Daniel Brooks Baer
About Daniel Brooks Baer
Independent director since November 2022; age 48 as of the 2025 proxy. Senior Vice President for Policy Research at the Carnegie Endowment for International Peace (joined January 2020); prior roles include U.S. Ambassador to the OSCE (2013–2017) and Deputy Assistant Secretary of State (2009–2013). Education: BA in Social Studies and African American Studies from Harvard; Marshall Scholar at Oxford with master’s and doctoral degrees in International Relations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carnegie Endowment for International Peace | Senior Vice President, Policy Research | Jan 2020–present | Global policy and governance expertise |
| Colorado Department of Higher Education | Executive Director | May 2018–Feb 2019 | Public-sector management experience |
| U.S. Department of State (OSCE Mission) | U.S. Ambassador to the OSCE | Sep 2013–Jan 2017 | Diplomacy, multilateral governance |
| U.S. Department of State (DRL Bureau) | Deputy Assistant Secretary | 2009–2013 | Human rights and policy leadership |
| Georgetown University (McDonough School) | Assistant Professor (Strategy, Economics, Ethics & Public Policy) | 2008–2009 | Ethics and policy expertise |
| Harvard University (Safra Center for Ethics) | Faculty Fellow | N/A | Ethics and governance |
| Boston Consulting Group | Project Leader | 2004–2007 | Strategy and operational advisory |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Carnegie Endowment for International Peace | Senior Vice President | No | Non-profit policy institution |
No current public company directorships disclosed for Baer .
Board Governance
- Independence: Board affirmatively determined Baer is independent under NYSE standards .
- Committees (2025 record date): Chair, Privacy & Trust Committee; not listed on Audit, Compensation, or Nominating & Corporate Governance .
- Committee mandate: Privacy & Trust oversees data privacy, user trust/safety, LGBTQ legal rights/public policy risks; Baer serves as chair .
- Board and committee activity: Board held 6 meetings in 2024; Audit 4, Compensation 4, Nominating 1, Privacy & Trust 2 .
- Attendance: In 2023, each director attended at least 75% of board and applicable committee meetings (company-wide disclosure) .
Fixed Compensation
- Director compensation policy updated June 3, 2025 (Second Restated Director Compensation Policy) increasing cash retainers and annual RSU grants .
| Component | Policy Amount (Effective Jun 3, 2025) | Prior Policy Amount | Notes |
|---|---|---|---|
| Annual cash retainer (board) | $40,000 | $20,000 | Paid quarterly in arrears |
| Privacy & Trust Committee Chair – cash | $2,000 | $5,000 | Adjusted; other committee member $1,000 |
| Annual RSU (board) | $140,000 | $80,000 | Shares = dollar value / 20-day avg price; quarterly vesting |
| Privacy & Trust Committee Chair – RSU | $8,000 | $20,000 | Quarterly vesting; full vest before next AGM or upon CoC |
| Daniel Baer – Actual Director Pay | 2023 | 2024 |
|---|---|---|
| Cash fees | $23,740 | $50,000 (incl. $25,000 special committee fee) |
| Stock awards (RSUs, grant-date FV) | $101,932 | $101,394 |
| Total | $125,672 | $151,394 |
- Supplemental RSUs: On Nov 29, 2023, Baer received 290 fully vested RSUs for service as Privacy & Trust Chair (Apr 29–Jun 21, 2023) .
- Special committee fee: $25,000 cash for warrant redemption special committee service (approved Oct 24, 2024) .
Performance Compensation
- Non-employee director equity awards are time-based RSUs with quarterly vesting; full vesting occurs immediately prior to the next annual meeting or upon change-in-control, subject to continuous service .
- No performance-metric-based director compensation disclosed (director RSUs are not tied to revenue/EBITDA/TSR metrics) .
| Director Equity Mechanics | Term | Vesting | Change-in-Control |
|---|---|---|---|
| Annual RSU (board/committee) | Annual grant at AGM | 25% each 3 months | Full vest immediately prior to CoC |
Other Directorships & Interlocks
- Public company boards: None disclosed for Baer .
- Interlocks: No compensation committee interlocks involving Baer disclosed; committee interlocks section shows no officers on other boards with cross-appointments .
- External non-profit/academic roles: Carnegie SVP; prior academic posts at Georgetown and Harvard Safra Center (not directorships) .
Expertise & Qualifications
- Governance and policy specialist with senior diplomatic experience (OSCE Ambassador; Deputy Assistant Secretary of State) .
- Academic expertise in strategy, economics, ethics, and public policy; Faculty Fellow at Harvard Safra Center .
