Caroline Tsay
About Caroline Tsay
Caroline Tsay was appointed as an independent Class III director of Semrush Holdings, Inc. effective May 1, 2025; she brings over 20 years of technology, product, and marketing leadership, including CEO experience and public-company board service. She holds a B.S. in Computer Science and an M.S. in Management Science & Engineering from Stanford University, with prior roles at Hewlett Packard Enterprise and Yahoo, and recognition among Top 50 Most Powerful Women in Technology and Silicon Valley Business Journal’s 40 Under 40 . Committee assignment: Nominating & Corporate Governance Committee (appointed July 29, 2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Compute Software, Inc. | Co-founder, Chief Executive Officer, Director | Jan 2017–Nov 2022 | AI-driven cloud optimization; scaled product and teams |
| Hewlett Packard Enterprise | Leadership roles | Not disclosed | Technology/product leadership |
| Yahoo! | Leadership roles | Not disclosed | Digital/product leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Coca-Cola Company (NYSE: KO) | Director | Since Apr 2018 | Current public company directorship |
| Morningstar, Inc. (NASDAQ: MORN) | Director | Since May 2017 | Current public company directorship |
| Rosetta Stone Inc. | Director | Prior service | Former public company directorship |
| Travelzoo Inc. (NASDAQ: TZOO) | Director | Prior service | Former public company directorship |
Board Governance
- Independence: Independent director under NYSE standards .
- Semrush committees: Member, Nominating & Corporate Governance Committee (effective July 29, 2025) .
- Board structure: Eight directors with majority independence; separate Chair and CEO; Chair presides over executive sessions .
- Governance practices: Annual board/committee self-evaluations; board/committee authority to retain independent advisors; robust Code of Conduct updated Feb 2025 .
Fixed Compensation
Policy framework for non-employee directors:
| Component | Amount (USD) | Notes |
|---|---|---|
| Board annual cash retainer | $35,000 | Paid quarterly; pro-rated as applicable |
| Independent Chair additional retainer | $27,500 | In addition to board retainer |
| Lead Independent Director additional retainer | $15,000 | In addition to board retainer |
| Audit Committee member | $10,000 | Additional retainer |
| Audit Committee Chair | $20,000 | Additional retainer |
| Talent & Compensation Committee member | $6,250 | Additional retainer |
| Talent & Compensation Committee Chair | $15,000 | Additional retainer |
| Nominating & Corporate Governance Committee member | $4,000 | Additional retainer |
| Nominating & Corporate Governance Committee Chair | $8,000 | Additional retainer |
Notes:
- No meeting fees; increased retainers in April 2024 were pro-rated for FY2024 .
- Policy applies to all non-employee directors; individual cash earned for 2025 not disclosed yet for Ms. Tsay.
Performance Compensation
Director equity compensation (policy-based):
| Grant Type | Value (USD) | Vesting | Acceleration |
|---|---|---|---|
| Initial Grant (upon first election) | $250,000 | 1/3 on first anniversary or next annual meeting; remaining 2/3 in equal monthly installments over next 2 years, subject to service | |
| Annual Grant (each annual meeting thereafter) | $182,500 | 100% on first anniversary or next annual meeting, subject to service | |
| Change-in-control / sale event | N/A | Full acceleration if service ends within 12 months post-sale (or 12 months) under policy; or upon death/disability |
Other Directorships & Interlocks
- Current public boards: KO and MORN .
- No Semrush disclosure of shared directorships with Semrush competitors, suppliers, or customers; related-party transactions are reviewed and approved by the Audit Committee per policy .
Expertise & Qualifications
- Technology and product leadership (HPE, Yahoo; AI/cloud optimization CEO) .
- Public company board governance at KO and MORN .
- Education: Stanford B.S. Computer Science; Stanford M.S. Management Science & Engineering .
- Recognitions: National Diversity Council Top 50 Most Powerful Women in Technology; Silicon Valley Business Journal 40 Under 40 .
Equity Ownership
| As-of Date | Class A Outstanding | Class B Outstanding | Ms. Tsay Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| May 1–5, 2025 (Form 3 filed) | 127,151,456 | 21,019,818 | No securities beneficially owned | 0.00% (0 shares / 148,171,274 total) |
Notes:
- Insider Trading Policy prohibits hedging and pledging of company shares .
- Director Share Ownership Retention Policy applies to non-employee directors .
Insider Filings & Trades
| Filing Type | Filed Date | Summary |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | May 5, 2025 | Reported no securities beneficially owned at appointment |
Governance Assessment
- Board effectiveness signals: Appointment to Nominating & Corporate Governance aligns with her governance experience; the committee oversees board composition, evaluations, and governance practices .
- Independence & oversight: Majority-independent board, independent committees, and authority to retain independent advisors support investor confidence .
- Alignment & incentives: Director ownership policy and equity grants promote long-term alignment; anti-hedging/pledging and clawback policies strengthen governance controls .
- Potential conflicts/related-party: Company policy requires Audit Committee review/approval of related-party transactions; no Tsay-specific related-party transactions are disclosed in filings reviewed .
- Attendance/engagement: 2024 board attendance at least 75% for all then-serving directors; Tsay joined in 2025—her attendance data not yet disclosed in proxies .
Compensation Committee Analysis (context)
- The Talent & Compensation Committee is entirely independent and uses an independent consultant (Compensia) for market pay analysis and peer group design .
- FY2024 executive incentives used ARR Growth and Adjusted EBITDA Margin; first Say-on-Pay vote scheduled for 2025 with board recommending annual frequency .
Say-On-Pay & Shareholder Feedback (context)
- First Say-on-Pay and Say-on-Frequency votes at the 2025 Annual Meeting; board recommended 1-year frequency .
RED FLAGS and Risk Indicators
- Multiple concurrent large-cap board commitments (KO, MORN) imply high time demands; committee appointment suggests focused governance role at Semrush .
- No hedging/pledging permitted and clawback policy mitigates misalignment and compensation risk .
- No disclosed related-party transactions involving Tsay; Audit Committee oversight framework in place .