Nicholas Woodman
GoProAbout Nicholas Woodman
Nicholas Woodman, age 49, is GoPro’s founder, Chief Executive Officer (since 2004), and Chairman (since January 2014). He holds a B.A. in Visual Arts from the University of California, San Diego, and previously served as President from 2004 to June 2014 . 2024 performance was challenged: revenue was $801.5 million (down 20% YoY), subscribers grew to >2.5 million, and GAAP net loss was $(432.3) million; the company’s five-year cumulative TSR was $25 versus peer group TSR of $112, reflecting underperformance and deepened focus on restructuring and product launches .
Board service history and governance: Woodman is not independent and serves as both CEO and Chairman. The Board appoints a Lead Independent Director to strengthen oversight; Kenneth Goldman served through the 2025 Annual Meeting, after which Tyrone Ahmad‑Taylor assumed the Lead Independent Director role. Independent directors hold executive sessions, and the Board reviews the leadership structure periodically .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GoPro, Inc. | Chief Executive Officer | 2004–present | Founder-CEO driving product strategy, camera platform innovation, and brand evolution |
| GoPro, Inc. | Chairman of the Board | Jan 2014–present | Consolidated leadership; Board oversight with Lead Independent Director counterbalance |
| GoPro, Inc. | President | 2004–Jun 2014 | Built early operating structure and product roadmap; transitioned to CEO-only role in 2014 |
| Funbug.com | Founder | 1998–2001 | Entrepreneurial background; failure of venture catalyzed GoPro concept and founder learnings |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 850,000 | 850,000 | 850,000 |
| Target Bonus (%) | — | — | 100% of base salary |
| Non-Equity Incentive Paid ($) | 325,605 | 586,500 | 0 |
| Stock Awards ($) | 3,615,355 | 4,239,108 | 1,519,938 |
| All Other Compensation ($) | 184 | 535 | 176 |
| Total Compensation ($) | 4,791,144 | 5,676,143 | 2,370,114 |
• 2025 salary waiver: effective March 19, 2025, Woodman voluntarily waived his base salary for the remainder of 2025 and waived “good reason” claims tied to that change; base salary cannot be increased in 2025 without Board consent .
Performance Compensation
Annual Cash Bonus Plan (2024)
| Metric | Weighting | Target | Actual | Payout | Timing/Structure |
|---|---|---|---|---|---|
| Revenue | 50% (H1), 50% (FY) | Internal targets set; threshold/target levels established | Targets not disclosed; PSUs linked to similar metrics forfeited (see below) | Individual payouts 0–150% of funded bonus; CEO paid $0 for 2024 | H1 = 20% of full-year target; FY = 80%; max payout = 150% of target |
| Non-GAAP Operating Loss (post bonus) | 50% (H1), 50% (FY) | Internal targets set; threshold/target levels established | Targets not disclosed; PSUs forfeited indicate underperformance | 0–150% based on funding and individual performance | H1/FY weighting and max per above |
• Plan mechanics: GAAP or non-GAAP metrics may be adjusted for one-time or unexpected items; reconciliation in Appendix B of proxy .
Equity Awards and Vesting Outcomes
| Grant Year | Award Type | Grant Date | Target Shares | Maximum Shares | Grant Date Fair Value ($) | Performance Outcome | Vesting Schedule |
|---|---|---|---|---|---|---|---|
| 2024 | PSUs | 05/15/2024 | 894,081 | 1,341,122 | 1,519,938 | 0% earned; thresholds for Revenue and Non-GAAP Op Loss not met; forfeited on Feb 7, 2025 | N/A (forfeited) |
| 2023 | PSUs (earned) | — | — | — | — | Earned at 51.11% of original target | 1/3 vested on Feb 15, 2024; remaining vests quarterly each Feb/May/Aug/Nov |
| 2022 | PSUs (earned) | — | — | — | — | Earned at 55.9% of original target | 1/3 vested on Feb 15, 2023; remaining vests quarterly each Feb/May/Aug/Nov |
• 2024 realized vesting: Woodman had 338,200 shares vest from stock awards, with $674,827 value realized in 2024; no option exercises in 2024 .
• Options: No option awards granted in 2022–2024 per Summary Compensation Table; historical options referenced are fully vested; Woodman reported no option exercises in 2024 .
Equity Ownership & Alignment
| Holding Detail (as of 3/31/2025) | Shares | % of Class | % of Total Voting Power |
|---|---|---|---|
| Class A common stock (direct) | 705,759 | <1% | — |
| Class A PSUs that may settle within 60 days | 31,183 | — | — |
| Class B common stock (Woodman Family Trust; co‑trustees Nicholas & Jill Woodman) | 25,036,070 | 95.34% of Class B | 63.75% |
• Shares outstanding: 131,290,669 Class A and 26,258,546 Class B outstanding as of March 31, 2025 (useful for context) .
• Ownership guidelines: CEO must achieve ownership equal to 5x base salary within five years of becoming CEO; directors must achieve 5x annual retainer; officers 2x salary .
• Hedging/pledging: Company policy prohibits hedging, pledging, monetization transactions, and trading on margin by employees and directors .
• Trading plans: Executives may use Rule 10b5‑1 plans under Company policy amended in 2023 to comply with updated SEC/Nasdaq rules .
