Maria Walker

About Maria Walker

Maria Walker (age 60) is an independent Class I director of Five9, Inc. since May 21, 2024; she was appointed to the Audit Committee in May 2024 and is designated an “audit committee financial expert,” with succession to Audit Committee Chair effective upon conclusion of the 2025 Annual Meeting. She holds a B.A. in Economics from the University of California, San Diego and brings deep CFO, audit, and private equity experience. Her independence is affirmed under NASDAQ standards.

Past Roles

External Roles

• Current public company directorships beyond Five9: none disclosed.

Board Governance

• Committee assignments: Audit Committee member; designated “audit committee financial expert”; effective as of the conclusion of the 2025 Annual Meeting, Walker will serve as Audit Committee Chair. The Audit Committee met six times in 2024.
• Independence: Board determined Walker (and other named directors) are independent under NASDAQ listing standards.
• Attendance and engagement: The Board met 20 times in 2024; all directors then in office attended at least 75% of aggregate Board/committee meetings, except Ms. Iskow (72%). Walker joined May 21, 2024 and is covered by the “then in office” attendance statement.
• Audit Committee remit includes related-party transaction review (Item 404), oversight of disclosure controls/internal control, cybersecurity disclosures, and oversight of AI/ML strategy, policies, and risk management—indicating an expanded governance perimeter under Walker’s incoming chairship.
• Lead Independent Director: David Welsh (since Feb 2014); independent directors hold executive sessions.
• Annual meeting attendance: Walker was appointed after the May 14, 2024 annual meeting; she was not a director at that time.

Fixed Compensation

Director cash schedule (context for future service):

• Board retainer: $35,000; Audit Committee member fee: $10,000; Audit Committee Chair fee: $20,000; Lead Independent Director: $20,000; Compensation Committee Chair: $15,000; Nominating & Governance Chair: $9,000; Compensation Committee member: $7,500; Nominating & Governance member: $4,500. No changes to policy for 2025.

Performance Compensation

• New non‑employee director policy: $400k RSU (3‑year vest) plus pro‑rated $200k RSU (1‑year vest); annual RSU grants are $200k for continuing directors each meeting date.
• Total 2024 stock awards recognized for Walker: $599,976 (ASC 718).

Other Directorships & Interlocks

• Other shared boards with competitors/suppliers/customers: none disclosed.

Expertise & Qualifications

• Designated audit committee financial expert; extensive CFO, audit and PE credentials (KPMG, Patient Square, SPAC CFO).
• Skills matrix flags: executive leadership, other public company board experience, technology industry, financial expertise, enterprise risk management, cloud business, cybersecurity/privacy/infosec, international expansion, and artificial intelligence.
• Education: B.A. Economics, UC San Diego.

Equity Ownership

• Ownership guidelines for directors: lesser of 300% of annual retainer or 9,000 shares; compliance measured annually (90‑day average). As of 12/31/2024, Walker had not yet satisfied guidelines (on standard 5‑year window to comply). Hedging and pledging are prohibited. Clawback policy is in place for Section 16 officers (restatements).
• Section 16 compliance: All filings timely for FY2024.

Governance Assessment

• Strengths: Independence; incoming Audit Chair with formal audit financial expert designation; remit explicitly covers cybersecurity disclosure and AI/ML governance—aligns board oversight to emerging risk vectors; strong audit pedigree (KPMG, prior audit chair).
• Alignment: Significant initial equity awards with standard vesting and change‑in‑control protections; director ownership guidelines set at meaningful levels, with 5‑year runway to comply; hedging/pledging banned.
• Attendance/engagement: Board and committee meeting cadence high (20 Board; 6 Audit) and Walker is covered by the “≥75%” attendance disclosure for directors then in office.
• Conflicts/related parties: Company reports no related‑party transactions ≥$120k since Jan 1, 2024; Audit Committee reviews and must approve any related‑party items. Historical interlock with David Welsh at ForgeRock ended in Aug 2023.
• Shareholder sentiment: Say‑on‑pay support rose to ~72% in 2024 after program changes (more PRSU/annual period), indicating improving but watch‑list governance signal; audit leadership continuity and risk oversight under Walker should be supportive of investor confidence.
• RED FLAGS: None disclosed regarding pledging, hedging, related‑party dealings, tax gross‑ups, or Section 16 compliance. Note that Walker is not yet at ownership guideline levels (permitted within 5‑year window).

Director Compensation (Detail)

• Grant structure and vesting detailed above; not eligible for 2025 automatic annual RSU grant due to new‑director grant timing (will be eligible thereafter).

Signals for Portfolio Managers

• Incoming Audit Chair with expanded oversight (AI/cyber) indicates maturing governance to contemporary tech risk—positive for control environment and disclosure quality.
• No related‑party exposures and strict anti‑hedging/pledging policy reduce alignment risk; monitor progress to stock ownership guideline compliance over the 5‑year window.
• Historical interlock (ForgeRock) now ceased; minimal conflict risk currently.