Emily S. Culp Hogue

About Emily S. Culp Hogue

Emily S. Culp Hogue (age 49) was elected to GoPro’s Board on June 3, 2025 as an independent director; she is slated to serve on the Compensation and Leadership Committee. She is Chief Brand & Strategy Officer at BodyHealth, LLC and brings deep consumer marketing and strategy experience from prior leadership roles at Cover FX and Keds; she has no other public company directorships.

Past Roles

External Roles

Board Governance

• Independence: The Board determined Emily S. Culp Hogue is independent under SEC and Nasdaq rules; all members of Audit, Compensation, and Nominating committees meet enhanced independence requirements.
• Committee assignment: Post-2025 annual meeting, she joins the Compensation and Leadership Committee (CLC); current CLC chair is Susan Lyne; committee oversees CEO/executive pay and administers equity plans.
• Board leadership: Tyrone Ahmad‑Taylor designated Lead Independent Director as of the 2025 meeting, enhancing independent oversight and executive session leadership.
• Meetings/attendance: In 2024, Board met 9x; Audit 5x; Compensation 6x; Nominating 4x; all directors met at least 75% attendance thresholds.
• Board evaluation: Nominating Committee runs annual/biannual evaluations, often with an independent consultant; action items are tracked and discussed with the full Board.

2024 Board/Committee Activity

Fixed Compensation (Director)

• Annual cash retainer: $60,000; plus role-based premia for committee service/chair and Lead Independent Director per policy.
• Annual equity grant: $135,000 in RSUs, converted using the average closing price in the last completed calendar month preceding grant; vest 25% per quarter with final 25% vesting at the earlier of next annual meeting or one‑year anniversary; accelerate on change in control.
• Form/timing: Cash paid quarterly in arrears; no perquisites other than travel reimbursement.

Policy calibration: Director compensation policy was updated in May 2024 to align RSU grant calculation methodology (average prior month closing price) and incorporate successor equity plans.

Performance Compensation

Directors do not receive performance‑based equity or bonuses; RSUs are time‑based. The Compensation Committee (which Culp will join) sets and certifies performance metrics for executives; below are the 2024 outcomes for governance context.

2024 Executive Bonus Plan – First Half Results

2024 Executive Bonus Plan – Full Year Results

Long‑Term Incentive PSUs (Executives)

• 2024 PSUs (50% Revenue; 50% Non‑GAAP Op Loss post bonus) were forfeited entirely after certification on Feb 7, 2025 (neither threshold met).

Other Directorships & Interlocks

• Public company boards: None.
• Private boards: Stio; Cordial. No related‑party transactions >$120,000 disclosed since Jan 1, 2024.
• Committee interlocks: None disclosed; Compensation Committee members are independent and no insider participation.

Expertise & Qualifications

• Core expertise: Consumer products, brand strategy, marketing leadership; qualified for Board based on extensive executive experience and strategy background.
• Committee experience: Will serve on Compensation & Leadership Committee post‑meeting (executive pay oversight; equity administration).

Equity Ownership

• Stock ownership guidelines: Non‑employee directors must achieve ownership equal to 5× the annual director retainer within five years of joining the Board; hedging, pledging, monetization transactions, trading on margin are prohibited for directors.
• Beneficial ownership: The proxy’s beneficial ownership table covers directors and nominees as of March 31, 2025; the extracts provided list incumbent directors/officers. Emily’s individual line was not present in the retrieved excerpts; no specific share count is available in the returned sections.

Governance Assessment

• Board effectiveness: Strong governance scaffolding (independent committees; lead independent director; regular board evaluations with independent consultant), with Culp’s consumer marketing expertise complementing GoPro’s brand‑centric strategy.
• Compensation oversight: Culp’s placement on the CLC embeds her in executive pay design; recent outcomes show discipline (H1 payout below target; FY zero; PSUs forfeited when thresholds missed), reinforcing pay‑for‑performance.
• Alignment & safeguards: Director pay mixes modest cash plus time‑vested RSUs, stock ownership guidelines at 5× retainer, and strict anti‑hedging/pledging policy—supporting investor alignment.
• Shareholder support signal: Emily S. Culp Hogue received 290,459,042 votes “For” vs 3,918,057 “Withheld” at the 2025 annual meeting, indicating strong investor confidence; say‑on‑pay also passed comfortably.
• Conflicts/related‑party exposure: No related‑party transactions involving directors/nominees since Jan 1, 2024; no public interlocks; continue to monitor private board roles (Stio, Cordial) for potential future commercial overlaps, though none are disclosed.

RED FLAGS to watch

• None disclosed in proxy for Culp (no related party transactions; independence affirmed). Maintain surveillance for any future commercial ties between GoPro and BodyHealth/Stio/Cordial given her roles, and for any deviation from ownership guidelines or hedging/pledging prohibitions.

Appendix: Shareholder Vote Outcomes (2025 Meeting)