Allan Leinwand
CompassAbout Allan Leinwand
Allan Leinwand, age 58, is an independent director of Compass, Inc. (COMP) serving since May 2022, with his current term expiring in 2026. He is Chief Technology Officer at Webflow, Inc. and holds a B.S. in Computer Science from the University of Colorado at Boulder . He is classified as independent under NYSE rules; all Compass directors other than the CEO are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Webflow, Inc. | Chief Technology Officer | 2023–present | — |
| Shopify Inc. | Chief Technology Officer | 2021–2023 | — |
| Slack Technologies, Inc. | SVP of Engineering | 2018–2021 | — |
| ServiceNow, Inc. | Chief Technology Officer | 2012–2018 | — |
| Zynga Inc. | CTO of Infrastructure | 2010–2012 | — |
| Vyatta, Inc. | Founding Chief Executive Officer | 2005–2012 | — |
| Panorama Capital (JPMorgan Partners) | Venture Partner | 2004–2010 | — |
External Roles
| Organization | Role | Tenure | Public Company Status |
|---|---|---|---|
| Anaplan, Inc. | Director | 2020–2022 | Former public |
| Marin Software, Inc. | Director | 2013–2018 | Former public |
| Current public company boards | — | — | None |
Board Governance
- Committee assignments: Member, Compensation Committee; Compass board class II director; independent .
- Board and committee meetings: Board met 8 times in 2024; all directors attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
- Independence: Board is majority independent; Audit, Compensation, and Nominating committees consist solely of independent directors .
- Lead Independent Director structure in place; executive sessions held regularly .
Fixed Compensation
- Compass non-employee director compensation policy:
- Cash fees: Board member $50,000; Lead Independent Director $50,000; Audit Chair $20,000/Members $10,000; Compensation Chair $15,000/Members $7,500; Nominating Chair $10,000/Members $5,000 .
- Annual equity: $225,000 RSU grant, vesting fully by the next annual meeting or one year from grant date .
Director-specific actuals:
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 57,500 | 212,620 | 270,120 |
| 2023 | 57,500 | 217,360 | 274,860 |
Performance Compensation
- Non-employee director equity awards are time-based RSUs and are not tied to performance metrics; they vest fully by the next annual meeting or one year from grant date . | Component | Policy | Vesting | |---|---|---| | Annual Director RSU | $225,000 grant value | Fully vests by next annual meeting or 1 year |
Other Directorships & Interlocks
- Current public board roles: None .
- Former public boards: Anaplan, Inc. (2020–2022); Marin Software, Inc. (2013–2018) .
- Related-party transactions: None required to be reported since the beginning of fiscal 2024 .
Expertise & Qualifications
- Deep engineering and technical experience, including cloud computing, data security, and internet architectures .
- Board skills matrix recognizes his contributions in Digital/Technology/Cybersecurity, Senior Leadership, and Public Company Governance .
Equity Ownership
| As-of Date | Class A Shares Beneficially Owned | % of Class A | Unvested Stock Awards (RSUs) | Unexercised Options |
|---|---|---|---|---|
| Mar 24, 2025 | 89,042 | <1% | — | — |
| Dec 31, 2024 | — | — | 57,310 | — |
| Mar 31, 2024 | 40,394 | <1% | — | — |
Policy safeguards:
- Hedging prohibited; pledging only with General Counsel approval under strict guidelines .
- Director stock ownership guidelines: 5x annual Board retainer; all non-employee directors met requirements as of Dec 31, 2024 .
Compensation Committee Analysis
- Membership: Pamela Thomas-Graham (Chair), Allan Leinwand, Frank Martell; 5 meetings held in 2024; all members independent .
- Use of independent compensation consultant: Semler Brossy engaged by the Compensation Committee; determined to be independent; provides no services other than advising the Committee .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval |
|---|---|
| 2024 | ~93% support |
| 2023 | ~99% support |
Governance Assessment
- Alignment and independence: Independent director with relevant technology expertise; serves on Compensation Committee; no related-party transactions disclosed; meets stock ownership guidelines—supports governance quality and investor alignment .
- Attendance and engagement: Board met 8 times in 2024; all directors met at least 75% attendance—suggests solid engagement baseline for the Board and its committees .
- Compensation structure: Reasonable director pay mix with cash retainers and time-based RSUs; absence of performance-based director pay reduces pay-for-performance signaling but is standard for U.S. boards .
- Risk indicators and policies: Robust insider trading, hedging and pledging policies; clawback policy and stock ownership guidelines in place—mitigate governance risks .
- RED FLAGS: None specifically identified for Leinwand. No Section 16(a) delinquency noted for him; no related-party exposure reported; no pledging disclosure for him .