Miguel A. Lopez Ben
GoProAbout Miguel A. Lopez Ben
Miguel A. Lopez Ben (“Mick Lopez”), age 65, is an independent director of GoPro and has served since April 2025. He is Chair of the Audit Committee and a member of the Compensation and Leadership Committee; the Board has designated him as its Audit Committee financial expert. He previously served as CFO at Ribbon Communications, Vista Outdoor, Veritas Technologies, and L3Harris, and also sits on the board of Zeekr Group (NYSE: ZK) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ribbon Communications | Chief Financial Officer | Jun 2020 – Nov 2024 | Senior finance leadership, public-company CFO experience |
| Vista Outdoor | Chief Financial Officer | Apr 2018 – May 2020 | Consumer products finance leadership |
| Veritas Technologies | Chief Financial Officer | Feb 2016 – Jul 2017 | Enterprise software finance leadership |
| L3Harris Corporation | Chief Financial Officer | Feb 2014 – Jan 2016 | Defense/aerospace finance leadership |
External Roles
| Organization | Role | Tenure | Public Company | Committees |
|---|---|---|---|---|
| Zeekr Intelligent Technologies / Zeekr Group | Director | Since May 2024 | NYSE: ZK | Not disclosed |
Board Governance
| Topic | Detail |
|---|---|
| Independence | Board determined Lopez is independent under SEC/Nasdaq standards |
| Committee Assignments (post-2025 Annual Meeting) | Audit Committee: Lopez (Chair), Dennison, Kahng ; Compensation & Leadership Committee: Lyne (Chair), Lopez, Culp |
| Financial Expertise | Board designated Lopez an Audit Committee financial expert (Item 407(d) of Regulation S-K) |
| Attendance | In 2024 the Board held 9 meetings; Audit 5; Compensation 6; Nominating 4; all directors met at least 75% attendance during their service in 2024 (Lopez joined in 2025) |
| Risk Oversight | Audit oversees financial reporting, compliance, IT/cyber risks; Compensation oversees compensation risk, succession, human capital; Nominating oversees governance and leadership structure |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer (Director) | $60,000 | Paid quarterly in arrears |
| Lead Independent Director (additional) | $27,500 | If applicable |
| Audit Committee Chair (additional) | $25,000 | Lopez qualifies as Audit Chair |
| Audit Committee Member (additional) | $12,500 | For non-chair members |
| Compensation Committee Chair (additional) | $20,000 | Not applicable to Lopez |
| Compensation Committee Member (additional) | $10,000 | Lopez member |
| Nominating Committee Chair (additional) | $20,000 | Not applicable |
| Nominating Committee Member (additional) | $10,000 | Not applicable |
Performance Compensation
| Director Equity | Value | Grant Calculation | Vesting | Change-in-Control | Plan |
|---|---|---|---|---|---|
| Annual RSUs | $135,000 | Shares determined using average closing price in last completed calendar month before grant | 25% quarterly, final 25% on earlier of next Annual Meeting or 1-year anniversary; continuous service required | RSUs accelerate and vest in full upon a change in control | Grants under 2024 Plan since Feb 15, 2024 |
Directors appointed between Annual Meetings receive pro-rated RSUs; cash and equity policies updated effective June 4, 2024 and administered automatically under the Director Compensation Policy .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict |
|---|---|---|
| Zeekr Group (NYSE: ZK) | External public company directorship disclosed in GoPro proxy | No related-party transactions disclosed involving directors since Jan 1, 2024 |
Expertise & Qualifications
- Extensive CFO experience across public and private companies in technology, consumer products, defense/aerospace, and enterprise software, supporting audit oversight depth .
- Designated Audit Committee financial expert; will chair Audit Committee post-Annual Meeting .
- Committees operate under independent governance with advisor independence (Compensia engaged; no conflicts) .
Equity Ownership
| Topic | Detail |
|---|---|
| Beneficial Ownership | Security ownership tables as of March 31, 2025 cover directors and nominees; Lopez’s appointment occurred in April 2025, and his individual beneficial ownership is not presented in that table . |
| Ownership Guidelines | Non-employee directors must achieve stock ownership equal to 5× annual retainer within five years of joining the Board . |
| Hedging/Pledging | Prohibited: no short sales, hedging, pledging, monetization, margin trading in GoPro securities . |
| Outstanding Awards (Directors) | As of Dec 31, 2024, outstanding options/RSUs are shown for then-current directors; Lopez joined in 2025 and is not included in that table . |
Governance Assessment
- Strengths: Independent director; Audit Chair and designated financial expert; independent committees with external advisor (Compensia) and no consultant conflicts; robust director compensation policy and stock ownership guidelines; hedging/pledging prohibited .
- Controls/Conflicts: Audit Committee reviews related-party transactions; company discloses none since Jan 1, 2024; indemnification for directors is standard .
- Attendance/Engagement: Board and committee cadence in 2024 indicates active oversight; all directors met at least 75% attendance during their service in 2024 .
Committee Assignments Detail
| Committee | Role | Members (post-2025 Annual Meeting) |
|---|---|---|
| Audit | Chair | Lopez (Chair), Dennison, Kahng |
| Compensation & Leadership | Member | Lyne (Chair), Lopez, Culp |
| Nominating & Governance | Not a member | Kahng (Chair), Ahmad-Taylor, Lyne |
Director Compensation Policy Summary
| Element | Cash/Equity | Value | Timing/Vesting |
|---|---|---|---|
| Director Cash Retainer | Cash | $60,000 | Quarterly in arrears |
| Audit Chair | Cash | $25,000 | Annual |
| Compensation Member | Cash | $10,000 | Annual |
| Annual RSU Grant | Equity (RSUs) | $135,000 | 25% quarterly; final 25% by next Annual Meeting/1-year; CIC acceleration |
Related Party & Policies
- No related-party transactions involving directors/5% holders since Jan 1, 2024 above $120,000 threshold; Audit Committee oversees review/approval .
- Equity grants administered under written Equity Grant Policy to avoid proximity to material non-public information; governance around grant authority/timing specified .