Douglas Ulman
About Douglas Ulman
Douglas Ulman (age 47) is an independent director of Root, Inc., serving on the board since December 2016 with his current Class III term expiring at the 2026 Annual Meeting . He is Vice Chair of Pelotonia and formerly served as Pelotonia’s CEO (Dec 2014–Jan 2024); prior roles include President & CEO of The LIVESTRONG Foundation, founder of the Ulman Cancer Fund for Young Adults (now the Ulman Foundation), and founder of Orli (2022) . Ulman holds a BA from Brown University, completed the Executive Program in Leadership at Stanford University, and recently served as a Hauser Fellow at Harvard Kennedy School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pelotonia | Chief Executive Officer; currently Vice Chair of the Board | CEO: Dec 2014–Jan 2024; Vice Chair: current | Led nonprofit raising >$300M for cancer research; ongoing governance oversight |
| The LIVESTRONG Foundation | President & CEO | 2008–2014 | Led national advocacy and patient support initiatives |
| Ulman Cancer Fund for Young Adults (Ulman Foundation) | Founder | Founded post personal cancer diagnosis | Social entrepreneurship; youth cancer support ecosystem |
| Orli | Founder | Founded 2022 | Entrepreneurial role; early-stage leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Signal Ohio | Chair, Board | Current | Civic media governance; chair leadership |
| The Columbus Partnership | Member | Current | Regional economic development collaboration |
| Young Presidents’ Organization (YPO) | Member | Current | Executive leadership network |
| Harvard Kennedy School (Center for Public Leadership) | Hauser Fellow | Recent | Fellowship recognizing public leadership expertise |
No current public company directorships are disclosed for Ulman in the proxy .
Board Governance
- Committee assignments: Member, Audit, Risk and Finance Committee; Chair, Nominating and Governance Committee .
- Independence: The board affirmatively determined Ulman is independent under Nasdaq listing standards .
- Attendance and engagement: In 2024, the board met 4 times; audit 4; compensation 5; nominating & governance 4; each director attended at least 75% of board and applicable committee meetings; six of eight directors attended the 2024 Annual Meeting .
- Nominating & governance remit: Oversees director nominations, committee composition, corporate governance guidelines, board/committee self-evaluations, and sustainability/CSR risks and programs .
- Board leadership: Lead Independent Director role (held by Lawrence Hilsheimer) moderates executive sessions of independent directors and shapes agendas; Ulman’s committee chair role contributes to board effectiveness .
Fixed Compensation
| Category | Amount (USD) | Notes |
|---|---|---|
| 2024 Fees Earned or Paid in Cash | $110,000 | Actual cash paid for 2024 service |
| 2024 Stock Awards (RSUs; grant-date fair value) | $118,684 | RSUs granted June 5, 2024; generally vesting over one year to 2025 Annual Meeting |
| 2024 Total | $228,684 | Sum of cash and stock |
| Non-Employee Director Cash Retainer Policy (effective Jan 1, 2023) | Member ($) | Chair ($) |
|---|---|---|
| Board of Directors | $85,000 | $20,000 (additional) |
| Audit, Risk & Finance Committee | $10,000 | $20,000 |
| Compensation Committee | $7,500 | $15,000 |
| Nominating & Governance Committee | $5,000 | $10,000 |
| Strategy Committee | $5,000 | $10,000 |
| Lead Independent Director Retainer | — | $20,000 |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting/Performance |
|---|---|---|---|---|
| Annual Director RSUs | Jun 5, 2024 | Notional RSUs outstanding at YE: 6,201 | $118,684 | Service-based; vest on date of 2025 Annual Meeting per policy |
| Option Awards Outstanding (Director) | N/A (outstanding at YE 2024) | 39,352 options | N/A | Legacy awards; no new options granted under current policy |
Directors receive service-based RSUs; no performance metrics (e.g., EBITDA/TSR) apply to director grants under the 2023 Policy .
Other Directorships & Interlocks
- No public company boards disclosed for Ulman; network roles are primarily nonprofit/civic, reducing risk of information-flow interlocks with Root’s competitors/customers .
- Carvana investment/commercial agreements include a right to appoint Ernest Garcia III as a director; Carvana has not exercised this right, limiting external influence on board composition; not specific to Ulman .
Expertise & Qualifications
- Executive leadership and innovation (Pelotonia, LIVESTRONG, Ulman Foundation) .
- Human capital and transformation experience; board skills matrix notes innovation and public policy competencies for Ulman .
- Governance leadership as Nominating & Governance Committee Chair and oversight of ESG/sustainability .
Equity Ownership
| Holding Category | Amount | Detail |
|---|---|---|
| Class A common stock (beneficial) | 27,458 shares | Includes 10,401 (Ulman 2016 Revocable Trust), 9,606 (Ulman 2016 Irrevocable Trust), and 6,201 RSUs vesting within 60 days of Apr 7, 2025 |
| Class B common stock (options exercisable) | 33,352 shares | Currently exercisable options (Class B) |
| Donor advised fund (voting control) | 1,250 shares (Class A) | Sole voting control; beneficial voting interest |
| Ownership as % of Class A and Class B | <1% each | Marked “*” less than one percent in beneficial ownership table |
| Hedging/Pledging Status | None pledged | Company prohibits hedging/short sales; pledging only with pre-approval; none of directors/officers have pledged shares as of proxy date |
Governance Assessment
- Strengths:
- Independent director with deep leadership experience and civic/nonprofit governance background; chair of Nominating & Governance committee, enhancing board composition, evaluation rigor, and ESG oversight .
- Solid meeting attendance and committee engagement; board/committee activity consistent with effective oversight; Ulman meets 75%+ attendance thresholds .
- Pay structure balanced: cash retainer plus modest service-based RSUs; no performance-linked director awards, aligning with best practices for board independence; total 2024 compensation $228,684 .
- Anti-hedging/anti-pledging policy with no pledges outstanding; reduces misalignment risk .
- Potential watch items:
- Staggered board structure may delay shareholder-driven change; governance risk is structural to Root, not specific to Ulman .
- Options outstanding from prior director grants remain; while legacy, options can modestly increase risk appetite compared to RSUs; monitor exercise/retention behavior .
- Related-party transactions section does not identify Ulman-specific dealings; continue monitoring for any emerging ties; current disclosed related-party items involve Carvana and legacy investors, not Ulman .
- Shareholder sentiment signal:
- 2024 Say-on-Pay approval ~97% indicates broad investor support for compensation practices; while NEO-focused, it reflects overall governance confidence during a profitability inflection year .