- Aligns strongly with chair role overseeing privacy, data use, LGBTQ legal rights, and user safety—material areas of risk for GRND .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Daniel Brooks Baer | 25,121 | <1% | Includes 2,617 shares issuable under RSUs vesting on/before Aug 3, 2025 |
- Hedging/pledging policy: Company discourages hedging and requires pre-clearance; pledging/margin use prohibited without pre-clearance; applies to directors .
- No pledging disclosed for Baer; significant pledges exist by other directors (Zage/Lu) posing systemic ownership/volatility risk at the board level, not attributed to Baer .
Say-on-Pay & Shareholder Feedback
| Election Year | Votes For (Baer) | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| 2023 AGM (June 21, 2023) | 154,295,457 | 3,686 | 6,232,385 |
Signal: Extremely high support in 2023 director election indicates strong investor confidence in Baer’s board role at that time .
Governance Assessment
- Independence & fit: Independent director with portfolio of public policy, ethics, and privacy experience; strong alignment with chairing Privacy & Trust Committee—positive for board effectiveness on key risk domains (data privacy, user safety, LGBTQ policy) .
- Engagement: Company reports robust meeting cadence in 2024 and that all directors met ≥75% attendance in 2023; Baer also undertook special committee work for warrant redemption—indicative of engagement in complex capital markets issues .
- Compensation alignment: Director pay primarily fixed cash + time-based RSUs; 2025 policy increases board RSU value, which can strengthen long-term alignment but reduces performance linkage (no director performance metrics)—neutral governance signal .
- Ownership: De minimis personal ownership (<1%); absence of pledging by Baer is positive. Board-level risk from other directors’ large pledged stakes could create volatility or control shifts; monitoring advisable though not linked to Baer’s conduct .
- Compliance notes: Company disclosed inadvertent late Form 4 filings, including for Baer’s annual RSU award—minor process lapse; not indicative of substantive governance failure but worth tracking for timeliness improvements. RED FLAG: Late Section 16(a) filings (administrative) .
- Overall: Baer’s expertise and committee leadership strengthen oversight in mission-critical areas for GRND (privacy/trust/LGBTQ policy). Lack of personal conflicts or related-party exposure and strong historical vote support bolster investor confidence .
Related-Party Transactions and Conflicts
- No related-party transactions involving Baer disclosed in the proxy’s “Certain Relationships” section .
- Audit Committee policy governs review/approval of related-person transactions; independence affirmed for Baer .
Director Compensation Structure Analysis
| Year | Policy Change | Cash vs Equity Mix | Implications |
|---|---|---|---|
| 2024 policy (in effect through Jun 2, 2025) | Board cash $20k; board RSU $80k; privacy chair RSU $20k; audit chair cash $9k; audit member cash $4k; quarterly vest | Equity outweighed cash under prior policy | Standard structure; minimal at-risk/performance linkage for directors |
| 2025 Second Restated policy (effective Jun 3, 2025) | Board cash $40k; board RSU $140k; privacy chair cash $2k; privacy chair RSU $8k; added member fees; quarterly vest | Larger equity grants increase ownership alignment; modest cash increase | Strengthens stock-based alignment; no performance metrics added for directors |
Supplemental pro-rated RSUs granted June 3, 2025 to continuing directors to bridge prior vs new policy values; full vest July 19, 2025 (Baer eligible as a continuing director) .
Potential Risk Indicators
- Legal/compliance: Company-wide hedging/pledging restrictions in place; no Baer-specific hedging/pledging reported .
- Ownership concentration: Large pledged blocks by other directors (Zage: 43.8%, Lu: 13.6%) could affect control/volatility if foreclosed—board-level governance risk. RED FLAG: Board-level pledging exposure (systemic, not Baer-specific) .
- Process: Inadvertent late Form 4 filings, including Baer’s annual equity award. RED FLAG: Administrative timeliness (minor) .
Equity Ownership Details (Breakdown)
| Category | Shares/Units | Notes |
|---|---|---|
| Common shares held | 22,504 | Derived as total minus RSUs vesting ≤60 days; total shown 25,121 incl. near-term RSUs |
| RSUs vesting ≤60 days | 2,617 | Included in beneficial ownership for % calc |
| Ownership % | <1% | As reported in beneficial ownership table |
No disclosed shares pledged by Baer; no options reported for Baer (director awards were RSUs) .
Summary Signals for Investors
- Strengths: Independence; chairing of Privacy & Trust aligned with core risk areas; high prior shareholder support; no related-party transactions .
- Watch items: Administrative late filings; board-level pledging by other directors could introduce volatility/control dynamics—monitor outcomes of financing arrangements and any changes in pledged positions .