Kara Wilson

About Kara Wilson

Kara Wilson, age 55, is an independent director of OneStream, Inc. (ticker: OS) and has served on the board since July 2020; she is currently a Class II director with a term expiring in 2026 and serves on the Audit Committee . She is a senior advisor to Kohlberg Kravis Roberts & Co. L.P. (KKR) since October 2019 and previously held senior go-to-market roles including CMO of Rubrik (2017–2019) and EVP/CMO at FireEye (2013–2017); she holds a B.A. from UC Berkeley . The board’s skills matrix shows Wilson brings deep technology, sales/marketing, cybersecurity, SaaS, financial, enterprise risk, and executive leadership expertise . The board has determined she is independent under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Independence and structure: 7 of 8 directors, including Wilson, are independent under Nasdaq rules; OS is a “controlled company” with KKR controlling ~55% of voting power as of the 2025 meeting record date .
• Committee assignments: Audit Committee member; committee comprised entirely of independent directors and chaired by John Kinzer; audit committee met 5 times in 2024 .
• Attendance: The board met 7 times in 2024; each incumbent director attended at least 75% of aggregate board and committee meetings during their service periods .
• Lead independent director: David Welsh serves as Lead Independent Director; KKR retains rights (so long as it owns ≥25%) to appoint/remove the chair and lead independent director .
• Nomination rights/interlocks: Under the Stockholders’ Agreement, KKR can nominate a majority or proportionate number of directors based on ownership and is entitled to at least one nominee on each committee while eligible; Wilson is currently a KKR-nominated director .
• Executive sessions: Non-employee directors meet in executive session at least twice per year .

Fixed Compensation

Notes: Outside Director Compensation Policy adopted July 2024; some KKR-affiliated directors (Brown, Welsh, Petraeus) elected not to receive compensation under the policy (Wilson did receive) .

Performance Compensation

• Compensation mix (2024): Approximately 98% equity (options) and ~2% cash based on $1,917,143 options and $32,083 cash fees, indicating strong equity alignment .
• Director equity policy: Following IPO, policy provides Initial RSU of $400,000 for new directors and Annual RSU of $200,000, both service-vesting; change-in-control accelerates vesting for non-employee directors .
• Performance metrics: No performance-based metrics for non-employee director equity; awards are time-vested service awards per policy .

Other Directorships & Interlocks

Expertise & Qualifications

• Board skills matrix indicates Wilson has: Executive Leadership, Other Public Company Board, Technology Industry, Financial, Sales/Marketing, Enterprise Risk Management, SaaS, and Cybersecurity/Privacy/InfoSec experience .
• Go-to-market leadership across large cap and growth software enterprises (Cisco, SAP, SuccessFactors, PeopleSoft/Oracle, Okta), plus CMO/EVP roles at Rubrik and FireEye .

Equity Ownership

Governance Assessment

• Strengths:

  • Independent director on a fully independent Audit Committee; audit oversight includes ICFR, disclosure controls, compliance, cybersecurity, related-party review, and enterprise risk guidelines .
  • Attendance met or exceeded the company’s 75% threshold across board/committees in 2024; board met 7 times; audit met 5 times .
  • Strong alignment via equity-heavy compensation; 2024 compensation predominantly option-based tied to service, with anti-hedging/pledging policy reinforcing alignment .
  • Deep technology, cybersecurity, SaaS, and GTM expertise as evidenced by skills matrix and career history .

• Potential risks/RED FLAGS (and mitigants):

  • Controlled company dynamics: KKR controls ~55% voting power and holds nomination/leadership rights, potentially influencing governance; mitigated by board’s independence determinations and exclusion of KKR nominees from special committees for conflicted transactions .
  • KKR affiliation: Wilson is a KKR nominee and senior advisor, which may present perceived conflicts; board explicitly considered KKR relationships in independence determinations and found her independent under Nasdaq rules .
  • Structural equity awards around IPO (option reclassification/modification and retention grants) are non-performance based; however, these were framed as adjustments for reorg and retention and are standard in IPO transitions .

• Related-party/other:

  • No director-specific related-party transactions for Wilson are disclosed; related-party sections principally address reorganization, stockholders’ agreement, TRA and KKR rights, which apply broadly .

Director Compensation Summary (2024)

Key Committee & Attendance Facts

• Audit Committee member; Audit Committee independent and financially literate; chaired by John Kinzer; committee met 5 times in 2024 .
• Board met 7 times in 2024; each incumbent director attended ≥75% of board and committee meetings .

KKR Control & Governance Provisions

• Voting power: KKR controlled ~55% of total voting power at the 2025 record date due to 10:1 voting rights on Classes C/D .
• Nomination/committee rights: KKR maintains nomination rights and at least one nominee on each committee while eligible; KKR nominees excluded from special committees for conflicted transactions .
• Lead independent director: Appointed by KKR while ownership ≥25% .

Overall: Wilson strengthens board effectiveness through audit oversight and domain expertise. The KKR-controlled structure and her KKR affiliation warrant monitoring, but independence determinations, committee composition, and conflict procedures provide governance mitigants .