proxy describes robust Audit Committee related-party review, and no specific related-party transactions are disclosed for Henry .
- Shareholder sentiment: Prior say‑on‑pay approval ~98% (2024 meeting covering 2023 NEO pay) suggests broader governance/compensation support environment; directors oversee engagement with proxy advisors/investors .
Additional governance and compensation infrastructure noted:
• Clawback policy applies to Section 16 officers for three years preceding restatement; Compensation Committee discretion on recovery method .
• Director compensation limit under 2021 Plan: ≤$750,000 per fiscal year (or ≤$1,500,000 in first-year appointment) for cash+equity value .
• Compensation Committee interlocks: None; no member served as Confluent officer; no reciprocal interlocks with companies where Confluent executives serve .
• Compensation consultant (Compensia) independence assessed; no non-compensation services provided .