Stephen Bailey
About Stephen Bailey
Stephen Bailey (age 45) is an independent director of Ibotta, Inc. (IBTA) since February 2024; he is CEO and Founder of ExecOnline, has prior leadership roles in software/information services, and holds a J.D. from Yale Law School and a B.A. from Emory University . He serves on IBTA’s Audit and Compensation Committees and was previously on the Nominating & Corporate Governance Committee before stepping off in March 2025 . IBTA’s Board has determined Bailey is independent under NYSE rules, and he met the company’s attendance thresholds in 2024 (≥75% of board/committee meetings) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ExecOnline, Inc. | Founder & Chief Executive Officer | 2011–Present | Leads B2B leadership development platform; technology and management expertise |
| Frontier Strategy Group, LLC | Chief Executive Officer & Chief Product Officer | 2006–2011 | Software & information services; operating and product leadership |
| WilmerHale | Associate (VC/PE group) | Prior to 2006 | Legal and regulatory experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Match Group, Inc. | Director | Since June 2020 | Audit Committee member; governance and tech oversight |
Board Governance
- Committee assignments: Audit Committee member (joined March 2025), Compensation Committee member; previously Nominating & Corporate Governance Committee (stepped off March 2025) .
- Financial expertise: IBTA designated Audit Committee financial experts as Doshi and Lehrman; Bailey is not designated a financial expert, but Board Skills Matrix credits him with financial/accounting, risk governance, and cybersecurity/data privacy skills .
- Independence: Board affirmed Bailey as independent under NYSE standards .
- Attendance/engagement: Board held 10 meetings in 2024; each director attended ≥75% of board and committee meetings during service periods .
- Governance context: IBTA is a controlled company by founder Bryan Leach but states it does not rely on the controlled company exemptions and intends full NYSE governance compliance .
Fixed Compensation
| Metric (FY2024) | Amount |
|---|---|
| Fees Paid or Earned in Cash ($) | $36,896 |
| Committee Fee Structure (Policy) | Audit Committee member $10,000/year; Compensation Committee member $7,500/year; annual outside director cash retainer $40,000/year; paid quarterly and prorated by service length |
| Total Cash ($) | $36,896 |
IBTA’s outside director compensation policy effective at IPO includes retainers and committee fees; amounts are paid quarterly and may be prorated for partial-year service, consistent with Bailey’s 2024 cash fees .
Performance Compensation
| Component | Grant Detail | Vesting | Value/Shares |
|---|---|---|---|
| Initial RSU grant at IPO | RSUs equal to $400,000 divided by IPO price; granted immediately following IPO completion (grant-date fair value determined by closing price) | Vests in equal annual installments over 3 years, subject to continued service | Director Stock Awards (aggregate grant-date fair value): $460,863 (FY2024) |
| Annual RSU grant | $200,000 grant value annually if continuous service for 6 months before annual meeting | 100% vests by first anniversary or prior to next annual meeting, subject to continued service | Policy provision; intent to grant similar RSUs to non-employee directors each annual meeting |
| Change-in-control (directors) | Equity awards fully vest; performance-based deemed at 100% target unless otherwise provided | Single-trigger vesting at change in control for non-employee directors’ awards per policy | Policy term |
No director-specific performance metrics (e.g., TSR/EBITDA) apply to director RSUs; awards are time-based under the Outside Director Compensation Policy .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Match Group, Inc. | Public company director; Audit Committee member since June 2020 | No IBTA-disclosed business ties with Match Group; no interlock noted |
Expertise & Qualifications
| Expertise Area | Evidence |
|---|---|
| CEO and Operational Experience | CEO at ExecOnline; prior CEO/CPO at Frontier Strategy Group; Board Skills Matrix marks CEO/Operational |
| Product, AdTech, Marketing/Digital | Board Skills Matrix: Product & AdTech; Marketing & Digital Media |
| Financial/Accounting & Governance/Risk | Board Skills Matrix: Financial & Accounting; Risk Management & Corporate Governance |
| Cybersecurity & Data Privacy | Board Skills Matrix: cybersecurity and data privacy; Audit Committee oversees cyber risk |
| Legal/Regulatory | WilmerHale experience; Board Skills Matrix marks legal/regulatory |
| Education | J.D. Yale Law School; B.A. Emory University |
Equity Ownership
| Metric | Amount/Detail |
|---|---|
| Beneficial ownership (Class A) | 1,515 shares via RSUs expected to vest within 60 days of Mar 15, 2025; <1% ownership |
| Outstanding unvested stock awards (as of 12/31/2024) | 4,545 RSUs unvested |
| Options | None reported |
| Hedging/Pledging | Company policy prohibits short sales, hedging, and pledging; applies to directors |
Insider Trades
| Date | Transaction Type | Shares | Price | Notes |
|---|---|---|---|---|
| — | — | — | — | No Form 4 transactions disclosed in proxy; company reports late filings for certain insiders, but none for Stephen Bailey in FY2024 |
Compensation Committee Analysis
- Composition: Amanda Baldwin (Chair), Stephen Bailey (Member), Thomas D. Lehrman (Member); Sheppard resigned March 14, 2025 on becoming Interim CFO .
- Independence & interlocks: 2024 members (Baldwin, Bailey, Sheppard) were non-employees; no cross-comp committee interlocks disclosed with other companies’ executives .
- Consultant: Compensia retained as independent compensation consultant; no conflicts identified; assisted with peer group and compensation structure for executives and directors .
Related-Party Transactions (Conflict Scan)
- No related-party transactions involving Stephen Bailey disclosed; policy requires Audit Committee review/approval of related-party deals over $120,000 .
- Notable related-party items elsewhere: retention of Wilson Sonsini (Board member Sonsini is founding partner); convertible notes to KDT and certain founder family affiliates; Walmart program and warrant—none involve Bailey .
Governance Assessment
-
Strengths:
- Independence affirmed; active committee roles (Audit and Compensation) support board effectiveness .
- Attendance and engagement thresholds met; board held 10 meetings in 2024 .
- Robust governance policies: insider trading policy with hedging/pledging prohibitions; clawback policy for officers; structured committee charters .
- Controlled company acknowledges status but states it does not rely on governance exemptions, signaling intent for higher governance standards .
-
Alignment/Pay Structure:
- 2024 director pay mostly equity-based (stock awards $460,863; cash fees $36,896), consistent with alignment via RSUs and standard market practice for emerging public tech companies .
- Time-based vesting promotes retention; annual RSU grants reinforce continued service; change-in-control single-trigger for directors is customary but merits monitoring .
-
Potential Risks/Watch Items:
- Controlled company dynamic concentrates voting power with founder; may limit shareholder influence despite governance compliance assertions .
- Director equity acceleration at change-in-control (single-trigger) could be perceived as less performance-oriented for directors; monitor grant sizing relative to policy cap ($750,000 annual limit, $1,000,000 first-year) .
- No disclosed stock ownership guidelines for directors; beneficial holdings for Bailey are modest (<1%), though RSU policy provides ongoing accumulation; monitor long-term ownership build .
Overall, Stephen Bailey presents as an engaged, independent director with relevant technology, governance, and audit exposure, serving on key committees and operating under policies that reduce classic alignment risks (no hedging/pledging). No specific conflicts or related-party exposures were disclosed for Bailey in FY2024 .