Dan Fletcher

About Dan Fletcher

Dan Fletcher, age 41, is an independent Class III director of LivePerson (LPSN) who joined the Board in November 2024 and serves on the Audit Committee and the Compensation Committee . He brings 17+ years of SaaS finance and operations experience with a specialization in transformation, budgeting/forecasting, cash flow and working capital management, and post-acquisition integration, and currently serves as CFO of Planful, Inc. (private) . He holds both a B.S. and Master’s degree in Accountancy from the University of Missouri, aligning with the Board’s identified financial and SaaS skill needs . The Board has determined Fletcher is “independent” under Nasdaq and SEC rules .

Past Roles

External Roles

Board Governance

• Committee assignments: Member, Audit Committee; Member, Compensation Committee (not Chair in either) .
• Current committee chairs: Audit Committee chaired by K.J. Tjon; Compensation Committee chaired by Vanessa Pegueros (Fletcher serves as member on both) .
• Independence: Board determined Fletcher is independent under Nasdaq and SEC rules .
• Attendance/engagement: In 2024, the Board held 4 regular and 21 interim meetings and each director attended at least 75% of Board and relevant committee meetings during the period they served .
• Executive sessions: Independent directors meet regularly without management; Board and Audit hold executive sessions at each regular meeting .
• Tenure/class/term: Director since Nov 2024; Class III; current term expires in 2027 .
• Skills fit: Board matrix flags Fletcher for financial expertise, technology/SaaS, corporate strategy and M&A .
• Compensation Committee process: Uses independent advisor Compensia; Committee members are independent; six Compensation Committee meetings held in FY2024 .

Fixed Compensation

• Non-employee director fee policy (FY2024 cycle):
  • Annual cash retainer: $35,000; Chair of the Board: $50,000 .
  • Committee member fees: Audit $10,000; Compensation $7,500; NCGC $5,000 (paid quarterly/prorated) .
  • Committee chair fees: Audit $20,000; Compensation $15,000; NCGC $10,000 (paid quarterly/prorated) .

Performance Compensation

• Equity form and vesting: Annual director equity delivered as RSUs that “cliff” vest on the one-year anniversary of grant .
• 2024 share conversion methodology: To mitigate dilution amid stock price pressure, a minimum share conversion price above the grant-date close reduced the grant-date value below the $200,000 policy target for director awards .

Other Directorships & Interlocks

• Public company boards: None .
• Cooperation agreement with Vector Capital (significant stockholder): Vector recommended Fletcher; Company agreed to governance refresh steps including adding one mutually agreed independent director and changing the Chair; in exchange, Vector agreed to voting commitments and a customary standstill through Dec 31, 2025 .
• Related-party governance: Audit Committee must review and pre-approve related party transactions under company policy .

Expertise & Qualifications

• Financial/SaaS operator: CFO experience across multiple software businesses; expertise in profitability improvement, forecasting, operating strategy, cash flow/working capital, and post-acquisition integration .
• Board skills matrix: Financial expertise; Technology/SaaS; Corporate strategy; M&A .
• Education: B.S. and Master’s in Accountancy, University of Missouri .

Equity Ownership

Governance Assessment

• Board effectiveness: Fletcher adds CFO-level financial rigor and SaaS operating expertise aligned with LivePerson’s transformation needs; he serves on both Audit and Compensation, bringing financial and incentive-structure oversight to two key committees .
• Independence and attendance signals: The Board affirmed Fletcher’s independence, and directors collectively met the 75%+ attendance threshold in 2024, supporting baseline engagement and oversight standards .
• Compensation alignment: Director equity is delivered as time-based RSUs with a one-year cliff, and a dilution-mitigating conversion methodology reduced grant-date value relative to the $200,000 policy—an investor-friendly signal on dilution control; Fletcher’s 2024 mix skewed toward equity (≈93% of total) due to his late-2024 appointment .
• Ownership alignment: As of the 2025 record date, Fletcher reported no beneficially owned common shares while holding 80,000 unvested RSUs; ownership guidelines require 5x annual cash retainer by 2027, but only vested equity counts—he may need to retain vesting shares to reach compliance over time .
• Potential conflicts and mitigants: Fletcher previously served as an Operating Principal at Vector Capital, which entered a Cooperation Agreement that nominated him; while this creates a perceived alignment with a significant stockholder, mitigants include a Board independence determination, an Audit Committee pre-approval policy for related party transactions, and Vector’s standstill and voting commitments through Dec 31, 2025 .
• Process quality: The Compensation Committee is fully independent and uses independent advisor Compensia; the Audit Committee (chaired by Tjon) meets regularly with executive sessions, supporting oversight quality .
• Legal/SEC risk indicators: No material legal proceedings disclosed involving directors/officers; Section 16(a) compliance was timely in 2024 except one late Form 4 by Vector Capital Management, L.P. (not Fletcher) .

Red flags to monitor:

• Vector interlock: Prior Vector affiliation plus Vector’s activism context merits monitoring for related-party dynamics and decision independence, particularly while the Cooperation Agreement remains in effect through 12/31/2025 .
• Low current ownership: Lack of beneficially owned common shares pre‑vesting may constrain immediate “skin in the game,” though unvested RSUs and the 2027 guideline compliance requirement are offsetting factors .