Dana Evan
About Dana Evan
Dana L. Evan (age 65) is an independent director of Nextdoor Holdings (KIND) since October 2023. She is a former CFO of VeriSign (1996–2007), an inactive CPA, and holds a B.S. in Commerce (Accounting & Finance) from Santa Clara University; she was recognized as NACD Director of the Year (2019) . She currently chairs KIND’s Audit and Risk Committee and serves on the Compensation and People Development Committee; the Board affirms her independence under NYSE/SEC rules and identifies her as an audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VeriSign, Inc. | Chief Financial Officer | 1996–2007 | Public company CFO experience; financial leadership |
| Icon Ventures | Venture Partner | 2013–Jul 2020 | Venture capital/operator perspective |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Box, Inc. | Independent Director | Current | Public company board service |
| Motive | Independent Director | Current | Private/company board service (as disclosed) |
| Pendo | Independent Director | Current | Private/company board service (as disclosed) |
| Prior boards | Director | Prior | Criteo; Everyday Health; Farfetch; Fusion-IO; Momentive Global; Omniture; Proofpoint; Domo; MySQL |
Board Governance
- Independence: The Board determined Evan is independent; all three standing committees comprise independent directors .
- Committee assignments: Chair, Audit & Risk Committee; Member, Compensation & People Development Committee (CPDC). She is the Board-designated Audit Committee Financial Expert .
- Committee scope highlights:
- Audit & Risk: external auditor oversight, internal controls, related-party review, and enterprise risk including cybersecurity/data privacy .
- CPDC: exec and director pay design/oversight, human capital and succession elements .
- Attendance: In 2024, each director met ≥75% meeting attendance except for three named directors; Evan was not among exceptions, indicating compliance with attendance expectations .
- Lead Independent Director context: KIND combines Chair/CEO; a Lead Independent Director runs executive sessions and independent oversight; role currently held by Elisa Steele (since March 2025) .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual Cash Retainer (2025 program) | $40,000 | Increased from $35,000; paid quarterly, pro rata for partial service |
| Committee Chair Fees | Audit: $27,500; Compensation: $27,500; Nominating: $10,000 | Paid quarterly; increased from prior amounts |
| Committee Member Fees | Audit: $10,000; Compensation: $10,000; Nominating: $4,000 | New in 2025 program per committee |
| Lead Independent Director Fee | $15,000 | Paid quarterly, pro rata |
| 2024 Cash Earned by Evan | $67,569 | Reflects retainer and committee service as actually paid in 2024 |
Performance Compensation
| Equity Element | Grant detail (Evan) | Fair Value | Vesting / Terms |
|---|---|---|---|
| 2024 RSU (Annual Award) | 46,033 RSUs | $132,115 | Vests at earlier of next annual meeting or 1 year from Jun 18, 2024, subject to service; accelerates upon a Corporate Transaction under the 2021 EIP |
| Outstanding Stock Options (as of 12/31/24) | 294,389 options outstanding; 122,663 unvested | N/A | 2023 option vests 1/24 monthly starting Nov 17, 2023; director option program otherwise issued monthly in 2023–2024 to others, with listed fair values by month |
| Director Equity Program (2025) | Initial: $350,000 RSUs; Annual: $175,000 RSUs | Program values | RSUs vest annually as specified; 2025 program shifted director equity from options to RSUs |
No performance metrics apply to non-employee director compensation; equity is time-based to align with shareholders and drive retention .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Public company boards | Box (current) |
| Private/other boards | Motive; Pendo (current) |
| Compensation Committee Interlocks | In 2024, CPDC included Evan, Mayer, Pressman, Sze; no interlocks with other issuer boards by KIND executives (standard SEC disclosure) |
Expertise & Qualifications
- Financial expert and governance: Identified Audit Committee Financial Expert; inactive CPA; deep CFO background; NACD Director of the Year (2019) .
- Sector experience: Enterprise software/internet from VeriSign; venture capital/operator governance at Icon Ventures; multiple public board tenures .
- Risk oversight: As Audit Chair, oversees audit quality, internal control, enterprise risk including cybersecurity/data privacy .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Combined Voting Power | Notes |
|---|---|---|---|---|
| Dana Evan (beneficial) | 233,057 (0.10%) | — | 0.01% | Includes 208,525 vested A options; 24,532 A options exercisable within 60 days; separate from 46,033 outstanding RSUs at 12/31/24 |
Additional alignment policies:
- Stock Ownership Guidelines: Non-employee directors expected to hold 3x annual board retainer; compliance by the later of 5 years from coverage/promotion or by Jan 1, 2030; 100% net-after-tax retention until compliant .
- Anti-hedging/pledging: Hedging prohibited; pledging allowed only with CLO approval .
Governance Assessment
-
Strengths
- Independent Audit Chair with audit committee financial expert designation and CPA background; robust risk and cybersecurity oversight remit .
- Strong engagement: met attendance threshold; independent-only executive sessions maintained via Lead Independent Director structure .
- Alignment: Director ownership guidelines; prohibition on hedging; shift to RSU grants for directors enhances retention/alignment vs. options .
- Conflicts: No related-party transactions above $120k disclosed for directors/executives in the period; Audit Committee reviews any such transactions per policy .
-
Watch items
- Dual-class structure concentrates voting power among legacy holders; elevates importance of independent committee oversight (broader KIND capital structure context) .
- Committee workload: As Audit Chair, Evan’s remit spans auditor oversight, internal controls, and broad enterprise risks, necessitating ongoing competence in fast-evolving areas like cybersecurity/privacy .
Director Compensation (Actuals 2024)
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| Dana Evan | 67,569 | — | 132,115 | 199,684 |
Insider Trading and Section 16 Compliance
- Section 16(a) reporting: The company disclosed late Form 4s for certain directors/executives in 2024; Evan was not listed among delinquent filers .
Related Policies and Protections
- Compensation Recovery (Clawback) Policy adopted per NYSE/Rule 10D-1; primarily covers executives’ incentive comp tied to financial reporting; signals broader governance rigor .
- No related party transactions >$120,000 during the period reported; formal review policy in place through Audit & Risk Committee .
- Say-on-pay context: 2024 annual meeting saw ~99% support for 2023 say-on-pay, indicating strong investor sentiment on compensation governance under Board oversight (contextual to Board governance quality) .
Overall, Evan’s profile—independent status, Audit Chair role, financial expertise, and adherence to ownership/hedging policies—supports board effectiveness and investor confidence, with limited conflict indicators disclosed .