John Kinzer

About John Kinzer

John Kinzer, 56, has served as an independent director of OneStream, Inc. since June 2019 and is the Audit Committee Chair and the board’s designated “audit committee financial expert.” He also sits on the Compensation, Nominating & Governance (CNG) Committee. Kinzer is currently a senior advisor at Stripes (former operating partner, 2019–2023) and a senior advisor to KKR since February 2023; previously he was CFO of HubSpot (2013–2019), CFO of BackOffice Associates, and CFO of Blackboard (2010–2012). He holds a B.S. from Virginia Tech.

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chair; CNG Committee member; designated “audit committee financial expert.”
• Independence: Board determined Kinzer is independent under Nasdaq rules (7 of 8 directors independent).
• Attendance and engagement: In 2024, the board met 7 times; Audit Committee met 5 times; CNG Committee met 2 times; each incumbent director attended at least 75% of applicable meetings.
• Controlled company context: KKR controls ~55% of voting power; OS is a “controlled company,” though OS states it is not currently relying on Nasdaq controlled-company exemptions.
• KKR nomination/committee rights: KKR has rights to nominate board members and to have at least one KKR nominee on each committee, subject to independence/eligibility; KKR-nominated directors currently include Brown, Burkland, Welsh, Petraeus, and Wilson (Kinzer is not listed among KKR’s nominees).
• Executive sessions: Non-employee directors meet in executive session at least twice per year.
• Hedging/pledging policy: Directors are prohibited from hedging or pledging OS securities and from holding OS stock in margin accounts.

Fixed Compensation

• 2024 actual (director compensation reported for the fiscal year ended 12/31/2024): | Item | Amount (USD) | |---|---| | Cash Fees Earned | $44,583 | | Option Awards (grant-date fair value) | $1,360,672 (primarily IPO-related options) | | Total | $1,405,256 |

• Outside Director Compensation Policy (effective July 24, 2024; excludes certain directors who opted out): | Cash Retainer Element | Amount (USD) | |---|---| | Annual Board Retainer (non-employee director) | $35,000 | | Non-Executive Chair | $20,000 | | Lead Independent Director | $18,000 | | Audit Chair | $20,000 | | Audit Member (non-chair) | $10,000 | | CNG Chair | $20,000 | | CNG Member (non-chair) | $10,000 |

• Equity under policy: Initial RSU award $400,000 (3-year ratable vesting); Annual RSU award $200,000 (vests by next annual meeting). Change-in-control: director equity fully vests upon change in control under the plan. Policy cap: $750,000 per fiscal year ($1,000,000 in first year), excluding the special IPO option grants.

Performance Compensation

• For non-employee directors, compensation is not tied to performance metrics such as revenue, EBITDA, or TSR; awards are service-based (retainer and RSUs) with vesting conditioned on continued service. No director-specific performance metrics are disclosed.

• 2024 Director Equity Detail (Kinzer): | Equity Award | Shares | Exercise Price | Vesting | |---|---:|---:|---| | IPO Option Grant | 128,225 | $20.00 | 1/16 vested 10/23/2024; remainder vests quarterly in equal 1/16 tranches, subject to service |

• Outstanding options (12/31/2024): 178,225 shares underlying options.

Other Directorships & Interlocks

Expertise & Qualifications

• Financial expertise: Designated “audit committee financial expert.”
• Domain experience: SaaS and technology industry background; CFO experience at multiple enterprises.
• Skills matrix: Financial, technology, SaaS, and executive leadership competencies reflected in board skills matrix.

Equity Ownership

• Beneficial ownership (as of March 27, 2025): | Security | Amount | Notes | |---|---:|---| | Class A common stock | 104,667 | Includes 40,000 Class A held by the John E. Kinzer Trust and 64,667 options exercisable within 60 days | | Class C common stock (10 votes/share; no economic rights) | 360,997 | Held by the John E. Kinzer Trust | | Options outstanding (all series) | 178,225 | As of 12/31/2024 | | Voting power | <1% | “*” indicates less than 1% in proxy table |

• Policy: Hedging and pledging prohibited for directors. No pledging by Kinzer disclosed.

Governance Assessment

• Strengths/signals supportive of investor confidence:

  • Audit Committee Chair with “financial expert” designation; committee oversees internal controls, disclosure controls, cybersecurity, and related-party transactions.
  • Independent status affirmed by board; attendance threshold met; active committee cadence (Audit 5 mtgs; CNG 2 mtgs in 2024).
  • Section 16(a) compliance: no delinquent filings disclosed for Kinzer in 2024.

• Compensation and alignment:

  • 2024 total director pay driven by one-time IPO option grant mechanics; ongoing policy shifts director pay to a mix of cash retainer plus annual RSUs, aligning with long-term shareholder value via equity.
  • Director equity vests on service (not performance metrics), with full vesting on change-in-control—a standard governance feature for director awards.

• Risks/RED FLAGS to monitor:

  • KKR control and consent rights (e.g., leadership appointments and change-in-control approval) concentrate governance power; Kinzer’s KKR advisory role creates a perceived conflict vector, though he is not listed as a KKR-nominated director and the board deemed him independent.
  • Tax Receivable Agreement (TRA) could influence strategic decisions in change-of-control scenarios given potentially substantial cash obligations—this is a company-level risk rather than Kinzer-specific but relevant to board oversight.

• Net view: Kinzer’s finance/SaaS background and Audit Chair role enhance oversight quality; independence, attendance, and anti-hedging policy support alignment. The key governance watchpoint is KKR’s structural control and Kinzer’s advisory relationship to KKR—mitigated by disclosed independence determination and committee structures but still a consideration in evaluating board autonomy.