Nathan Lane
LIVEPERSONAbout Nathan “Tripp” Lane
Nathan “Tripp” Lane was appointed as a Class II independent director of LivePerson’s Board effective November 7, 2025, with a term expiring at the Company’s 2026 Annual Meeting of Stockholders . Lane is the founder of Delancey Cove LLC and brings board, operator, and investment advisory experience across technology and software; he holds an MBA from Wharton (University of Pennsylvania), an MA in International Relations from SAIS (Johns Hopkins), and a BA from Colgate University . He will receive standard annual director fees and benefits, plus an initial equity grant under the Amended and Restated 2019 Stock Incentive Plan; the Company intends to enter into its standard indemnification agreement with him .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Delancey Cove LLC | Founder; advisor on strategy, operations, business transformation | Current | Advises investors and corporations on strategic and operational transformations |
| BlueMountain Capital Management, LLC | Investment professional | 2015–2017 | Focus on investments, analytical rigor and capital markets exposure |
| Apax Partners, L.P. | Principal (consumer, retail, media) | 2006–2015 | Private equity investing and portfolio governance in relevant sectors |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| Card Factory PLC | Non-executive director | Public | 2020–2024 | U.K. listed retailer |
| National CineMedia | Director | Public | 2024–2025 | U.S. in-theatre media |
| Benchmark Holdings PLC | Director | Public | 2024–2025 | U.K. aquaculture tech |
| Mavenir Systems | Board member | Private | Recent | Global telecom software |
| Mobileum | Board member | Private | Recent | Telecom software |
| RetailNext | Board member | Private | Recent | Retail analytics software |
| Turvo | Board member | Private | Recent | Logistics software |
Board Governance
- Appointment and term: Appointed November 7, 2025 as a Class II director; term expires at 2026 Annual Meeting .
- Committee assignments: To be subsequently disclosed (none specified at appointment) .
- Board independence framework: As of May 2025, all directors except the CEO are independent; Board committees are entirely independent . Note: Lane’s independence is not explicitly stated yet in filings; however he is a non-employee director .
- Attendance norms: In FY2024 the Board held four regular meetings and 21 interim meetings; each director met at least 75% attendance at Board and committee meetings; independent directors meet in executive sessions regularly .
- NCGC responsibilities and FY2024 composition: Oversees director nominations, governance, ESG oversight; members in FY2024 were Miller (Chair), Layfield, Pegueros, Wesemann .
- Indemnification: Company intends to enter its standard director indemnification agreement with Lane .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $35,000 | Standard schedule; paid quarterly; FY2024 framework |
| Chair of the Board retainer | $50,000 | Applies to Board Chair (James Miller in 2025) |
| Committee member fees – Audit | $10,000 | Paid quarterly; prorated for partial quarters |
| Committee member fees – Compensation | $7,500 | Paid quarterly; prorated |
| Committee member fees – NCGC | $5,000 | Paid quarterly; prorated |
| Committee chair fees – Audit | $20,000 | Paid quarterly; prorated |
| Committee chair fees – Compensation | $15,000 | Paid quarterly; prorated |
| Committee chair fees – NCGC | $10,000 | Paid quarterly; prorated |
| Annual equity grant (RSUs) | $200,000 | New directors receive initial grant equal to annual equity retainer; may be prorated |
| Initial grant to Lane | Not quantified | Will receive initial equity grant under 2019 Plan |
For FY2024, non-employee directors’ annual equity was delivered as RSUs with one-year cliff vesting; to mitigate dilution, share conversion used a minimum price (above market), resulting in grant-date values below the nominal $200,000 policy value .
Performance Compensation
| Category | Structure | Metrics |
|---|---|---|
| Director equity awards | Service-based RSUs with one-year cliff vest | No performance metrics disclosed for non-employee director awards |
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict |
|---|---|---|
| Card Factory PLC; National CineMedia; Benchmark Holdings PLC | Public company boards | No LivePerson-related related-party transactions disclosed under Item 404(a) for Lane |
| Mavenir; Mobileum; RetailNext; Turvo | Private company boards | No LivePerson-related related-party transactions disclosed; monitor for ecosystem overlaps |
Expertise & Qualifications
- Strategy and operations: Extensive experience guiding technology companies on strategy, operational effectiveness, and business transformation .
- Investment and governance: Private equity and hedge fund background (Apax, BlueMountain) with board oversight across public and private companies .
- Education: MBA (Wharton), MA (SAIS Johns Hopkins), BA (Colgate) .
Equity Ownership
- Stock ownership guidelines: Non-employee directors must hold 5x the annual cash retainer; compliance measured by 2027 given policy adoption in April 2022; unvested RSUs/PRs and unexercised options do not count toward compliance .
- Lane’s beneficial ownership: Not disclosed at appointment; he will receive an initial equity grant under the 2019 Plan .
- Clawback policy: Company maintains omnibus clawback for “covered executives” tied to accounting restatements; directors are subject to stock ownership guidelines but clawback policy applies to executives/NEOs (not director equity) .
Governance Assessment
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Signals supporting investor confidence:
- Appointment adds an experienced operator-investor with software sector breadth and prior public board experience, aligning with Board’s stated focus on oversight of strategy and performance .
- Standard director compensation program with independent benchmarking via Compensia; RSU design shifts to mitigate dilution reflect sensitivity to shareholder equity .
- No Item 404(a) related-party transactions disclosed for Lane; standard indemnification agreement .
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Watch items and potential conflicts:
- Nomination pursuant to the August 11, 2025 Exchange Agreement with former holders of 0% Senior Convertible Notes due 2026 (noteholders) may indicate creditor-influenced board refresh; monitor committee placement and independence in context of capital structure priorities (RED FLAG: potential influence channel) .
- Committee assignments for Lane not yet disclosed; monitor FY2025–FY2026 committee participation and attendance for engagement and effectiveness .
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Board oversight context:
- Committees composed entirely of independent directors; robust governance practices include executive sessions, ownership guidelines (including prohibition on new pledging), annual evaluations, and ESG oversight within NCGC .
Overall, Lane’s addition strengthens board capabilities in transformation and software operations, but investors should track his committee appointments and any future disclosures linking the Exchange Agreement to governance actions to ensure alignment with long-term equity holders .