Karen Roter Davis
About Karen Roter Davis
Independent Class I director since August 2021; age 53. Managing Partner at Entrada Ventures with two decades in technology leadership at Alphabet/Google (including oversight of Google’s IPO operations and Director role at X, formerly Google X). Education: MBA (Kellogg, Northwestern), JD (Northwestern Law), BA (Princeton SPIA); certified in Cybersecurity Oversight (Carnegie Mellon SEI/NACD) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alphabet/Google | Senior leadership; Director at X (Google X) | 2003–2008; 2016–2022 | Oversaw IPO internal operations; growth of new businesses |
| Innovyze (acquired by Autodesk) | Director | Prior to acquisition | Audit Chair; Compensation Committee member |
| Entrada Ventures | Managing Partner | Current | VC leadership, enterprise/industrial tech focus |
External Roles
| Organization | Role | Committees |
|---|---|---|
| 360Learning S.A. | Director | Audit; M&A & Finance |
Board Governance
- Committee memberships: Audit; Compensation; Nominating & Corporate Governance (member on all) .
- Chairs: None. Audit chaired by Jonathan Halkyard ; Compensation chaired by Christopher Cruz ; Nominating & Corporate Governance chaired by Sarah Grover .
- Independence: Qualifies as independent under NYSE rules .
- Attendance: In 2024, the Board met 9 times; each director attended 75%+ of Board and committee meetings during their service period .
- Board structure: Controlled company under NYSE rules (CEO Jared Isaacman holds >50% voting power), with a lead independent director (Christopher Cruz) and executive sessions of independent directors held at least annually .
| Governance Item | Status |
|---|---|
| Director Class | Class I (term expires 2027) |
| Independence | Independent |
| Committees | Audit; Compensation; Nominating & Corporate Governance |
| Meeting Attendance (2024) | ≥75% (Board and relevant committees) |
| Lead Independent Director | Christopher Cruz |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees earned/paid in cash | $70,000 | Reported 2024 cash fees |
| Committee fee policy (reference) | Audit member $15,000; Comp member $10,000; Nominating member $5,500 | Standard policy amounts (paid quarterly, prorated as applicable) |
| Annual director cash retainer (policy) | $50,000 | Standard retainer |
Performance Compensation
| Component (2024) | Amount | Vesting/Terms |
|---|---|---|
| Stock awards (RSUs) | $200,000 | Annual Award; vests in full on first anniversary; all unvested RSUs vest on change in control |
| Unvested stock awards outstanding (12/31/24) | 2,757 RSUs | From director holdings table |
Board oversight of pay-for-performance: Company’s annual bonus metrics (used for NEOs) guide compensation governance.
| 2024 Bonus Metrics | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|
| End-to-end payment volume ($Bn) | 128.98 | 171.968 | 214.96 | 164.817 |
| Gross revenue less network fees ($MM) | 1,002 | 1,336 | 1,670 | 1,354.4 |
| Adjusted EBITDA ($MM) | 484.5 | 646.0 | 807.5 | 677.5 |
| Outcome | — | — | — | 100.03% of target; NEO bonuses paid at 100% of target (except CEO) |
Other Directorships & Interlocks
- Current: 360Learning S.A. (board; audit and M&A/finance committees) .
- Prior: Innovyze (audit chair; comp member) .
- Compensation Committee interlocks: None disclosed; no Company executive served on another issuer’s comp committee in 2024 .
- Board independence context: Sarah Grover is not independent due to a consulting arrangement with Rook (founder-affiliated entity) ; the Company relies on NYSE controlled company exemptions at times .
Expertise & Qualifications
- Technology operations and corporate scaling; IPO operations (Google) .
- Boardroom skills: Audit committee leadership; compensation oversight; M&A/finance committee experience .
- Cybersecurity oversight certification (Carnegie Mellon SEI/NACD) .
- Degrees: MBA (Kellogg), JD (Northwestern), BA (Princeton SPIA) .
Equity Ownership
| Holder | Beneficial Class A Shares | % of Class A | Unvested Director RSUs | Notes |
|---|---|---|---|---|
| Karen Roter Davis | 9,349 | <1% | 2,757 | Per beneficial ownership and director holdings tables |
- Ownership guidelines: Directors required to hold 5.0x cash retainer; compliance timing up to 5 years; shares owned outright and net value of unvested time-based RSUs count toward guidelines .
- Hedging/pledging: Directors prohibited from hedging and pledging Company securities without prior approval; insider trading policy applies (Class B/C exceptions noted for certain holders, not applicable here) .
Governance Assessment
- Strengths:
- Independent director with deep tech and cybersecurity oversight credentials; serves on Audit, Compensation, and Nominating committees, bolstering board effectiveness in financial oversight, pay governance, and succession planning .
- Strong equity alignment: majority of her 2024 director compensation delivered in RSUs (~74% equity: $200k of $270k total) with one-year vesting and change-of-control protection aligned to board policy .
- Attendance standard met (≥75%) and independent director executive sessions established; presence of lead independent director provides counterweight within controlled company structure .
- Considerations/Investor signals:
- Controlled company status can reduce independence of certain committees (e.g., Compensation and Nominating include non-independent member Sarah Grover due to consulting with Rook), increasing reliance on independent members like Davis for robust oversight .
- Family relationship on the board (CEO and his father as directors) elevates related-party and succession scrutiny; Audit Committee (including Davis) reviews related-person transactions under formal policy .
- RED FLAGS (board-level context, not specific to Davis):
- Controlled company exemptions may limit full independent committee composition at times .
- Non-independent director (Sarah Grover) serving on Compensation and Nominating (consulting relationship with Rook) .
- Family relationship on the board (Jared and Donald Isaacman) .
- Overall: Davis’s independence, committee breadth, and cybersecurity/audit qualifications are positives for investor confidence within a controlled governance structure; her role on Audit and Compensation is particularly important to mitigate related-party and pay governance risks .