Cynthia Paul
About Cynthia Paul
Cynthia Paul, CFA, is a Class II independent director of ON24 (ONTF), appointed in March 2023 in connection with a cooperation agreement with Indaba Capital Management; her current term runs to the 2026 annual meeting. She is 53 years old, serves as Chief Investment Officer and CEO of Lynrock Lake LP (founded 2018), and holds Princeton University degrees in Statistics & Operations Research with certificates in Public and International Affairs and Engineering Management Systems . The Board has determined she is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Soros Fund Management LLC | Portfolio Manager; various roles | 2000–2017 | Managed portfolios across credit, convertibles, and equities |
| DSP Group, Inc. (public semiconductor) | Director | Apr 2018–Dec 2021 | Chair of Nominating & Corporate Governance; member of Audit and Compensation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lynrock Lake LP | Chief Investment Officer and Chief Executive Officer | Jan 2018–present | Founder; investment management firm |
| Allot Ltd. (NASDAQ: ALLT) | Director | Dec 2022–present | Network intelligence and security-as-a-service solutions |
Board Governance
- Independence: Board determined Ms. Paul (and all directors except CEO Sharat Sharan) are independent under NYSE/SEC standards .
- Committee assignments: None; she is not listed as a member of Audit, Compensation, or Nominating & Corporate Governance .
- Attendance: Board met six times in 2024; all incumbent directors attended at least 75% of board and applicable committee meetings; seven directors attended the 2024 annual meeting .
- Lead Independent Director: Anil Arora; non-management directors meet regularly in executive session .
Fixed Compensation
| Component | Amount (2024) | Notes |
|---|---|---|
| Cash fees | $50,000 | Annual board service retainer per policy |
| Stock awards (grant-date fair value) | $176,658 | Annual RSU grant aligned with policy; ASC 718 valuation |
| Total | $226,658 | — |
| Mix (Cash %) | 22.1% | Derived from $50,000 / $226,658 |
| Mix (Equity %) | 77.9% | Derived from $176,658 / $226,658 |
Policy fees applicable to directors:
- Annual Board Service Retainer: $50,000; Audit Committee Member $10,000 / Chair $25,000; Compensation Committee Member $6,000 / Chair $15,000; Nominating & Governance Member $3,750 / Chair $10,000; Lead Independent Director $40,000 .
Performance Compensation
| Equity Vehicle | Value/Grant | Vesting | Performance Metrics |
|---|---|---|---|
| Initial RSU (new director) | $450,000 value at grant | 1/3 vest annually over 3 years, service-based | None disclosed for directors (time-based RSUs) |
| Annual RSU (each annual meeting) | $175,000 value at grant | Vests at next annual meeting or first anniversary, subject to service | None disclosed for directors (time-based RSUs) |
- Change-in-control: Non-employee director equity accelerates and becomes fully vested immediately prior to a change in control under the 2021 Plan .
- Ms. Paul had 68,528 RSUs outstanding as of December 31, 2024 .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Exposure |
|---|---|---|
| Lynrock Lake LP | CIO/CEO; Lynrock is a 17.5% shareholder in ON24 | Significant beneficial owner on ON24’s board (alignment and potential conflict) |
| Allot Ltd. | Public company director | No disclosed related-party transactions with ON24 |
- Indaba Capital (10.1% holder) involvement: Ms. Paul and Ronald Mitchell were appointed in March 2023 under a cooperation agreement with Indaba; Board agreed in March 2025 to maintain Mr. Mitchell’s nomination and committee role to avoid a proxy contest through mid-August 2025 or Q2 earnings release .
Expertise & Qualifications
- CFA charterholder; extensive financial and public company governance experience .
- Portfolio management and multi-asset investing background; committee leadership at DSP Group (nominating chair; audit and compensation member) .
- Princeton University education (Statistics & Operations Research; certificates in SPIA and Engineering Management Systems) .
