Kimberley Vogel

About Kimberley Vogel

Independent Class I director at Forge Global Holdings (FRGE), age 57, serving since March 2022 with current term through the 2026 annual meeting . Background includes extensive finance and fintech leadership: former CFO at mFoundry and Semaphore Partners; co-founder and President at BaseVenture; earlier equity research at Montgomery Securities and audit roles at KPMG and Sutter Health. Education: MBA from Harvard Business School; BS in Accounting from Saint Mary’s College; Certified Public Accountant; current instructor with Stanford Continuing Studies and ex-officio board member/CFO of the Harvard Business School Association of Northern California .

Past Roles

External Roles

Board Governance

• Independence: Board affirmatively determined Vogel is independent under NYSE standards .
• Committee assignments (FRGE): Audit Committee Chair; Compensation Committee Chair; Nominating & Corporate Governance Committee member; not on Risk Committee .
• Audit Committee expertise: Board determined Vogel qualifies as an “audit committee financial expert” (SEC definition) .
• Attendance: Board held 8 meetings in 2024; committees held Audit 7, Compensation 5, Nominating 4, Risk 4; each director attended at least 75% of meetings and all directors present at the 2024 annual meeting .
• Board leadership: Lead Independent Director is Asiff Hirji; independent directors meet in executive session at least annually .

Fixed Compensation

• Director Compensation Policy cash retainers (amounts relevant to Vogel’s roles):
  • Board member annual retainer: $35,000
  • Audit Committee Chair: $20,000
  • Compensation Committee Chair: $12,000
  • Nominating & Corporate Governance Committee member: $4,000
  • Additional ad hoc committee fees and subsidiary board fees may apply per policy

Policy notes: Annual compensation limit for outside directors is $750,000 in subsequent years ($1,000,000 first year); cash paid quarterly in arrears; policy amended Dec 2024 to include ad hoc and subsidiary board compensation .

Performance Compensation

• Equity compensation for directors per policy:
  • Initial RSU award upon board entry: grant date fair value $240,000; vests 1/12 quarterly .
  • Annual RSU award at each annual meeting: grant date fair value $170,000; vests 1/4 quarterly; first award prorated if mid‑cycle .
  • Change-in-control: single-trigger full vesting of outstanding director equity upon a Sale Event if serving through such date .
• No performance metrics are tied to non‑employee director compensation; awards are time-based RSUs per policy .

Other Directorships & Interlocks

• Current public company boards: Trico Bancshares/Tricounties Bank; TriplePoint Venture Growth BDC Corp. .
• Committee interlocks: None; Compensation Committee Interlocks and Insider Participation section states no interlocking relationships .

Expertise & Qualifications

• CPA with deep audit and finance credentials; recognized audit committee financial expert at FRGE .
• Senior operating and CFO experience across fintech and financial services (mFoundry, BaseVenture, Semaphore) .
• Sell-side equity research background; broad governance experience across multiple public boards and committees .

Equity Ownership

• Beneficial ownership (as of April 15, 2025): 19,893 shares; less than 1% of shares outstanding .
  • Breakdown: 16,027 shares directly; 2,200 shares held by the Kim Vogel, Inc. Defined Benefit Plan; 1,666 RSUs vesting within 60 days .
• Outstanding RSUs (as of Dec 31, 2024): 3,465 .
• Insider Trading Policy prohibits hedging and pledging of company stock; margin accounts are prohibited .
• Stock ownership guidelines: non‑employee directors must hold at least 5× annual retainer; compliance assessed annually beginning Dec 31, 2029; directors are either compliant or in phase‑in .

Governance Assessment

• Strengths:

  • Independent director with audit committee financial expert designation and chairs both Audit and Compensation Committees; strong oversight credentials .
  • Robust attendance and engagement; board and committees met frequently in 2024 .
  • Clear stock ownership guidelines and anti‑hedging/anti‑pledging policy support alignment; director equity grants provide ongoing ownership .
  • No related‑party transactions disclosed involving Vogel; Board confirms independence .
  • Compensation Committee uses independent consultant (Compensia); independence assessed; say‑on‑pay support ~89% in 2024, signaling investor acceptance of compensation governance .

• Watch items / potential red flags:

  • Concentration of committee leadership (simultaneous chair of Audit and Compensation) may present workload/oversight bandwidth considerations; continued monitoring of committee effectiveness is warranted .
  • Single‑trigger acceleration of director equity upon a Sale Event can be shareholder‑sensitive; transparency is appropriate and disclosed .
  • Multi‑board service (two external public boards with audit chair roles) elevates time commitments; however, no NYSE independence or interlock issues identified .

• Compensation Committee analysis:

  • Committee composition: Vogel (Chair), Chrapaty, Leibowitz, all independent; administers clawback policy and equity plans .
  • No interlocks and independent consultant engagement mitigate conflicts risk .