Shaz Kahng
GoProAbout Shaz Kahng
Independent director at GoPro since October 2021; age 61 as of the 2025 proxy. Kahng is Chair of the Nominating and Governance Committee and a member of the Audit Committee. She is a consumer products and retail operator with turnaround CEO experience (Lucy Activewear) and executive roles at Nike; she also served as CEO of Gymboree and has advised PE/VC-backed consumer tech startups since 2012. Notably, she is active in governance-focused external roles (Cornell University Council, Wharton Alumni for Boards, LiveGirl Advisory Council) supporting board effectiveness and leadership diversity .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nike, Inc. | Various leadership roles | 2004–2009 | Consumer products, product development and marketing experience |
| Lucy Activewear (VF Corp.) | Chief Executive Officer | May 2010–Dec 2011 | Led turnaround; revitalized brand; achieved profitability |
| Gymboree | Chief Executive Officer | Nov 2018–Mar 2019 | Portfolio of children’s brands operating specialty retail stores |
| PE/VC-backed startups (Tulip Retail; Westfield Labs) | Strategic Advisor | Since May 2012 | Consumer tech advisory roles; startup governance and commercialization support |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cornell University | Council Member | Current | Governance and university advisory role |
| Wharton Alumni for Boards | Director | Current | Board education/placement network; governance advocacy |
| LiveGirl | Advisory Council Member | Current | Leadership development; diversity |
| Gymboree | Former Board Director | Prior | Prior directorship (private company) |
| OMSignal | Former Board Director | Prior | Prior directorship (private company) |
| InsideTracker | Former Board Director | Prior | Prior directorship (private company) |
Board Governance
- Independence: The Board determined Kahng is independent under SEC and Nasdaq standards; all members of Audit, Compensation, and Nominating committees meet heightened independence requirements .
- Committees: Kahng serves as Chair, Nominating & Governance Committee, and member, Audit Committee; post-Annual Meeting the Audit Committee will comprise Lopez (Chair), Dennison, and Kahng .
- Engagement/Attendance: In 2024, the Board met 9 times; Audit 5; Compensation 6; Nominating 4. All directors attended at least 75% of board and committee meetings; all then-current directors attended the 2024 annual meeting .
- Board evaluation: The Nominating Committee oversees annual/biannual board and committee effectiveness reviews (often with independent consultants). As NGC Chair, Kahng reviews results and feedback and identifies action items for full Board discussion .
- Risk oversight: Audit Committee oversees financial reporting, internal controls, compliance, and cybersecurity; regular CISO updates and program reviews are reported to senior management and the Audit Committee .
- Stock ownership guidelines: Non-employee directors must reach ownership equal to 5× annual retainer within 5 years of joining the Board; company maintains director/insider trading policies prohibiting hedging, pledging, margin trading .
- Compensation committee advisor independence: Compensia engaged by the Compensation Committee; committee determined no conflicts of interest in 2024 .
Fixed Compensation
| Component (2024 Policy) | Amount |
|---|---|
| Annual Cash Retainer | $60,000.00 |
| Additional Cash Retainer – Lead Independent Director | $27,500.00 |
| Additional Cash Retainer – Audit Committee Chair | $25,000.00 |
| Additional Cash Retainer – Audit Committee Member (non-chair) | $12,500.00 |
| Additional Cash Retainer – Compensation Committee Chair | $20,000.00 |
| Additional Cash Retainer – Compensation Committee Member (non-chair) | $10,000.00 |
| Additional Cash Retainer – Nominating Committee Chair | $20,000.00 |
| Additional Cash Retainer – Nominating Committee Member (non-chair) | $10,000.00 |
| Director | Fees Earned or Paid in Cash (2024) |
|---|---|
| Shaz Kahng | $76,188 |
Notes: Cash retainers paid quarterly in arrears; director compensation policy is reviewed annually by the Nominating Committee with benchmarking support from Compensia; 2024 changes aligned grant calculation methodology to average closing price in the last completed calendar month before grant and incorporated the 2024 Equity Incentive Plan .
Performance Compensation
| Item | Detail |
|---|---|
| Annual Equity Grant (Policy) | RSUs valued at $135,000.00 |
| 2024 RSU Grant (Kahng) | 80,992 RSUs granted on June 4, 2024 |
| 2024 Stock Awards (Grant-Date Fair Value) | $120,678 |
| Vesting | 25% vests each quarter after grant; final 25% vests on June 3, 2025 subject to continuous service |
| Unvested RSUs at 12/31/2024 (re-elected directors) | 40,496 RSUs remained unvested |
| Change-in-Control Treatment | RSUs accelerate and vest in full upon a change in control pursuant to the applicable plan |
| Other Compensation | Non-employee directors receive no perquisites; reasonable travel expenses reimbursed |
No director performance metrics are disclosed for equity awards; director RSUs are time-vested (not tied to revenue, EBITDA, or TSR metrics) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current Public Company Directorships (Kahng) | None |
| Compensation Committee Interlocks | None; no officer/employee service by committee members; no reciprocal board/committee relationships of execs with entities having officers on GoPro’s Board/Comp Committee |
Expertise & Qualifications
- Extensive executive experience in consumer products, product development, and marketing; turnaround experience as CEO of Lucy Activewear and CEO of Gymboree .
- Governance roles across academic and nonprofit organizations (Cornell University Council; Wharton Alumni for Boards; LiveGirl Advisory Council) .
- Independent director leading Nominating & Governance Committee (board composition/qualifications, evaluation processes, director compensation recommendations) and serving on the Audit Committee (financial literacy required) .
- Board determined all committee members meet independence requirements; Audit Committee members are financially literate; Kahng aligns with Nasdaq and SEC independence standards .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Options (Exercisable ≤60 days) | RSUs Outstanding | % of Class / Voting Power |
|---|---|---|---|---|---|
| Shaz Kahng | 161,783 | — | — | 45,381 | “*” denoting <1% (per table notation) |
| Notes | Beneficial ownership reflects Class A common stock holdings. Non-employee directors’ outstanding awards as of 12/31/2024 included RSUs (Kahng: 45,381) . The proxy table indicates “*” for less than 1% of outstanding shares/voting power . Hedging/pledging/margin trading prohibited for Board members; directors subject to stock ownership guidelines (5× annual retainer within 5 years) . |
Governance Assessment
- Strengths: Independent director with consumer/retail operating expertise; Chair of Nominating & Governance Committee overseeing robust board evaluation processes; member of Audit Committee with established independence and financial literacy requirements; strong director stock ownership policy and explicit prohibitions on hedging/pledging enhance alignment and investor confidence .
- Compensation alignment: Mix of cash and time-vested RSUs; standard director equity vests quarterly, with COI acceleration consistent with market practice; annual policy benchmarking by Compensia supports fair, market-aligned pay and governance hygiene .
- Attendance/Engagement: Board and committees met regularly in 2024; all directors met at least the 75% attendance threshold and attended the annual meeting, signaling engagement .
- Conflicts/Related Parties: Audit Committee reviews related-party transactions; proxy discloses “Other Transactions—None,” and Compensation Committee reports no interlocks, reducing conflict risk .
- RED FLAGS: None identified specific to Kahng—no hedging/pledging permitted, no related-party transactions disclosed, no overlapping public company directorships that could create interlocks at GoPro .