Equity Ownership
| Holder | Shares | % of Outstanding | Nature |
|---|---|---|---|
| Lynrock Lake Master Fund LP | 7,329,759 | 17.5% | Fund position; Ms. Paul is CIO of investment manager and sole member of the GP; may be deemed beneficial owner |
| Cynthia Paul (direct) | 40,712 | <1% | Shares held directly |
| Cynthia Paul (RSUs vesting within 60 days of 2/28/2025) | 19,165 | <1% | RSUs scheduled to settle |
| Cynthia Paul total beneficial (incl. Lynrock Fund) | 7,389,636 | 17.6% | Aggregated beneficial ownership |
Insider trading and ownership updates:
| Date | Filing | Transaction | Price/Range | Reporting Persons |
|---|---|---|---|---|
| 2025-05-20 | Form 4 | Open-market purchases | $5.26–$5.50 weighted average ranges | Lynrock Lake LP; Cynthia Paul (Director and 10% Owner) |
| 2025-05-23 | Form 4 | Open-market purchases | $5.37–$5.50 weighted average ranges | Lynrock Lake LP; Cynthia Paul |
| 2025-06-11 | Form 4 | Open-market purchases | $5.30–$5.50 weighted average ranges | Lynrock Lake LP; Cynthia Paul |
Policy constraints relevant to alignment:
- Insider trading policy prohibits short sales, pledging, hedging, and monetization transactions; preclearance and blackout windows apply .
Governance Assessment
- Alignment: Very high “skin-in-the-game” via Lynrock’s 17.5% stake and Ms. Paul’s aggregated beneficial ownership of 17.6%; director equity paid mostly in RSUs (~78% of 2024 comp) supports long-term alignment .
- Independence: Board deems Ms. Paul independent under NYSE/SEC rules; however, the dual role as Lynrock CIO and significant shareholder presents potential conflict vectors on capital allocation, M&A, or strategic decisions that could benefit a large holder differently than minority holders .
- Influence and oversight: No committee assignments reduce direct oversight footprint (Audit/Compensation/Nominating), limiting near-term governance influence despite large ownership .
- Attendance and engagement: Board-level attendance thresholds met (≥75% for all incumbents in 2024), which supports baseline engagement; no individualized attendance disclosed .
- Change-of-control terms: Automatic full acceleration for non-employee directors on change of control under the 2021 Plan is standard but may incentivize sale outcomes; investors should monitor for transaction-driven dynamics given major shareholder presence .
- Related-party exposure: No related-party transactions disclosed involving Ms. Paul; ON24’s disclosed related-party engagement pertains to an IT vendor connected to another executive’s relative .
- Shareholder dynamics: Board composition and appointments influenced by large holders (Indaba cooperation; Lynrock representation via Ms. Paul). This can improve accountability but also create perception of activist pressure; recent arrangement to avoid proxy fight underscores sensitivity to governance stability .
Board Governance Details
| Attribute | Status | Evidence |
|---|---|---|
| Independence | Independent director | Determination by Board; all except CEO independent |
| Committees | None | Committee roster shows no assignments for Ms. Paul |
| Attendance | ≥75% (board-level for all incumbents) | 2024 attendance disclosure |
| Executive Sessions | Regular; led by Lead Independent Director | Governance section |
Director Compensation Structure (Policy Reference)
| Element | Value | Vesting/Terms |
|---|---|---|
| Initial RSU | $450,000 value | Vests 1/3 annually over 3 years; service condition |
| Annual RSU | $175,000 value | Vests at next annual meeting or 1-year anniversary; service condition |
| Cash retainer | $50,000 | Annual board service retainer |
| Committee fees | See schedule | Audit member $10k/chair $25k; Comp member $6k/chair $15k; N&G member $3.75k/chair $10k; Lead Independent $40k |
| Change-of-control | Full acceleration for non-employee directors | 2021 Plan change-in-control provisions |
RED FLAGS
- Potential conflicts: Significant ownership and fund leadership while on the Board can create perceived conflict on strategic decisions; monitor disclosures and recusal practices .
- Activist-related dynamics: Appointments tied to cooperation agreements and arrangements to avoid proxy contests signal governance sensitivity; monitor stability and committee composition changes .
- Change-of-control acceleration: Full vesting for directors at change-of-control can bias toward transactional outcomes; weigh alongside shareholder value considerations .
No director-specific performance pay metrics, severance, tax gross-ups, or perquisites are disclosed for Ms. Paul; director equity is time-based RSUs per policy **[1110611_0001110611-25-000012_ontf-20250429.htm:17]** **[1110611_0001110611-25-000012_ontf-20250429.htm:18]**.