Vanessa Pegueros
LIVEPERSONAbout Vanessa Pegueros
Independent Class I director at LivePerson (LPSN) since December 2022; age 60. She brings over three decades of software, technology, and cybersecurity leadership, including CISO roles, and holds an MBA (Stanford GSB), MS in Telecommunications (University of Colorado Boulder), and BS in Mechanical Engineering (UC Berkeley). Certifications include NACD Directorship Certified, Digital Directors Network Qualified Technology Expert, and GSEC, CRISC, CISM, CISSP, CIPP/E, underscoring deep governance and cyber expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OneLogin, Inc. | Chief Trust & Security Officer | 2019–2022 | Led security and trust functions at identity platform |
| DocuSign, Inc. | VP & Chief Information Security Officer | 2013–2019 | Enterprise security leadership at e-signature leader |
| U.S. Bancorp | Senior Vice President, Information Security | Not disclosed | Financial services security leadership |
| Expedia Group, Inc. | Chief Information Security Officer | Not disclosed | Consumer internet and travel security leadership |
| Washington Mutual, Inc. | First Vice President, Security Assessment Services | Not disclosed | Financial institution risk/security assessment |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Boeing Employees Credit Union (BECU) | Director | Current | Nominating & Governance; Audit |
| Prisidio Inc. | Director | Current | Board member at secure digital vault platform |
| Carbon Black, Inc. (public; acquired by VMware) | Director | Prior to Oct 2019 | Public board experience until acquisition in Oct 2019 |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Independence: Board determined Ms. Pegueros is “independent” under Nasdaq and SEC rules .
- Attendance: In FY2024, each director met at least 75% attendance at Board and applicable committee meetings (Board held 4 regular and 21 interim meetings) .
- Years of service: Director since December 2022; nominated for re‑election to serve through 2028 .
- Board leadership: Independent Chair of the Board is Jim Miller; independent directors meet regularly in executive sessions .
Fixed Compensation (Director)
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 57,255 | Cash retainers including committee service |
| Stock Awards (RSUs) | 68,000 | Grant date fair value under ASC 718 |
| Total | 125,255 | Sum of cash and equity grant |
| RSUs Outstanding (as of 12/31/2024) | 80,000 | Unvested director RSUs |
Director fee schedule (for context):
- Annual cash retainer $35,000; Chair of the Board $50,000; Committee member fees: Audit $10,000, Compensation $7,500, NCGC $5,000; Committee chair fees: Audit $20,000, Compensation $15,000, NCGC $10,000 .
Design choices reducing dilution:
- 2024 director RSU grants used a pre‑established minimum share conversion price above the market to limit dilution, resulting in grant date values below the $200,000 annual equity guideline .
Performance Compensation (Committee Oversight)
As Compensation Committee Chair, Pegueros oversaw FY2024 NEO annual incentive design and outcomes:
| Metric | Weight | Threshold / Target / Max ($mm) | Actual ($mm) | Payout |
|---|---|---|---|---|
| B2B Recurring Monthly Revenue | 30% | 296 / 307 / 320 | 289 | 0% |
| B2B New ARR (net of churn) | 30% | (31) / (23) / 8 | (55) | 0% |
| B2B Free Cash Flow (Adjusted EBITDA – capex) | 40% | (6) / 2 / 10 | 3 | 100% |
Resulting payouts to NEOs were 30% of target (cash): CEO $165,000; COO/CFO $97,125; EVP, General Counsel $67,500, reflecting strict pay-for-performance alignment .
Additional governance:
- Independent compensation consultant (Compensia) engaged; Committee conducted conflict-of-interest assessment and found none .
- Clawback policy compliant with Rule 10D‑1; recoupment of erroneously awarded incentive comp tied to financial reporting measures .
Other Directorships & Interlocks
- No related‑party transactions disclosed for directors since the start of FY2024; Audit Committee pre‑approves any related-party transactions and oversees conflicts per charter .
- Company had a Cooperation Agreement with Vector Capital regarding board refreshment and voting, but Pegueros is not identified as a party; agreement includes standstill and voting commitments through December 31, 2025 .
Expertise & Qualifications
- Skills matrix highlights: C‑suite leadership; corporate strategy; product/technology/SaaS; AI/Generative AI; cybersecurity; M&A/strategic transactions—strong fit for LPSN’s AI-driven customer conversation platform .
- Professional credentials: NACD Directorship Certified; Digital Directors Network Qualified Technology Expert; GSEC, CRISC, CISM, CISSP, CIPP/E .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial Ownership (Common Shares) | 59,993 | Less than 1% of outstanding as of May 1, 2025; includes any options/RSUs vesting within 60 days if applicable |
| RSUs Outstanding (Director) | 80,000 | As of Dec 31, 2024; cliff vest one year from grant |
| Ownership Guidelines | 5x annual cash retainer for non‑employee directors; five‑year compliance window from April 2022 or start date (measured by 2027) | |
| Hedging/Pledging | Prohibited; short sales and derivatives disallowed; no margining or pledging of company stock |
Governance Assessment
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Strengths:
- Independent director with deep cybersecurity and AI qualifications; relevant oversight for data, privacy, and AI risks central to LPSN’s strategy .
- Chairs Compensation Committee; demonstrates pay-for-performance discipline—two of three FY2024 operational metrics did not pay, only FCF paid, delivering 30% of target bonuses .
- Strong governance architecture: independent consultant (Compensia) with no conflicts; clawback policy; anti‑hedging/pledging; stock ownership guidelines .
- Solid shareholder support: 2024 say‑on‑pay approval over 88% .
-
Watch items / potential investor confidence signals:
- Elevated equity plan burn rate (15% in 2024; share pool depletion) and request to increase share reserve—dilution risk Pegueros must balance as Compensation Chair .
- Nasdaq minimum bid price deficiency prompted a reverse split authorization; continued execution and capital structure oversight will be important (Board-wide matter) .
Overall, Pegueros’ independence, attendance, and specialized cyber/AI expertise support board effectiveness, while her compensation oversight evidences alignment with performance amid challenging operating conditions .