Dmitry Melnikov
About Dmitry Melnikov
Dmitry Melnikov, 45, has served on Semrush’s board since October 2012 and was the company’s Chief Operating Officer from October 2012 to June 2022; he holds an M.S. in Radio Engineering from St. Petersburg Electrotechnical University . The board is currently asking shareholders to re‑elect him as a Class I director through the 2028 annual meeting . The proxy cites his operating perspective and expertise in online visibility management, SEO, and SaaS as core credentials for board service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Semrush Holdings, Inc. | Chief Operating Officer | Oct 2012 – Jun 2022 | Senior operator; experience in online visibility management/SEO/SaaS cited by board |
| Semrush Holdings, Inc. | Director (Class I) | Oct 2012 – present | Nominated for re‑election to 2028 term |
External Roles
No other public company directorships or external board roles for Mr. Melnikov are disclosed in the proxy .
Board Governance
- Independence: Not independent under NYSE rules; the board determined only Aldrich, Baird, Pearce, Shineman Blake, and Vranesh are independent (excludes Melnikov) .
- Committee assignments: None. He is not listed as a member of the audit, talent & compensation, or nominating & governance committees .
- Attendance: In FY2024, the board met 9 times; each director attended at least 75% of board and applicable committee meetings .
- Tenure: 12.5 years on the Semrush board as of the skills matrix (April 2025) .
- Class/Term: Class I director; up for election at the 2025 annual meeting for a term expiring in 2028 .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Board cash retainer | $35,000 | Paid under the non‑employee director compensation policy; no committee roles for additional fees |
| Policy reference (cash) | Board member $35,000; Audit Chair $20,000/Audit member $10,000; Comp Chair $15,000/Comp member $6,250; N&G Chair $8,000/N&G member $4,000; Independent Chair $27,500; Lead Independent Director $15,000 | Policy amended April 2024; chair/member retainers additive to board retainer |
Performance Compensation
| Equity Element | FY2024 Value/Qty | Vesting/Structure |
|---|---|---|
| Annual director equity grant | $182,500 | Vests in full on the earlier of the first anniversary of grant or next annual meeting; acceleration on certain sale/death/disability events |
| Director RSUs held (as of 12/31/2024) | 12,024 RSUs | Outstanding director equity count disclosed in footnote |
| Legacy awards from prior employment (continuing to vest) | 119,426 options; 23,516 RSUs; 125,418 PSUs | Awards granted in prior COO role; he continues to vest under their terms |
Note: Director equity is primarily time‑based. The company also uses PSU designs for executives (e.g., relative TSR programs), but Mr. Melnikov’s continuing PSUs are legacy executive awards; the proxy does not restate their specific metrics here .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company boards/interlocks disclosed for Mr. Melnikov |
- Compensation Committee interlocks: FY2024 committee members were Aldrich, Pearce, Wagner, and Simonov; no interlocks reported and Mr. Melnikov was not a member .
Expertise & Qualifications
- Former Semrush COO with domain expertise in online visibility management, search engine optimization, and SaaS operations .
- Advanced technical education (M.S. in Radio Engineering, St. Petersburg Electrotechnical University) .
- Long-tenured insider perspective (director since 2012) .
Equity Ownership
| Holding | Amount |
|---|---|
| Class A common stock | 18,932,026 shares (14.9% of Class A outstanding) |
| Class B common stock | 7,387,995 shares (35.1% of Class B outstanding) |
| Total voting power | 27.5% (Class B carries 10 votes/share) |
| Ownership structures | Interests held directly and via Min Choron LLC and several Melnikov family trusts (including GRATs); trustees/managers disclosed in footnote |
Additional alignment and restrictions:
- Share ownership guidelines: Non‑employee directors must hold ≥3x annual cash retainer; company states all applicable officers/directors met obligations as of Dec 31, 2024 .
- Hedging/pledging: Company policy prohibits hedging and pledging of company shares .
Insider Filings
| Item | Detail |
|---|---|
| Late Section 16 filings | Two late Form 4 filings in FY2024 related to three transactions were reported for Mr. Melnikov |
Governance Assessment
Key positives
- Deep operating knowledge of Semrush’s business and the SEO/SaaS domain enhances board context on product, go‑to‑market, and operational risks .
- Strong ownership alignment; significant equity stake and director ownership guidelines met, with anti‑hedging/anti‑pledging guardrails in place .
- Attendance threshold met in FY2024, indicating baseline engagement .
Risk indicators and potential conflicts
- Not independent under NYSE rules due to insider status; combined with 27.5% voting power, this concentrates influence and may weigh on board independence metrics .
- Continues to vest in legacy executive equity (options, RSUs, PSUs) from prior COO service while serving as a non‑employee director—this can blur pay‑for‑performance incentives between management and board roles if not carefully managed .
- Two late Section 16 filings in 2024 are a process red flag; while not uncommon, repeated tardiness can concern governance‑sensitive investors .
- No committee assignments; while not inherently negative, it limits direct oversight roles (e.g., audit/comp/nom‑gov) for a highly influential shareholder‑director .
Other notes
- First Say‑on‑Pay and Say‑on‑Frequency proposals are on the 2025 ballot; results were not yet available at the time of the proxy, so no shareholder feedback trend exists yet .
- Related‑party transactions: The proxy outlines policies and provides general relationships; it does not describe specific related‑person transactions involving Mr. Melnikov during the period reviewed .
Overall implication for investors
- Expect strong continuity and product/market insight from a long‑tenured former COO with material skin‑in‑the‑game, but factor in independence and concentration risks given his insider status, voting power, and ongoing vesting of legacy executive awards. Enhance diligence around board oversight balance and monitoring of related‑party safeguards and Section 16 compliance processes .