Debra Chrapaty
About Debra Chrapaty
Debra Chrapaty, age 64, is an independent Class I director of Forge Global Holdings, Inc. (FRGE) serving since April 2023; her current term expires at the 2026 annual meeting. She is CTO of Toast, leading engineering, architecture, infrastructure, and platform services, and previously held senior technology and operating roles at Amazon Alexa (VP/COO), Wells Fargo (CTO), Microsoft, Cisco, Zynga, the NBA, E*TRADE. She holds a B.B.A. in Economics (Temple University), an M.B.A. in Information Systems (NYU Stern), and completed Stanford’s Directors Consortium; she joined Udemy’s board in December 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Toast | Chief Technology Officer | Jul 2022–present | Leads fintech, platform/international services, developer productivity, cloud |
| Amazon Alexa | VP and COO | Aug 2020–Jun 2022 | Product growth/monetization, skills/devices, international expansion |
| Wells Fargo | Chief Technology Officer | Apr 2018–Aug 2020 | Enterprise technology leadership |
| Microsoft; Cisco; Zynga; NBA; E*TRADE | Multiple leadership roles | Various | Senior tech and operational leadership across major platforms |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Udemy | Director | Dec 2024 | Public company directorship |
Board Governance
- Independence: The board affirmatively determined Chrapaty is independent under NYSE standards .
- Committees: Member—Compensation Committee and Risk Committee; not a chair .
- Attendance: In 2024, each director attended at least 75% of board and applicable committee meetings; board held 8 meetings, Compensation 5, Risk 4 .
- Lead Independent Director: Asiff Hirji serves as Lead Independent Director; executive sessions are held at least annually .
- Compensation committee interlocks: None reported over prior three years .
Fixed Compensation
| Component | Amount/Policy | Basis/Period |
|---|---|---|
| Board annual cash retainer | $35,000/year | Director Compensation Policy |
| Compensation Committee member | $6,000/year | Policy |
| Risk Committee member | $4,000/year | Policy |
| 2024 cash fees earned | $63,109 | Actual fees (FY2024) |
Notes: Additional ad hoc committee or subsidiary board fees may be paid per policy ($1,500/meeting or up to $10,000/year for ad hoc; up to $20,000/year for subsidiary boards), but specific assignments for Chrapaty were not disclosed .
Performance Compensation
| Equity Element | Grant Value/Structure | Vesting | Period |
|---|---|---|---|
| Initial RSU award (upon joining board) | $240,000 grant date fair value | Vests 1/12 each Mar 1/Jun 1/Sep 1/Dec 1 | Policy |
| Annual RSU award (each annual meeting) | $170,000 grant date fair value (pro-rated if mid-cycle) | Vests 1/4 each on next four Quarterly Vesting Dates | Policy |
| 2024 stock awards (reported) | $164,984 grant date fair value | Per RSU schedules | Actual FY2024 |
| Sale Event treatment | Full vesting of outstanding director equity | If serving through sale event date | Policy |
| Annual comp cap | $750,000 subsequent years; $1,000,000 first year | Cash + equity grant date value | Policy |
Performance metrics: Director equity is time-based RSUs; no director-level performance metrics (TSR/financial hurdles) are attached to director grants .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Udemy | EdTech | Director | No FRGE-related transaction disclosed |
No related-party transactions were disclosed involving Chrapaty; she was deemed independent with no material relationship to FRGE .
Expertise & Qualifications
- Deep technology and operations leadership across cloud, data, fintech platforms; experience scaling product and platform organizations (Toast, Amazon Alexa, Wells Fargo) .
- Board-qualified training and experience (Stanford Directors Consortium; multi-company governance) .
- Skills aligned to FRGE board needs (governance, risk, technology, strategic planning) .
Equity Ownership
| Measure | Shares | Notes |
|---|---|---|
| Total beneficial ownership | 21,480 | Less than 1% of outstanding |
| Direct/indirect common stock | 18,991 | As of Apr 15, 2025 |
| RSUs vesting within 60 days | 2,489 | Counted in beneficial ownership |
| Outstanding RSUs (12/31/2024) | 7,447 | Unvested at year-end |
| Pledged/Hedged shares | Prohibited by policy | FRGE bans hedging and pledging for directors/officers |
Stock ownership guidelines: Non-employee directors must hold at least 5x annual board retainer; compliance assessed beginning FY2029 with phase-in over 5 years; each director is currently compliant or in phase-in .
Insider Filings & Trades
| Item | Status | Notes |
|---|---|---|
| Section 16(a) compliance (FY2024) | Compliant | Company reports all directors/officers complied except administrative errors for two other filers; no issue noted for Chrapaty |
No specific Form 4 transactions for Chrapaty were disclosed in the proxy. FRGE’s insider trading policy prohibits hedging and pledging and requires compliance with all insider trading laws .
Governance Assessment
- Board effectiveness: Chrapaty adds strong technology and platform expertise to FRGE’s board, serving on Compensation and Risk—two committees central to pay governance and enterprise risk oversight .
- Independence & attendance: Affirmed independent; general attendance threshold met in 2024, supporting engagement and reliability .
- Pay alignment: Director pay mix emphasizes equity (RSUs) alongside modest cash retainers; annual award levels ($170k) are consistent with market-calibrated policy and capped by annual limits, with full vesting on sale events appropriately disclosed .
- Ownership alignment: Beneficial ownership and guideline requirements (5x retainer) improve skin-in-the-game over time; hedging/pledging prohibition strengthens alignment .
- Conflicts/related parties: No related-party transactions or interlocks flagged for Chrapaty; compensation committee interlocks explicitly absent .
RED FLAGS: None identified specific to Chrapaty. Notable broader equity program changes (evergreen increase to 4% and share pool expansion) are company-wide dilution considerations rather than director-specific concerns; they were board-approved and subject to shareholder vote .
Appendix: Reference Tables
Director Compensation (FY2024)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | 63,109 |
| Stock Awards ($) | 164,984 |
| Outstanding RSUs (12/31/24) | 7,447 |
Committee Assignments (2024)
| Committee | Role |
|---|---|
| Compensation Committee | Member |
| Risk Committee | Member |
Beneficial Ownership (as of Apr 15, 2025)
| Holding Type | Shares |
|---|---|
| Common stock (direct/indirect) | 18,991 |
| RSUs vesting within 60 days | 2,489 |
| Total beneficial ownership | 21,480 (<1%) |
Independence and Attendance
| Item | Status |
|---|---|
| Independence | Independent (NYSE standards) |
| Attendance (2024) | ≥75% of board and committee meetings |
Say-on-Pay Context (for governance climate)
| Year | Approval |
|---|---|
| 2024 | ~89% votes in favor |