Employment Terms
| Term | Provision |
|---|---|
| Employment letter | Dated June 2, 2014 |
| Severance (pre‑CIC) | Lump sum equal to 12 months base salary + target bonus (assuming 150% achievement threshold); pro‑rata portion of target bonus for year of termination; 12 months COBRA or cash equivalent; release required |
| Severance (post‑CIC, double trigger within 24 months) | Lump sum equal to 24 months base salary + target bonus (assuming 150% achievement threshold); pro‑rata portion of target bonus; full acceleration of all unvested equity; 18 months COBRA or cash equivalent; release required |
| 280G cutback | Payments reduced to maximize after‑tax amount if “parachute payments” would otherwise apply |
| Clawback (Compensation Recovery Policy) | Complies with SEC/Nasdaq rules; Company will recoup incentive compensation after “Big R” or “little r” restatements regardless of fault, and may recoup after misconduct; methods include repayment, offsets, or adjustments; CEO recoupment decisions subject to Board ratification |
| Tax gross‑ups | No excise tax gross‑ups on change‑in‑control payments |
| 2025 Salary Waiver | Voluntary waiver of base salary effective March 19, 2025 through year-end; waives “good reason”; no 2025 increase without Board consent |
Board Governance (roles, committees, dual-role implications)
• Independence: Woodman is not independent; serves as CEO and Chairman; Board has a Lead Independent Director (transition from Kenneth Goldman to Tyrone Ahmad‑Taylor at the 2025 Annual Meeting) who presides over independent director sessions and serves as liaison to the CEO .
• Committees: Woodman is not listed as serving on Audit (AC), Compensation & Leadership (CLC), or Nominating & Governance (NGC); committee chairs and memberships are held by independent directors .
• Policy safeguards: Corporate Governance Guidelines contemplate periodic review of leadership structure and use of a Lead Independent Director when CEO is also Chair .
Compensation Committee and Peer Practices
• Committee independence and advisors: Compensation & Leadership Committee is comprised solely of independent directors and engaged Compensia as independent consultant in 2024; annual program and peer group reviews are conducted .
• Key practices: Double-trigger CIC arrangements; executive severance policy for non‑CEO executives; compensation recovery policy; annual risk assessment; prohibition on hedging/pledging; no perquisites or retirement plan contributions beyond broad-based benefits .
Related Party Transactions
• None: Since January 1, 2024, no related party transactions exceeding $120,000; offer letters/CIC agreements and standard indemnification are disclosed; Audit Committee oversees such matters .
Performance & Track Record Indicators
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Revenue ($ thousands) | 891,925 | 1,161,084 | 1,093,541 | 1,005,459 | 801,473 |
| GAAP Net Income (Loss) ($ thousands) | (66,783) | 371,171 | 28,847 | (53,183) | (432,311) |
| Cumulative TSR (value of $100) | 191 | 238 | 115 | 80 | 25 |
| Peer Group Cumulative TSR (value of $100) | 150 | 188 | 170 | 215 | 112 |
• Proxy CD&A highlights: Equity awards targeted at ~60% of NEO total comp, and Executive Bonus Program at ~18%, aligning CAP with TSR, revenue, and profitability measures used operationally .
Director Compensation (for Woodman as an employee director)
• Not applicable: Company emphasizes no executive perquisites and no company retirement plan contributions beyond broad-based programs; director compensation details pertain to non‑employee directors .
Equity Ownership Guideline and Pledging/Hedging
• CEO ownership guideline at 5x salary; hedging, pledging, monetization, margin trading prohibited for executives and directors; Rule 10b5‑1 plans permitted under updated policy .
Investment Implications
• Alignment and control: Woodman’s beneficial holding of 25.0 million Class B shares confers 63.75% total voting power, anchoring control and reducing takeover probability absent his support; governance mitigated by Lead Independent Director oversight and independent committees .
• Pay-for-performance signals: 2024 CEO bonus paid at $0 and 2024 PSUs forfeited at 0% reflect strict performance gating (revenue and non‑GAAP operating loss thresholds not met), consistent with the company’s emphasis on equity-heavy compensation and profit/TSR alignment .
• Near-term pressure and retention: The 2025 CEO salary waiver indicates aggressive cost discipline; double-trigger CIC with full equity acceleration may incentivize retention absent change-in-control, but could magnify selling pressure upon a transaction due to accelerated vesting; hedging/pledging prohibitions reduce leverage risks; Rule 10b5‑1 plans may facilitate orderly sales but are regulated under amended SEC/Nasdaq rules .
• Execution risk: Revenue declined 20% YoY in 2024 and GAAP losses widened; management stresses product launch cadence (360 re‑entry in 2025, multiple launches in 2026) to restore growth/profitability. Investors should monitor PSU structures and bonus metrics (revenue and non‑GAAP operating loss) for evidence of execution improvement before comp monetization resumes .
Notes on Say‑on‑Pay and Voting
• Annual advisory Say‑on‑Pay vote cadence; Board considers outcomes in future compensation decisions; 2025 proxy includes a Say‑on‑Pay proposal .
Appendix: 2024 Grants of Plan‑Based Awards (context for CEO)
| Award Type | Grant Date | Threshold (#/$) | Target (#/$) | Maximum (#/$) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| Cash Bonus Opportunity | N/A | $425,000 | $850,000 | $1,275,000 | — |
| PSUs | 05/15/2024 | 223,520 shares | 894,081 shares | 1,341,122 shares | 1,519,938 |
• Outcome: 2024 PSUs forfeited in entirety; 2024 CEO bonus paid $0 .
Summary of Insider Selling and Pledging
• Policy framework: Insider trading policy permits Rule 10b5‑1 plans under strict parameters; hedging, pledging, monetization, and margin trading are prohibited. Specific Form 4 activity for Woodman is not disclosed in the proxy; investors should monitor filings for selling pressure relative to vesting schedules .
Conclusion
GoPro’s CEO compensation emphasizes equity and strict performance thresholds; 2024 outcomes (zero bonus, PSU forfeiture) underscore alignment with operational underperformance. Woodman’s controlling voting stake stabilizes governance but limits external pressure, making product execution, profitability restoration, and TSR improvement the key levers for future compensation realization and trading signals .