Geoffrey Barker
About Geoffrey T. Barker
Geoffrey T. Barker, age 63, is the Independent Chairman of Laird Superfood, Inc. (LSF) and has served on the Board since the company’s IPO in 2020. He chairs Smartsheet, Inc.’s board (director since 2012; Chair since 2016), co-founded RPX Corporation (served as Director, COO, and Co‑CEO from 2008 to July 2016), and has co-founded Vigilos, Inc. and The Cobalt Group. Barker holds a B.A. in Economics from Tufts University and an M.B.A. from Columbia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RPX Corporation | Co‑Founder; Director, COO, Co‑CEO | 2008–July 2016 | Led patent risk management operations; executive leadership |
| Vigilos, Inc. | Co‑Founder | Not disclosed | Enterprise security solutions; entrepreneurial leadership |
| The Cobalt Group | Co‑Founder | Not disclosed | Online marketing services; entrepreneurial leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Smartsheet, Inc. (NYSE: SMAR) | Director; Chair of Board | Director since 2012; Chair since 2016 | Board leadership and governance oversight |
| Various private companies | Director | Not disclosed | Board advisorship across multiple private firms |
Board Governance
- Board structure: Barker serves as Independent Chair; Board believes separation of Chair and CEO enhances independence and oversight .
- Committees (2024): Audit (member); not on Compensation or Nominating & Corporate Governance .
- Independence: Board determined Barker (and other non-employee directors except Vieth and Hamilton) are independent under SEC and NYSE American rules .
- Meetings held (2024): Board 11; Audit 4; Compensation 4; Nominating 3 .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024; all directors attended 2024 annual meeting .
- Executive sessions: Non-employee directors meet in executive session at least twice annually; independent directors also meet at least twice annually .
- Anti-hedging/anti-pledging: Policy prohibits hedging and pledging without pre-approval; audit committee pre-approval required for pledging .
- Clawback: Incentive compensation recovery policy (executive-focused) consistent with SEC/NYSE requirements; prohibits indemnification against recovery .
Fixed Compensation
| Component (Non‑Employee Director Program) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $45,000 | Standard non‑employee director retainer |
| Chair of the Board retainer | $25,000 | Additional retainer for Chair role |
| Audit Committee member fee | $7,000 | Committee member fee; chairs receive 2x applicable amount |
| Per‑meeting fees | $0 | Not paid; expense reimbursement provided |
| Total cash earned (FY2024) | $77,000 | Barker’s actual cash fees in 2024 |
Performance Compensation
| Equity Component | Grant Date/Timing | Grant Value (FY2024) | Instrument | Vesting | Outstanding at 12/31/2024 |
|---|---|---|---|---|---|
| Annual director grant | Typically Q2 (Board timing) | $95,800 | RSUs (directors may elect options/RSUs/50‑50) | RSUs vest after 1 year | 20,000 RSUs; 0 options |
No performance metrics are tied to director equity; awards are time‑based vesting rather than PSU/metric‑based plans .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Smartsheet, Inc. | Director; Chair | No related‑party transactions disclosed between LSF and Smartsheet; Audit Committee reviews related‑party matters . |
Expertise & Qualifications
- Extensive entrepreneurial, operational, and leadership experience; public company board and financing expertise .
- Board skills matrix highlights public company board experience, financing, business development/M&A, accounting/financial expertise, and commercialization/marketing .
- Education: B.A., Tufts University; M.B.A., Columbia University .
Equity Ownership
| Holder | Shares Owned (Outstanding) | Exercisable/Convertible Within 60 Days | Total Beneficial Ownership | % of Class | Notes |
|---|---|---|---|---|---|
| Geoffrey T. Barker | 129,057 | 20,000 | 149,057 | 1.4% | RSUs outstanding 20,000; no options outstanding |
- Policy restricts hedging and pledging without approval; no pledging or hedging by Barker disclosed in proxy; Section 16 forms were timely except one late Form 4 by former GC (not Barker) .
Governance Assessment
- Strengths: Independent Chair with audit committee membership; robust independence determinations; executive sessions; anti‑hedging/anti‑pledging policies; clawback policy; use of independent compensation consultant (FW Cook) by Compensation Committee .
- Alignment: Meaningful equity ownership (1.4% of shares) and annual RSU grants indicate skin‑in‑the‑game; cash/equity mix balanced (FY2024 total $172,800, of which $95,800 equity) .
- Transparency: Board and committee meeting counts disclosed; directors met attendance threshold; audit firm transition overseen by Audit Committee (Moss Adams to KPMG) with no disagreements, supporting oversight quality .
- RED FLAGS: None disclosed specific to Barker (no related‑party transactions, no hedging/pledging disclosures). Monitor time commitments given dual role as Chair at Smartsheet alongside LSF Chair, though no attendance issues reported .