Robert A. Sauerberg
About Robert A. Sauerberg
Independent Vice Chairperson of Reddit’s Board; age 64; director since April 2012; Vice Chair since November 2023. Former President and CEO of Condé Nast, with deep media leadership experience; MBA (Mercer University) and BS in Finance (University of Arkansas). Determined independent by the Board under NYSE/SEC rules for board and committee service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Condé Nast | President & CEO | Jan 2016–May 2019 | Led premier media company operations |
| Condé Nast | President | Jan 2011–Dec 2015 | Executive leadership across portfolio |
| Condé Nast | Group President, Consumer Marketing | Jan 2005–Dec 2010 | Consumer marketing strategy |
| Fairchild Publications | Chief Operating Officer | Jan 2000–Dec 2005 | Operational leadership in publishing |
External Roles
- No current public company directorships disclosed beyond Reddit; prior roles were operating positions at Condé Nast and Fairchild Publications .
Board Governance
- Roles and independence: Vice Chairperson; independent director; Audit Committee member; Nominating & Corporate Governance Committee member .
- Committee structure: Entirely independent committees; Audit chaired by David Habiger; Nominating chaired by Steven O. Newhouse .
- Attendance: Board met 7x in 2024; each director attended ≥75% of board and committee meetings during their service .
- Controlled company context: Reddit is eligible as a “controlled company” given CEO Steven Huffman’s voting power, but has opted for majority-independent board and independent Compensation and Nominating committees .
- Governance Agreement influence: Advance Publications has rights (two designees, committee presence except Audit, and approvals over specified major corporate actions). Advance Designees are Steven O. Newhouse and Robert Sauerberg Jr. This is a structural governance influence investors should monitor .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board Cash Retainer | 60,000 | Standard non-employee director retainer |
| Vice Chairperson Additional Cash | 50,000 | Annual cash for Vice Chair role |
| Audit Committee Member | 12,500 | Annual cash (member; chair is $25,000) |
| Nominating & Corporate Governance Committee Member | 7,500 | Annual cash (member; chair is $15,000) |
| 2024 Actual Fees Earned (Cash) | 94,979 | Prorated based on months of service/roles |
- Directors may elect RSUs in lieu of cash retainers; RSUs granted in lieu fully vest on grant; sized using 60-trading-day average price .
Performance Compensation
| Grant Type | Grant Date | Shares (#) | Grant-Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| Annual Director RSU | May 30, 2024 | 5,128 | 295,578 | Vest on earlier of 1 year or immediately before next annual meeting; continued service required |
- Annual director RSU policy: $250,000 value each year, sized by 60-day average price; fully vests at one year or pre–next annual meeting; change in control accelerates vesting of director equity .
Other Directorships & Interlocks
- Advance Publications linkage: Sauerberg is one of two Advance Designees per Governance Agreement; one Advance Designee can sit on each committee except Audit by right (not prohibition). Steven O. Newhouse (Advance co-president) also serves on Reddit’s Board .
- Related-party dealings with Advance: Reddit subleases office space from Advance in NYC and Chicago; 2024 rent expense was $3.1 million (NYC) and $0.5 million (Chicago). Governance risk mitigant: Audit Committee (which includes Sauerberg) reviews/approves related-party transactions .
- Directed Share Program (IPO): Sauerberg purchased 10,000 Class A shares at $34 per share ($340,000 total) in the IPO’s directed share program .
Expertise & Qualifications
- Senior operating leadership in media and consumer marketing; financial/operational literacy aligned with Audit and Governance committee responsibilities .
Equity Ownership
| Holder | Class A Shares (#) | Class B Shares (#) | % of Class A | Notes |
|---|---|---|---|---|
| Robert A. Sauerberg | 32,215 | — | <1% | 27,087 Class A in revocable trust; 5,128 RSUs settleable within 60 days of March 31, 2025 |
- Ownership guidelines: Non-employee directors must hold shares equal to 5x annual board fee; current minimum threshold $300,000; compliance due by December 31, 2029 for directors serving as of March 20, 2024 .
- Hedging/pledging: Company policy prohibits hedging and pledging of Reddit stock by directors .
Insider Trades
| Date | Transaction | Shares | Price ($) | Value ($) |
|---|---|---|---|---|
| Mar 2024 (IPO) | Directed Share Program Purchase | 10,000 | 34.00 | 340,000 |
Governance Assessment
- Strengths: Independent status; Vice Chair leadership; service on Audit and Nominating committees; board conducts annual self-evaluations; executive sessions held at least twice per year; robust insider trading and clawback policies; independent compensation consultant for director and executive pay structures .
- Alignment: Meaningful director equity via annual RSUs and ownership guidelines aimed at $300,000 minimum by 2029; option to convert cash retainers into RSUs enhances alignment; hedging/pledging prohibited .
- Risks/RED FLAGS to monitor:
- Advance governance rights (approval over significant actions) and ongoing related-party transactions (subleases) introduce potential conflict vectors; ensure robust Audit Committee oversight and recusals where applicable .
- Controlled company eligibility underscores concentration of voting power; while Reddit opts into independent structures, ongoing vigilance on independence safeguards is warranted .
- Attendance/Engagement: 2024 attendance at least 75% across board/committees; board met seven times; indicates regular engagement .
Net: Sauerberg’s long media-operating background and independent Vice Chair role support board effectiveness; the Advance-designee status and related-party exposure are governance complexities requiring continued, transparent Audit Committee oversight .