Susan Lyne
GoProAbout Susan Lyne
Susan Lyne, age 73, has served as an independent director of GoPro since April 2017. She currently chairs the Compensation and Leadership Committee and serves on the Nominating and Governance Committee, with the Board determining her independence under SEC and Nasdaq standards. She is Managing Partner of BBG Ventures (since January 2019) and previously served as President of the fund (2014–2018). Her operating credentials span CEO roles at AOL Brand Group (2013–2014), Gilt Groupe (CEO then Chair, 2008–2013), and Martha Stewart Living Omnimedia (President & CEO, 2004–2008), and senior leadership at Disney/ABC Entertainment (1996–2004), where she oversaw development of “Desperate Housewives,” “Grey’s Anatomy,” and “Lost.” She is currently a director at Blade Urban Air Mobility (BLDE), and a member of the Rockefeller University Council and Council on Foreign Relations. The proxy reports total public company directorships at two as of April 8, 2025 (interpreted to include GoPro plus Blade).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BBG Ventures | Managing Partner | Jan 2019–present | Leads early-stage investments in women-led tech startups |
| BBG Ventures | President | Sep 2014–Dec 2018 | Fund leadership |
| AOL Brand Group | Chief Executive Officer | Feb 2013–Sep 2014 | Oversaw content brands of AOL |
| Gilt Groupe, Inc. | Chief Executive Officer; Chair | Sep 2008–Feb 2013 | Led e-commerce pioneer in flash sales |
| Martha Stewart Living Omnimedia, Inc. | President & CEO | 2004–2008 | Diversified media/merchandising leadership |
| The Walt Disney Company / ABC Entertainment | Various roles; President of ABC Entertainment | 1996–2004 | Developed major network hits (Desperate Housewives, Grey’s Anatomy, Lost) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Blade Urban Air Mobility, Inc. (NASDAQ: BLDE) | Director | Current | Listed as current public company directorship |
| Rockefeller University Council | Member | Current | Advisory council member |
| Council on Foreign Relations | Member | Current | Member |
| Recognition | Forbes “50 over 50” | 2021 | Recognition disclosed in 2024 proxy |
Board Governance
- Independence: The Board has determined Lyne is independent under SEC and Nasdaq rules; all members of the Audit, Compensation, and Nominating committees are independent.
- Committee roles: Chair, Compensation and Leadership Committee (CLC); Member, Nominating and Governance Committee (NGC). Post-2025 annual meeting, CLC members will be Lyne (Chair), Lopez, and Culp.
- Attendance: In 2024, the Board met 9 times; Audit 5; Compensation 6; Nominating 4. All directors attended at least 75% of aggregate Board and committee meetings.
- Annual meeting attendance: All directors were present at the 2024 virtual annual meeting (June 4, 2024).
- Board evaluation: The Nominating Committee oversees an annual or biannual Board evaluation, often with an independent consultant; feedback and action items are discussed by the full Board.
- Compensation advisor independence: Compensia engaged by the Compensation Committee; committee determined no conflicts of interest for 2024.
- Committee interlocks: None; no cross-director/officer interlocks reported.
- Related-party transactions: Audit Committee reviews related-party transactions; the proxy reports “Other Transactions – None.”
Fixed Compensation
| Component (Directors) | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $60,000.00 | Paid quarterly in arrears |
| Additional Retainer – Chair, Compensation Committee | $20,000.00 | Applies to Lyne as CLC chair |
| Additional Retainer – Member, Nominating Committee | $10,000.00 | Applies to Lyne as NGC member |
| 2024 Fees Earned (Lyne) | $90,000 | Reported in Director Compensation table |
Performance Compensation
| Metric | 2024 Value | Grant/Timing | Vesting & Conditions |
|---|---|---|---|
| Annual RSU Grant Value (Directors) | $135,000.00 | Policy basis; grant value converted using average closing price in prior calendar month | |
| RSUs Granted (Lyne, re-elected directors) | 80,992 | Granted June 4, 2024 | 25% quarterly; final 25% vests on June 3, 2025, subject to service; accelerates on change in control |
| Stock Awards (Lyne, 2024 FASB ASC 718) | $120,678 | As reported | Aggregate grant-date fair value |
| Performance link | None | Time-based RSUs | Director RSUs are time-based; no revenue/TSR/ESG metrics disclosed |
Other Directorships & Interlocks
| Company | Ticker | Role | Interlocks/Conflicts |
|---|---|---|---|
| Blade Urban Air Mobility, Inc. | BLDE | Director | No GoPro-related interlocks disclosed |
| Prior directorships | — | Gilt Groupe; AOL; Martha Stewart Living Omnimedia; Starz Entertainment Group; CIT | Prior roles; none flagged as related-party transactions at GoPro |
Expertise & Qualifications
- Extensive CEO/Chair experience in media, consumer products, and e-commerce (AOL Brand Group, Gilt, MSLO), plus major network content oversight at Disney/ABC Entertainment.
- Governance experience as Compensation Committee Chair; Nominating Committee member; familiar with executive pay, equity plan administration, and board evaluations.
- Venture investing expertise as Managing Partner at BBG Ventures; network ties via CFR and Rockefeller University Council.
Equity Ownership
| Category | Quantity | Reference Date | Notes |
|---|---|---|---|
| Total Beneficial Ownership (Class A) | 265,049 | As of March 31, 2025 | Less than 1% of outstanding Class A; proxy table total for Lyne |
| Shares Held (Class A) | 191,313 | As of March 31, 2025 | Direct holdings |
| Options – Exercisable ≤60 days | 73,736 | As of March 31, 2025 | Class A options exercisable within 60 days |
| Outstanding RSUs (unvested) | 40,496 | As of Dec 31, 2024 | RSUs remaining from 2024 grant |
| Derivatives/Hedging/Pledging | Prohibited | Policy level | Directors and employees cannot hedge or pledge company stock; no margin trading |
| Stock Ownership Guidelines (Directors) | 5× annual retainer within 5 years | Policy level | Applies to non-employee directors |
Governance Assessment
- Board effectiveness and independence: Lyne is an independent director with consistent committee engagement (CLC Chair; NGC member). The Board uses independent consultants for evaluations and compensation, with all directors meeting minimum attendance requirements—supportive for investor confidence.
- Pay structure and alignment: Director pay blends cash ($90,000 for Lyne in 2024) and equity ($120,678 stock awards; 80,992 RSUs) with time-based vesting and change-in-control acceleration—standard market practice for directors; stock ownership guidelines (5× retainer in 5 years) and hedging/pledging prohibitions strengthen alignment.
- Compensation committee leadership: As Chair, Lyne oversees CEO/NEO compensation and equity plan administration; the committee’s use of Compensia and conflict-of-interest review is a positive governance signal.
- Conflicts/related-party: The proxy reports no related-party transactions; committee interlocks are absent—no apparent conflicts tied to Lyne’s roles.
- Shareholder feedback: Say-on-pay frequency remains annual, enhancing ongoing investor input into executive compensation oversight, which Lyne’s committee leads.
RED FLAGS: None disclosed in proxy for Lyne—no related-party transactions, no hedging/pledging, and independence affirmed. Director RSUs accelerate on change in control (common for directors), while executive CIC arrangements remain “double-trigger,” reflecting balanced governance.