Ronald Mitchell
About Ronald Mitchell
Ronald Mitchell, age 54, has served as an independent Class I director of ON24 (ONTF) since March 2023. He is Managing Partner at Low Post Ventures (since Sept 2005) and previously co-founded and led several human capital and SaaS talent platforms, including Humanity Health (CEO, Mar 2021–Nov 2023), Virgil Holdings/Hcareers & Virgil Careers (CEO, Jul 2015–May 2020), and Career Core (CEO, Sep 2007–Dec 2017). He holds an MBA from Harvard Business School and an A.B. from Harvard College. His board nomination for the 2025 annual meeting followed an arrangement with activist shareholder Indaba under which the Company agreed to renominate him and maintain his seat on the Nominating & Corporate Governance Committee, in exchange for Indaba temporarily foregoing a proxy campaign.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Low Post Ventures | Managing Partner | Sep 2005–Present | Provides investment capital and leadership solutions focused on human potential |
| Humanity Health | Co-Founder & CEO | Mar 2021–Nov 2023 | Career acceleration/talent sourcing platform |
| Virgil Holdings (Hcareers, Virgil Careers) | Founder & CEO | Jul 2015–May 2020 | Talent recruitment and career analytics platforms |
| Career Core, Inc. | Founder & CEO | Sep 2007–Dec 2017 | Enterprise SaaS for executive leadership coaching |
| Provender Capital Group, LLC | General Partner | Prior period (not specified) | Growth equity and venture investments |
| Prior experience (selected) | Various roles | — | Morgan Stanley; Mitchell & Titus; McKinsey & Co.; Anschutz Corporation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tabula Rasa HealthCare (public; acquired by Nautic Partners) | Director | Oct 2022–Nov 2023 | Served on Compensation and Strategic Opportunities Committees (2023 proxy disclosures) |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Mitchell is independent under NYSE/SEC rules.
- Committee assignments: Member, Nominating & Corporate Governance Committee (not chair). Audit and Compensation: none.
- Attendance: In 2024 the Board met 6 times; all incumbent directors attended at least 75% of Board and assigned committee meetings; non-management directors meet in regular executive sessions.
- Committee activity (2024): Audit met 4x (Chair: Zwarenstein); Compensation met 5x (Chair: Trempont); Nominating & Corporate Governance met 4x (Chair: Trempont).
- Activism/cooperation: In March 2025, ON24 and Indaba agreed the Board would renominate Mitchell and keep him on N&CG in exchange for Indaba not running a proxy fight until mid‑Aug 2025 or after Q2’25 earnings; similar commitments were made in a Feb 2024 letter agreement extending elements of a 2023 cooperation agreement.
- Board structure: Declassification in process; fully declassified at the 2026 annual meeting.
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer (2024 policy) | $50,000 | Non-employee director retainer |
| N&CG Committee Member Fee | $3,750 | Paid in addition to retainer |
| Audit Committee Member Fee | $10,000 | Not applicable to Mitchell |
| Compensation Committee Member Fee | $6,000 | Not applicable to Mitchell |
| Lead Independent Director | $40,000 | Not applicable to Mitchell |
| 2024 Actual Cash Fees — Ronald Mitchell | $53,750 | Reflects retainer + N&CG membership |
Performance Compensation (Director Equity)
| Grant Type | Grant/Transaction Date | Shares/Units | Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual RSU (policy) | Annual meeting date | — | $175,000 | Vests by next annual meeting or 1-year anniversary; subject to continuous service; accelerates on change-of-control for non-employee directors | |
| 2024 Annual RSU — Mitchell | 2024-06-21 | 30,198 | $176,658 | Time-based (as above) | None (time-based) |
| 2025 Annual RSU — Mitchell | 2025-06-20 | 31,855 | — | Time-based (policy continuing) | None (time-based) |
Notes: New director Initial RSU value of $450,000 vests in thirds over three years; all non-employee director equity fully accelerates immediately prior to a change-of-control per plan/policy.
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Risk |
|---|---|---|
| Tabula Rasa HealthCare (public; acquired) | Director; served on Compensation & Strategic Opportunities Committees | No disclosed supplier/customer/competitor interlocks with ON24; term ended upon acquisition (Nov 2023) |
Expertise & Qualifications
- Entrepreneur/operator across human capital and SaaS platforms; investing/leadership development expertise via Low Post Ventures.
- Education: MBA, Harvard Business School; A.B., Harvard College.
- Governance: Member, Nominating & Corporate Governance Committee; experience on public company board (TRHC).
Equity Ownership
| Measure | Amount | As-of | Source |
|---|---|---|---|
| Beneficial Ownership (shares) | 59,877 | Feb 28, 2025 | ON24 2025 Proxy ownership table (under 1%) |
| Ownership (% of outstanding) | <1% | Feb 28, 2025 | ON24 2025 Proxy |
| RSUs Outstanding (director) | 68,528 | Dec 31, 2024 | ON24 2025 Proxy director comp footnote |
| Common Shares Held After 2024 Annual Grant | 109,240 | 2024-06-21 | Form 4 (post-transaction) |
| Common Shares Held After 2025 Annual Grant | 141,095 | 2025-06-20 | Form 4 (post-transaction) |
Additional alignment policies:
- Insider Trading Policy prohibits short sales, pledging, hedging, or monetization transactions; N&CG Committee oversees compliance. No pledging disclosed for Mitchell.
Governance Assessment
- Strengths: Independent director with relevant SaaS and human capital expertise; good engagement profile (Board/committees met regularly; all directors ≥75% attendance in 2024); equity-heavy director pay design aligns with shareholders; anti-pledging/anti-hedging policy supports alignment.
- Watch items / RED FLAGS: Activist influence—Indaba arrangement conditioned renomination and committee assignment to avoid a proxy fight; while common in activism settlements, it can create the appearance of reduced independence from shareholder pressure. ON24’s 10-Q risk factors note activism could affect strategy and market perception.
- No related-party transactions were disclosed involving Mitchell. Related-party items disclosed relate to an executive officer’s family member and a >5% holder in the ordinary course.
Director Compensation Detail (2024 actuals)
| Metric | Ronald Mitchell |
|---|---|
| Fees Earned or Paid in Cash ($) | $53,750 |
| Stock Awards ($) | $176,658 |
| Total ($) | $230,408 |
| RSUs Outstanding at 12/31/2024 (units) | 68,528 |
Insider Trades (Form 4, last 24 months)
| Filing Date | Transaction Date | Type | Shares Acquired/(Disposed) | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|
| 2025-06-24 | 2025-06-20 | A (Award) | 31,855 | 141,095 | https://www.sec.gov/Archives/edgar/data/1110611/000156218025005025/0001562180-25-005025-index.htm |
| 2024-06-25 | 2024-06-21 | A (Award) | 30,198 | 109,240 | https://www.sec.gov/Archives/edgar/data/1110611/000156218024005292/0001562180-24-005292-index.htm |
Notes on Policies & Structures Relevant to Directors
- Non-employee director equity: Initial RSU $450,000 (3-year vesting); annual RSU $175,000 (1-year vest or to next annual meeting); change-of-control acceleration for non-employee directors.
- Committee fee structure is modest; Mitchell’s 2024 cash aligns with base retainer plus N&CG membership fee.
- Board declassification underway (fully declassified in 2026).
Overall, Mitchell brings founder/operator and human capital technology expertise and serves on a key governance committee. The Indaba arrangement is a notable governance signal—common in activism contexts but worth monitoring for board independence optics—while his compensation/ownership profile and ON24’s anti-pledging/hedging policy support alignment with shareholders.