Dylan Pearce

About Dylan Pearce

Dylan Pearce (age 43) has served on Semrush’s Board since March 2018; he is a Partner at Greycroft Partners (joined 2014) and holds an MBA from Wharton and a BS from USC, with expertise in software and internet companies . He is an independent director and a member (not chair) of the Talent & Compensation Committee and the Nominating & Corporate Governance Committee; his Board tenure is ~7 years per the skills matrix .

Past Roles

External Roles

Board Governance

• Independence and roles: Pearce is independent; current committee assignments: Talent & Compensation (member), Nominating & Corporate Governance (member) .
• Attendance: In FY2024, the Board held 9 meetings; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
• Compensation Committee structure: FY2024 T&C Committee members were Steven Aldrich (Chair from Feb 22, 2025), Dylan Pearce, William Wagner (Chair during FY2024 until Feb 22, 2025 when he became CEO), and Roman Simonov (resigned Feb 2024); committee held 6 meetings .
• Interlocks: For FY2023, no compensation committee interlocks or insider participation; no Semrush executive officer served on another company’s board where a Semrush director was an executive .
• Independent advisor: Compensia served as independent compensation consultant in 2024; committee affirmed independence and no conflicts .
• Executive sessions and guidelines: Non-management directors meet in executive session per governance guidelines; all committee members must be independent under NYSE standards .

Committee Memberships and Roles

Fixed Compensation (Director)

• Policy context: Standard non-employee director cash retainers (amended April 2024) — Board member $35,000; Audit member $10,000/chair $20,000; Talent & Compensation member $6,250/chair $15,000; Nominating & Governance member $4,000/chair $8,000; additional retainers for Independent Chair ($27,500) and Lead Independent Director ($15,000) .
• Equity policy: Initial grant $250,000 value (options/RSUs) with 1/3 vest at earlier of 1 year or next AGM, balance monthly over two years; annual grant $182,500 value vesting at earlier of 1 year or next AGM; full acceleration on sale event or death/disability .

Performance Compensation (Director Equity)

Note: Semrush’s director equity program is time-based, not metric-based; Pearce elected not to receive compensation in FY2023 and FY2024 and held no outstanding director equity awards as of 12/31/2024 .

Other Directorships & Interlocks

Expertise & Qualifications

• Software/internet domain expertise; venture investing background; MBA (Wharton), BS (USC) .
• Board skills matrix tags him with operational/strategic planning experience; Board tenure ~7 years .

Equity Ownership

Additional ownership context:

• Entities affiliated with Greycroft Growth II, L.P. held 8,983,900 Class A shares (7.1%) per 13G/A (Nov 14, 2024) — a 5%+ stockholder; Pearce is a Partner at Greycroft Partners (affiliation context) .
• Share Ownership Retention Policy: independent directors who participate in the non-employee director compensation program must hold at least 3x annual cash retainer; the Company disclosed each officer and director owned sufficient shares as of 12/31/2024 to meet obligations under the policy .

Governance Assessment

• Strengths

  • Independent director with venture/software expertise; active on two key governance committees (T&C and N&CG) .
  • Compensation governance: independent comp consultant (Compensia) confirmed independent; committee independence affirmed; risk assessment processes in place .
  • Attendance/engagement: Directors met 75%+ attendance threshold; all attended 2024 annual meeting .
  • Alignment policies: anti-hedging/anti-pledging enforced; share ownership retention policy in place (3x retainer for independent directors who participate) and company-wide compliance noted .

• Watch items / potential conflicts

  • Significant stockholder affiliation: Greycroft Growth II, L.P. is a 5%+ holder; Pearce is a Greycroft Partner — while the Board deems him independent, investors may monitor recusal practices on matters involving large holders (e.g., registration rights) .
  • Limited direct equity alignment from director pay: Pearce elected to receive no cash or equity compensation in FY2023–FY2024 (no annual RSU/options), reducing the typical director-level pay-for-performance linkage; however, the company states directors/officers met ownership obligations under its policy as of 12/31/2024 .

• No red flags disclosed

  • No related-party transactions involving Pearce disclosed; related-person section primarily references standard investors’ rights and indemnification .
  • No committee interlocks reported in FY2023; T&C Committee independence maintained (with Wagner stepping off upon becoming CEO) .

Citations:

• Biography, age, tenure, education, expertise .
• Committee assignments, independence, attendance .
• Skills/tenure matrix .
• Director compensation policy and amounts .
• Ownership tables and Greycroft 5% holding .
• Anti-hedging/pledging; ownership guidelines; clawback .
• Compensation consultant independence .
• Compensation committee composition, meetings, and interlocks .
• Related party framework .