Elisa Steele
About Elisa Steele
Elisa Steele, age 58, is an independent director of Nextdoor Holdings, Inc. (KIND) since July 2024 and was appointed Lead Independent Director in March 2025. She is the former CEO of Jive Software and Namely and has held senior leadership roles at Microsoft, Skype, Yahoo!, and NetApp. Steele holds a B.S. in Business Administration from the University of New Hampshire and an MBA from San Francisco State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Namely, Inc. | CEO | Aug 2018 – Jul 2019 | Later Chair of the Board (Jul 2019 – Sep 2022); Director (Aug 2017 – Sep 2022) |
| Jive Software, Inc. | CEO & President; earlier senior leadership roles | Jan 2014 – Jul 2017 | Led collaboration software company (acquired by Aurea) |
| Microsoft / Skype / Yahoo! / NetApp | Executive leadership roles | Not disclosed | Senior operating and go-to-market leadership experience |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Amplitude, Inc. | Director | Current | Public company |
| Bumble Inc. | Director | Current | Public company |
| JFrog, Inc. | Director | Current | Public company |
| Procore Technologies, Inc. | Director | Current | Public company |
| Splunk Inc. | Director | Prior | Acquired by Cisco |
| Cornerstone OnDemand, Inc. | Director | Prior | Public company (prior) |
| Salesforce, Inc. | Global Advisory Board | Prior | Advisory role |
Board Governance
- Independence: The Board determined Steele is independent under NYSE and SEC rules; nine of ten directors are independent .
- Lead Independent Director: Appointed March 2025 with authority to call and preside over executive sessions, liaise with the Chair/CEO, set agendas with the Chair, give feedback on board materials, and lead in conflict situations .
- Committees (KIND):
- Chair, Nominating, Corporate Governance & Corporate Responsibility Committee (NCGCR) .
- Expected to join the Compensation & People Development Committee (effective immediately after 2025 annual meeting) .
- Attendance: In 2024 post-appointment (July 3 onward), there were three meetings (two Board, one Committee); Steele missed one due to a preexisting conflict (below 75% solely due to scheduling) .
- Executive sessions: As Lead Independent Director, Steele is the presiding director for non‑employee director executive sessions .
- Strategy and risk oversight: Board oversees strategy and risks; Audit & Risk handles financial/cyber/privacy; Compensation handles comp and human capital; NCGCR oversees governance, sustainability .
Fixed Compensation
Program terms for non-employee directors (as amended in 2024):
- Annual cash retainer: $40,000 (from $35,000) .
- Committee chairs: Audit $27,500; Compensation $27,500; NCGCR $10,000 .
- Committee members: Audit $10,000; Compensation $10,000; NCGCR $4,000 .
- Lead Independent Director retainer: $15,000 .
Steele’s 2024 actual director compensation:
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 22,000 |
| Stock Awards (RSUs fair value) | 375,881 |
| Option Awards | — |
| Total | 397,881 |
Notes:
- New non-employee directors receive an initial RSU grant with $350,000 grant-date fair value; annual RSU grants for continuing service carry $175,000 fair value; both vest on time-based schedules; change-in-control accelerates vesting .
Performance Compensation
Director equity is time-based (no performance metrics). Steele’s 2024 grants and vesting:
| Grant | Shares | Grant Value Basis | Vesting |
|---|---|---|---|
| Initial RSU | 121,951 | Part of $350,000 initial value | 50% on 1-year anniversary of Jul 3, 2024; remaining 50% on 2-year anniversary, subject to service |
| Annual RSU | 9,018 | Part of $175,000 annual value | Earlier of next annual meeting or 1 year following Jun 18, 2024, subject to service |
Program vesting mechanics (for reference): Annual awards for directors vest at the earlier of next annual meeting or one year from grant; initial awards vest over two years .
Other Directorships & Interlocks
- Current public boards: Amplitude, Bumble, JFrog, Procore .
- Compensation committee interlocks: Company discloses none for 2024 (no reciprocal executive/director interlocks involving KIND’s executives) .
Expertise & Qualifications
- CEO experience (Jive, Namely); extensive operating leadership in large-cap tech (Microsoft, Skype, Yahoo!, NetApp) .
- Governance leadership: Chair of NCGCR; Lead Independent Director at KIND .
- Broad public board experience across enterprise software, consumer platforms, and SaaS (Amplitude, Bumble, JFrog, Procore) .
Equity Ownership
| Holder | Class A Shares | Class A % | Class B Shares | Class B % | Notes |
|---|---|---|---|---|---|
| Elisa Steele | — | 0.00% | — | 0.00% | As of Mar 31, 2025; RSUs that vest within 60 days would be included, but none appear to meet that window |
| Outstanding RSUs (not counted in beneficial ownership) | 130,969 | — | — | — | Initial and annual director RSUs outstanding at Dec 31, 2024 |
Ownership alignment policies:
- Stock Ownership Guidelines: Non-employee directors must hold stock equal to 3x annual cash retainer (i.e., 3 × $40,000) within the longer of five years from coverage/promotion or by Jan 1, 2030; ongoing retention requirements apply until met .
- Anti‑hedging/pledging: Hedging prohibited; pledging allowed only in limited circumstances with CLO approval (applies to directors) .
Governance Assessment
Key positives
- Independent director; appointed Lead Independent Director with clearly defined responsibilities enhancing board independence and effectiveness .
- Governance leadership as Chair of NCGCR; expected to add service on Compensation Committee post‑meeting, increasing oversight breadth .
- No related‑party transactions >$120,000 disclosed for 2024–present; Audit & Risk reviews any related person transactions per policy .
- Director pay structure balances modest cash with equity; adoption of stock ownership guidelines for directors aligns interests with shareholders .
- Company’s 2024 say‑on‑pay (for 2023 program) received ~99% support, signaling strong investor confidence in compensation governance .
Watch items
- Attendance: Post-appointment in 2024, Steele missed one of three meetings due to a preexisting conflict; while context is provided, investors may continue to monitor attendance in 2025 as Lead Independent Director .
- Multiple current public boards (four) may raise time-commitment considerations for some investors; no KIND-specific overboarding policy disclosed in the proxy .
Appendix: Board & Committee Structure Highlights (for context)
- All board committees (Audit & Risk; Compensation & People Development; NCGCR) composed solely of independent directors .
- Risk oversight distributed by committee focus; cybersecurity oversight sits with Audit & Risk Committee .