Tyrone Ahmad-Taylor
GoProAbout Tyrone Ahmad‑Taylor
Lead Independent Director of GoPro, Inc. (appointed effective at the 2025 Annual Meeting); age 57; director since June 2018. Background includes senior product and marketing leadership roles at Snap (VP, Organic Growth & Product Marketing, Jan 2023–Nov 2024), Meta (VP, Product Marketing, Jun 2017–Dec 2022), CEO/President of THX Limited (Nov 2015–May 2017), and Samsung SmartTV (Head/VP, Oct 2012–Jul 2015). Advisory roles include Consumer Technology Association (Advisory Board) and San Francisco Museum of Modern Art (Board member since Sept 2020). The Board affirms his independent director status under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Snap, Inc. | Vice President, Organic Growth & Product Marketing | Jan 2023 – Nov 2024 | Senior product marketing leadership |
| Meta (Facebook) | Vice President, Product Marketing | Jun 2017 – Dec 2022 | Led product marketing for online social platform |
| THX Limited | Chief Executive Officer & President | Nov 2015 – May 2017 | Corporate leadership |
| Samsung Electronics | Head, SmartTV Services; then VP, SmartTV Services | Oct 2012 – Jul 2015 | Consumer electronics product/services leadership |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Consumer Technology Association | Advisory Board Member | Current |
| San Francisco Museum of Modern Art | Board Member | Since Sept 2020 |
Board Governance
- Committee assignments: Nominating & Governance Committee member; NGC chaired by Shaz Kahng .
- Lead Independent Director: appointed effective at the 2025 Annual Meeting; responsibilities include presiding over independent director sessions, liaising between Chair/CEO and independent directors, and ensuring oversight in strategy, risk, and succession planning .
- Independence: Board determined Mr. Ahmad‑Taylor is independent; all committee members on Audit, Compensation & Leadership, and Nominating & Governance are independent per SEC/Nasdaq rules .
- Attendance/engagement: In 2024, Board met 9 times; Audit 5; Compensation 6; Nominating 4; all directors attended at least 75% of aggregate Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Other public company directorships: None .
Fixed Compensation
Director compensation policy and Mr. Ahmad‑Taylor’s actual cash compensation.
| Component | Amount (USD) |
|---|---|
| Annual Cash Retainer | $60,000 |
| Lead Independent Director Cash Retainer (additional) | $27,500 |
| Nominating & Governance Committee Chair (additional) | $20,000 |
| Nominating & Governance Committee Member (additional) | $10,000 |
| Audit Committee Chair (additional) | $25,000 |
| Audit Committee Member (additional) | $12,500 |
| Compensation & Leadership Committee Chair (additional) | $20,000 |
| Compensation & Leadership Committee Member (additional) | $10,000 |
| Annual Director RSU Target Value | $135,000 |
| Fiscal Year | Cash Fees Paid to T. Ahmad‑Taylor (USD) |
|---|---|
| 2023 | $70,000 |
| 2024 | $70,000 |
Notes: Cash retainers are paid quarterly in arrears . Mr. Ahmad‑Taylor’s 2024 cash likely reflects $60,000 base plus $10,000 NGC membership .
Performance Compensation
GoPro does not use performance-linked metrics for director pay; non-employee directors receive time-based RSUs that vest quarterly and accelerate on change in control .
| Fiscal Year | Grant Date | RSUs Granted | Grant-Date Fair Value (USD) | Vesting | Unvested RSUs at Year-End |
|---|---|---|---|---|---|
| 2023 | Jun 6, 2023 | 45,134 | $197,236 | 25% each quarter; final 25% on Jun 4, 2024; accelerate on change in control | 22,567 (as of Dec 31, 2023) |
| 2024 | Jun 4, 2024 | 80,992 | $120,678 | 25% each quarter; final 25% on Jun 3, 2025; accelerate on change in control | 40,496 (as of Dec 31, 2024) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards (current) | None |
| Compensation Committee interlocks | None; no insider participation noted |
Expertise & Qualifications
- Extensive executive background in consumer products/electronics and product development/marketing across Snap, Meta, THX, and Samsung .
- Board leadership experience; appointed Lead Independent Director for enhanced oversight and independent director coordination .
- External advisory roles signaling industry connectivity (CTA) and civic governance (SFMOMA) .
Equity Ownership
| Metric | Amount | As-of Date |
|---|---|---|
| Beneficially owned Class A shares (incl. exercisable options) | 142,196 (<1%) | Mar 31, 2025 |
| Direct Class A shares | 105,858 | Mar 31, 2025 |
| Options exercisable within 60 days | 36,338 | Mar 31, 2025 |
Outstanding awards (as of Dec 31, 2024):
| Award Type | Shares |
|---|---|
| Options | 36,338 |
| RSUs | 40,496 |
Ownership alignment policies:
- Stock ownership guidelines: non-employee directors must own shares valued at 5x the annual director retainer within 5 years of joining the Board .
- Hedging/pledging: prohibited for directors; no short sales, hedging, pledging, monetization, or margin transactions in Company securities .
Say‑on‑Pay & Shareholder Feedback
2025 Annual Meeting (June 3, 2025) results:
| Proposal | Votes For | Votes Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory (non-binding) vote on executive compensation | 286,635,641 | 6,884,645 | 856,813 | 36,490,942 |
Director elections: Mr. Ahmad‑Taylor received 279,713,086 votes for; 14,664,013 withheld; 36,490,942 broker non‑votes; elected for one year .
Related Party Transactions
- Company reports no related party transactions ≥$120,000 involving directors, nominees, executive officers, 5% holders, or their immediate family/household members since Jan 1, 2024 .
- Audit Committee reviews related party transactions and Code waivers per charter .
Compensation Committee Analysis
- Independent compensation consultant (Compensia) engaged; attends meetings, reports to the committee; Board determined no conflicts of interest .
- Nominating Committee annually reviews director compensation policy and engages Compensia; policy updated in May 2024 to align grant calculation methodology to average closing price in the last completed calendar month before grant .
Governance Assessment
- Strengths: Independent status; appointment as Lead Independent Director enhances board effectiveness and minority shareholder oversight; active NGC membership; strong attendance; prohibition on hedging/pledging; clear director stock ownership guidelines; no related party transactions disclosed .
- Alignment: Holds meaningful equity and options; time-based RSU structure supports long-term alignment; no director perquisites; equity grants accelerate only upon change in control .
- Context risks: Dual‑class voting concentration—CEO/Nicholas Woodman and Woodman Family Trust hold 95.34% of Class B and 63.75% of total voting power—elevates importance of robust lead independent oversight .
- Signals: Strong Say‑on‑Pay support and director election results indicate investor confidence in governance and pay practices .