Jeff Kearl
DOMOAbout Jeff Kearl
Independent director since September 2019 (age 52), currently chair of Domo’s Nominating & Corporate Governance Committee. Background spans venture investing (Managing Director, Pelion Venture Partners) and operating roles (co‑founder/CEO/chair at Stance; marketing leadership at LogoWorks; strategy/new ventures at HP). He holds a B.A. in marketing from Brigham Young University and has been recognized as EY Orange County Entrepreneur of the Year (2019) and Forum of Corporate Directors Director of the Year (2012) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stance, Inc. | Co‑founder; CEO; Director & Chairman | CEO: 2009–Sep 2019; Director/Chair: 2009–Dec 2024 | Led brand growth; board chair responsibilities |
| LogoWorks | Chief Marketing Officer | 2004–2007 | Led marketing prior to HP acquisition |
| HP Inc. | Director, Strategy & New Ventures | Post‑2007 (following LogoWorks acquisition) | Corporate strategy/new ventures contributor |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pelion Venture Partners | Managing Director | Oct 2019–present | Venture investing, board experience |
| Precedent Investments | Managing Director | 2012–Sep 2019 | Venture investing |
| Various private companies | Director/Investor | Since 2001 | Multiple private boards (not individually listed) |
Board Governance
| Item | Detail |
|---|---|
| Committee memberships | Nominating & Corporate Governance Committee member |
| Committee chair roles | Chair, Nominating & Corporate Governance Committee |
| Committee activity | Nominating & Governance Committee met 4 times in FY ended Jan 31, 2025 |
| Independence | Board determined Kearl is independent under Nasdaq rules |
| Board meetings | 8 meetings held in FY ended Jan 31, 2025 |
| Attendance | No incumbent director attended fewer than 75% of meetings of the board/committees of which they were a member |
| Annual meeting attendance | None of the directors attended the 2024 annual stockholder meeting |
| Controlled company status | Domo is a “controlled company” (CEO holds majority voting power); may rely on Nasdaq governance exemptions in future |
Fixed Compensation
| Component | Structure / Amount | Vesting/Notes |
|---|---|---|
| Cash retainers (policy) | Non‑employee director: $10,000/quarter; Board chair: $12,500/quarter; Lead director (if any): $5,000/quarter; Audit chair: $6,250/quarter; Audit member: $3,125/quarter; Compensation chair: $3,750/quarter; Compensation member: $1,875/quarter; Nominating chair: $2,500/quarter; Nominating member: $1,250/quarter | Paid quarterly |
| Equity awards (policy) | Initial RSU grant: $357,000 value; Annual RSU grant: $175,000 value (pro‑rata if <6 months service; none if <3 months service) | Initial: vests 1/3 annually over 3 years; Annual: 100% by 1 year or prior to next AGM; Full acceleration on change in control |
| Annual director limit | Total annual cash + equity ≤ $750,000 (equity valued at grant‑date fair value) | Applies per fiscal year |
| FY2025 — Jeff Kearl cash | $50,000 fees earned/paid in cash | Per policy |
| FY2025 — Jeff Kearl equity | $174,998 grant‑date fair value of stock awards | RSUs per policy |
| FY2025 — Jeff Kearl total | $224,998 total compensation |
Performance Compensation
| Metric | FY2025 Director Plan Usage | Notes |
|---|---|---|
| Performance‑based metrics (e.g., TSR, revenue) | Not disclosed / not used for non‑employee director compensation | Director equity awards are time‑based RSUs; no performance metrics disclosed |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in proxy |
| Private company/non‑profit roles | Several private company boards since 2001 (not individually listed) |
| Committee roles elsewhere | Director/chair at Stance until Dec 2024 |
| Interlocks/potential conflicts | No related‑party transactions disclosed for Kearl; “Third‑party compensation of directors” — none |
Expertise & Qualifications
- Venture capital leadership (Pelion; Precedent) and multi‑company board experience .
- Consumer brand/operator experience as Stance co‑founder/CEO/chair .
- Marketing and corporate strategy credentials (LogoWorks CMO; HP strategy/new ventures) .
- Education: B.A. in marketing, Brigham Young University .
- Recognition: EY Entrepreneur of the Year (Orange County, 2019); Forum of Corporate Directors Director of the Year (2012) .
Equity Ownership
| As of | Beneficial Ownership Detail | Shares | % Outstanding / Voting Power |
|---|---|---|---|
| May 1, 2025 | Total beneficial Class B shares (includes RSUs vesting within 60 days, and Pura Vida LLC) | 69,484 | <1% beneficial ownership; voting power <1% |
| Breakdown (May 1, 2025) | Shares held directly by Kearl | 41,401 | — |
| Shares held via Pura Vida Investment Capital LLC | 2,348 | — (Kearl has voting/dispositive control) | |
| RSUs scheduled to vest within 60 days | 25,735 | — | |
| Jan 31, 2025 | RSUs outstanding (covering Class B shares) | 67,136 | — (41,401 vested; 25,735 unvested at that date) |
| Pledging/Hedging | Company prohibits hedging/pledging; waivers granted only for James/Daniel (not Kearl) | No pledging by Kearl disclosed | — |
| Ownership guidelines | Directors must hold equity valued at 5x annual cash retainers (within later of 4 years from service start or Nov 28, 2023 policy adoption) | Compliance status not disclosed |
Governance Assessment
- Committee leadership and independence: Kearl chairs the Nominating & Corporate Governance Committee and is independent, supporting board oversight of director qualifications, governance guidelines, and independence/conflicts; the committee met four times in FY2025, indicating regular engagement .
- Alignment and skin‑in‑the‑game: Kearl’s director pay is a mix of cash ($50,000) and equity ($174,998 grant‑date fair value) with time‑based RSUs; beneficial ownership is <1% but directors are subject to a 5x cash retainer ownership guideline — compliance is not disclosed (monitor over time) .
- Conflicts and related parties: No related‑party transactions involving Kearl are disclosed; third‑party director compensation arrangements are absent — low direct conflict risk based on filings .
- Risk indicators: Domo’s controlled company status may reduce governance protections if exemptions are used in future; additionally, no directors attended the 2024 annual meeting, which may raise engagement concerns despite meeting participation ≥75% thresholds in FY2025 .
- Insider policy safeguards: Anti‑hedging/anti‑pledging policies apply (no waivers noted for Kearl), reinforcing alignment and risk controls .