Sarah Farrell

About Sarah Farrell

Sarah Farrell, age 34, has served as an independent director of Reddit, Inc. since May 2024 after previously serving as a board observer from 2021–2024. She is a Co‑Founder and Managing Partner of Waygrove Partnership and brings deep investment and technology company experience; she holds a B.A. in Chemistry from Harvard College . On Reddit’s board, she serves on both the Audit Committee and the Compensation and Talent Committee; all directors on these committees are independent and financially literate, and she met the company’s attendance requirement in 2024 .

Past Roles

External Roles

Board Governance

• Committees: Audit (member) and Compensation & Talent (member); not a chair. Audit Chair is David Habiger; Compensation Chair is Patricia Fili‑Krushel .
• Independence: Board determined Farrell is independent for Board and committee service under NYSE and SEC rules .
• Attendance: In 2024, the Board met 7 times; Audit 4; Compensation 4; Nominating 3. Each director attended at least 75% of Board and committee meetings for which they served .
• Board leadership: Independent Chair (David Habiger) and Vice Chair (Robert Sauerberg); no Lead Director required while Chair is independent .
• Risk oversight: Audit Committee oversees financial, cybersecurity, IT, and related‑party transactions .

Fixed Compensation

• Director compensation program (amended Aug 2024):
  • Annual Board retainer: $60,000
  • Audit Committee: Chair $25,000; Member $12,500
  • Compensation & Talent Committee: Chair $20,000; Member $10,000
  • Nominating & Corporate Governance Committee: Chair $15,000; Member $7,500
  • Directors may elect RSUs in lieu of cash; RSUs in lieu of retainers are fully vested at grant .

2024 actual compensation (Farrell):

Performance Compensation

• Annual RSU grant policy: Each non‑employee director automatically receives RSUs equal to $250,000 divided by the 60‑day average closing price immediately after each annual meeting; vests on the earlier of one year or the next annual meeting; fully accelerates upon change in control; deferral election available .
• 2024 director equity awards (Farrell): | Grant Date | RSUs Granted (#) | Unvested RSUs at 12/31/2024 (#) | Vesting Schedule | Grant‑date Fair Value (USD) | |---|---|---|---|---| | May 30, 2024 | 5,128 | 5,128 | Fully vests on earlier of May 30, 2025 or 2025 Annual Meeting, subject to continued service | $295,578 |

Other Directorships & Interlocks

• Advance Publications governance rights: Advance designates two board nominees, has committee representation on all committees except Audit, and approval rights over specified corporate actions; Steven O. Newhouse (Advance co‑president) sits on Reddit’s board and chairs Nominating. This does not indicate a direct interlock for Farrell but is relevant board context for investor governance risk .
• Related‑party subleases: Reddit subleases office space from Advance in New York and Chicago (ordinary course). Audit Committee oversees related‑party transactions .

Expertise & Qualifications

• Investment and technology expertise through roles at Waygrove, Inclusive Capital, ValueAct, Blackstone; board experience at Verra Mobility and Lindblad; Harvard College (Chemistry) .
• Audit Committee: All members (including Farrell) are financially literate under SEC/NYSE standards .

Equity Ownership

• Ownership guidelines: Non‑employee directors must hold shares equal to 5× the annual Board fee; current Minimum Ownership Threshold is $300,000. Directors appointed after March 20, 2024 must comply by December 31 of the year in which their fifth anniversary occurs (for Farrell, 2029) .
• Hedging/pledging: Prohibited under Insider Trading Policy; 10b5‑1 plans permitted; compensation recovery (clawback) policy adopted Feb 2024 .

Insider Trades

Additional routine Form 4 filings occurred on Apr 8, 2025 and Jun 11, 2025 (director updates); see EDGAR index listings for details .

Governance Assessment

• Strengths:

  • Independent director with dual committee service (Audit; Compensation), financial literacy, and strong investment background supporting board effectiveness .
  • 2024 attendance compliance; independent Chair and declassified board; regular executive sessions enhance independent oversight .
  • Director pay mix tilted to equity with standard RSU vesting; stock ownership guidelines reinforce alignment; hedging/pledging prohibited; clawback policy in place .

• Contextual risks and watch items:

  • Controlled‑company eligibility due to CEO voting power, though Reddit opts into majority‑independent board and independent committees; monitor governance balance and Advance rights over certain corporate actions .
  • Related‑party exposure via Advance subleases; mitigated by Audit Committee approval processes; continue monitoring for any changes in terms or new related‑party arrangements .
  • Modest personal shareholding to date; guideline compliance not due until 2029; track progress toward the $300k threshold and future equity elections in lieu of cash .

RED FLAGS: Controlled‑company status and Advance governance rights increase influence over board composition and key actions; ensure continued independence of Audit and Compensation oversight and rigorous related‑party review .

Signal to investors: Farrell’s dual audit/compensation committee roles and consistent attendance support confidence in governance processes; equity‑based director pay and ownership guidelines provide alignment, while insider filings show routine, small updates without pledging/hedging concerns .