Beth Birnbaum
About Beth Birnbaum
Beth Birnbaum (age 52) is an independent director of Root, Inc., serving since March 2022 with a current term expiring at the 2027 Annual Meeting. She is COO of Mudstack (digital asset management/version control), and previously held senior operating and product roles at PlayFab (COO, acquired by Microsoft), Grubhub (SVP Product), and Expedia (VP Product & Connectivity). She holds a BA in Economics & International Studies (Yale) and an MBA (INSEAD); she is also Diligent Climate Leadership Certified .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mudstack, Inc. | Chief Operating Officer | Current | Technology/operations leadership in digital asset management |
| PlayFab, Inc. (acquired by Microsoft) | Chief Operating Officer | 2017–2018 | Scaled backend services for gaming prior to acquisition |
| Grubhub, Inc. | SVP, Product | 2011–2016 | Senior product leadership in marketplace operations |
| Expedia Group, Inc. | VP, Product & Connectivity (various roles 2003–2011) | 2003–2011 | Product and connectivity leadership in online travel |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| John Wiley & Sons, Inc. (NYSE: WLY, WLYB) | Director | 2018–2024 | Prior public company directorship |
Board Governance
- Independence: The Board affirmatively determined Ms. Birnbaum is independent under Nasdaq rules .
- Board tenure/class: Class I director; term expires at 2027 Annual Meeting; director since 2022 .
- Committee assignments: Member, Compensation Committee (Chair: Nancy Kramer; other member: Donna Dorsey) .
- Attendance: In 2024, every director attended ≥75% of aggregate Board and assigned committee meetings; Board (4), Compensation (5), Audit/Risk/Finance (4), Nominating & Governance (4) .
- Lead independent director: Lawrence Hilsheimer; responsibilities include agenda-setting with CEO, moderating executive sessions, and serving as liaison between independent directors and CEO .
- Board evaluation: Third-party facilitated Board and committee self-evaluations conducted in late 2024 with review in early 2025 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $85,000 | Non‑employee director retainer under 2023 Policy |
| Compensation Committee member retainer | $7,500 | Committee member fee (Chair fee $15,000) |
| 2024 cash fees actually earned (Birnbaum) | $92,500 | Sum of Board + committee fees for 2024 |
Policy notes:
- Additional Board Chair retainer: $20,000; Lead Independent Director: +$20,000 .
- Other committee retainers: Audit member $10,000 (Chair $20,000); Nominating member $5,000 (Chair $10,000); Strategy member $5,000 (Chair $10,000) .
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|---|
| June 5, 2024 (2024 Annual Mtg) | RSUs | 6,201 (outstanding at 12/31/24) | $118,684 | Time-based; generally vests on the 2025 Annual Meeting date | Director RSUs vest in full immediately prior to a change in control |
- Non-employee director equity under the 2023 Policy: annual RSU grant with targeted value; 2024 grant approx. $118,000; value based on 30-trading-day average prior to grant; annual cap $650k per director ($900k in first year) .
- Options: None outstanding for Ms. Birnbaum as of year-end 2024 .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | John Wiley & Sons, Inc. (Director, 2018–2024) |
| Compensation Committee interlocks | None; committee members (Kramer, Birnbaum, Dorsey) were independent and had no relationships requiring Item 404 disclosure |
Expertise & Qualifications
- Technology and cyber; innovation; public company board experience (as reflected in Board Skills Matrix) .
- Extensive operating experience in product and general management across technology platforms and marketplaces .
Equity Ownership
| Holder | Total Beneficial Ownership | Class A Detail | Class B Detail | Percent of Outstanding | Notes |
|---|---|---|---|---|---|
| Beth Birnbaum | 16,013 shares | 9,812 owned; 6,201 RSUs vesting within 60 days of 4/7/2025 | — | <1% | Based on 11,361,118 Class A and 4,000,833 Class B outstanding as of 4/7/2025; voting power <1% |
Policy safeguards:
- Hedging/short sales/derivatives prohibited; pledging prohibited except with prior approval (non-employee directors may pledge with notice/approval); none of the executive officers or non-employee directors had pledged Root equity as of the proxy date .
Governance Assessment
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Strengths:
- Independent director with strong product/technology operating credentials; active on Compensation Committee overseeing redesigned PSU program and pay structures; no interlocks or related-party ties disclosed .
- Solid engagement/attendance (≥75%) and Board processes (lead independent structure; third‑party facilitated Board evaluation) support effectiveness and oversight quality .
- Director pay balanced between modest cash retainer and time‑based equity; reasonable annual cap; change‑in‑control vesting disclosed; no options outstanding (reduces repricing risk) .
- Broader company governance signals: robust insider trading/anti‑hedging/anti‑pledging policy and strong 2024 Say‑on‑Pay support (~97%), which reflects investor alignment on compensation oversight .
-
Watch items:
- Director equity is time-based RSUs (not performance‑conditioned); common for directors but offers limited direct pay‑for‑performance linkage at the director level; however, it aligns with standard governance practice and maintains independence from management performance metrics .
- No Beth‑specific related‑party transactions disclosed; continue to monitor future filings (Transactions with Related Persons) and Form 4 filings for any changes; current proxy shows none .
No RED FLAGS identified: no related‑party transactions, no pledging, no attendance issues, and no interlocks disclosed .