David Petraeus
About General (Ret.) David H. Petraeus
Independent Class III director at OneStream, Inc. (OS); age 72; board service since March 2019 with current term expiring at the 2027 annual meeting. Partner at KKR since December 2014 and Chairman of the KKR Global Institute since June 2013; education includes U.S. Military Academy (graduated with distinction) and Ph.D. from Princeton University’s Woodrow Wilson School . Board has determined Petraeus is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Military | General, U.S. Army | Over 37 years | Strategic leadership and risk management |
| Central Intelligence Agency | Director | Not disclosed | National security oversight; governance under high-stakes conditions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| KKR | Partner | Since Dec 2014 | Senior leadership; investment committee advisory |
| KKR Global Institute | Chairman | Since Jun 2013 | Geopolitical, macro, and ESG analysis for KKR portfolio and LPs |
| Academia (CUNY/USC/Harvard/Yale) | Visiting/Professor/Fellow | Various | CUNY Macaulay, Judge Widney Professor (USC), Senior Fellow (Harvard), Kissinger Fellow (Yale) |
Board Governance
- Board classification: Class III director; term through 2027 .
- Committee assignments: Not listed as a member of the Audit Committee (Kinzer chair; Mariner; Wilson) or Compensation, Nominating and Governance Committee (Burkland chair; Kinzer; Welsh) .
- Independence: Board affirmed Petraeus’ independence under Nasdaq standards (considered relationships with KKR and stock ownership) .
- Attendance: Board met 7 times in FY2024; each incumbent director attended at least 75% of board/committee meetings .
- Lead Independent Director: David Welsh; chair/lead roles subject to KKR appointment rights while KKR owns ≥25% .
- Controlled company risk: KKR controls ~55.0% of voting power via Class C/D ten-vote shares; retains nomination, committee presence, and consent rights for CEO changes and change-of-control; special committees in conflict deals exclude KKR nominees .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | Petraeus elected not to receive compensation under the Outside Director Compensation Policy |
| Committee chair/member fees | $0 | Opted out |
Reference policy for other directors (not applicable to Petraeus): $35,000 director retainer; $18,000 lead independent director; $20,000 audit chair/$10,000 audit member; $20,000 comp/governance chair/$10,000 member; $20,000 non-executive chair .
Performance Compensation
| Equity Award Type | Grant Date | Units/Shares | Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Options/RSUs (director policy) | N/A | — | — | — | Petraeus opted out; received no Annual/Initial RSUs and no IPO-related director options |
| Outstanding equity awards (as of 12/31/2024) | N/A | — | — | — | No outstanding awards held |
- Performance metrics tied to director compensation: None disclosed (director compensation is fixed retainer + RSUs for participating directors; Petraeus opted out) .
Other Directorships & Interlocks
| Company/Entity | Role | Interlock/Conflict Considerations |
|---|---|---|
| KKR | Partner; Chairman, KKR Global Institute | KKR is OS’s controlling stockholder with extensive governance rights; board independence review considered KKR relationships . |
| Other public company boards | None disclosed | Board skills matrix does not indicate other public company board service for Petraeus . |
| OS directors with KKR ties | Bradley Brown (KKR MD), David Welsh (KKR partner), Kara Wilson (KKR senior advisor) | Five KKR-nominated directors currently serve (Brown, Burkland, Welsh, Petraeus, Wilson), amplifying interlock risk; special committees exclude KKR nominees for KKR-conflict transactions . |
Expertise & Qualifications
- Skills matrix: Executive leadership; technology industry; financial; sales/marketing; enterprise risk management; SaaS; cybersecurity/privacy/information security .
- Education: U.S. Military Academy (distinction); Ph.D., Princeton (Woodrow Wilson School) .
- Governance credentials: Strategic leadership under complex risk; geopolitical and macro analysis via KKR Global Institute .
Equity Ownership
| Holder | Class A | Class C (10 votes) | Class D (10 votes) | % Voting Power |
|---|---|---|---|---|
| David H. Petraeus | — | — | — | — |
- Hedging/pledging: OS policy prohibits hedging, pledging, short sales, and trading in derivatives for directors and employees .
Insider Trades
| Date | Form | Description | Notes |
|---|---|---|---|
| Jul 24, 2024 | Form 3 | Initial statement of beneficial ownership | Filed upon IPO; no positions indicated for Petraeus on DEF 14A table |
| 2024–2025 | Form 4 | None found | No insider transactions reported for Petraeus over past 18 months per public sources; company’s Section 16 compliance note lists only minor corrections for others, not Petraeus |
Governance Assessment
- Positives:
- Board-designated independent director; strong attendance standard met (≥75%); extensive leadership and risk oversight background; robust anti-hedging/pledging policy .
- Conflict safeguards: special committees exclude KKR nominees in KKR-conflict transactions; committee independence confirmed; Audit Committee chaired by an audit committee financial expert (Kinzer) .
- Risks and RED FLAGS:
- Controlled company with KKR holding ~55% voting power; KKR retains director nomination rights, appoints chair/LID, and must consent to CEO changes and change-of-control—potentially constraining board independence and investor alignment .
- Petraeus’ KKR partner status increases perceived conflict/interlock risk, though the board assessed independence; Petraeus is not on core oversight committees, limiting direct governance impact .
- No personal share ownership or director compensation participation reduces visible alignment (“skin-in-the-game”) for Petraeus specifically .
- Legal proceedings: 2015 misdemeanor plea for mishandling classified documents—reputational risk factor noted in proxy .
Overall signal: Petraeus brings high-caliber strategic and risk expertise, but alignment is tempered by the controlled company structure and his KKR affiliation. Investors should monitor committee composition, special committee practices in related-party situations, and any future changes in KKR’s rights/ownership that may alter governance balance .