Trynka Shineman Blake
About Trynka Shineman Blake
Independent director at Semrush Holdings, Inc. since November 2020; age 51. Former CEO and President of Vistaprint (Cimpress) and seasoned marketing/e-commerce operator. Education: BA in Psychology (Cornell) and MBA (Columbia Business School). Current external public board service includes TripAdvisor (since 2019). She brings CEO-level operating depth and digital marketing expertise to SEMR’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vistaprint (Cimpress) | CEO; President; senior marketing leadership | CEO 2017–2019; President 2014–2017; marketing roles since 2004 | Scaled global e‑commerce, customer-centric transformation |
| PreVision Marketing | Senior roles | Prior to Vistaprint (dates not specified) | Analytics/marketing background |
| UBM plc; Ally Financial | Public company director | Ally 2018–2022; UBM (prior) | Governance experience across sectors |
Vistaprint experience is emphasized as core qualification for SEMR given SEMR’s SMB/SaaS marketing customer base .
External Roles
| Company | Role | Since/Through | Notes |
|---|---|---|---|
| TripAdvisor (NASDAQ: TRIP) | Director | Since 2019 (active) | Named among board participants in TRIP filings |
| Ally Financial (NYSE: ALLY) | Director | 2018–2022 | Completed prior service |
| Captura (formerly ImageQuix) | Director | Since 2022 | Private company board |
| Steer | Director | Since 2024 | Private/non-profit board |
| Twist Bioscience (NASDAQ: TWST) | Director | Appointed Aug 6, 2025 | Audit committee member per press release |
Board Governance
- Independence: Determined independent under NYSE and SEC rules .
- Committee assignments (FY2024–2025):
- Nominating & Corporate Governance: Chair; 4 meetings in FY2024 .
- Talent & Compensation: Member effective Feb 22, 2025; 6 meetings in FY2024 (committee overall) .
- Audit: Member FY2024; resigned March 2025; audit committee held 6 meetings FY2024 .
- Attendance/engagement: Board held 9 meetings FY2024; each director attended at least 75% of board and committee meetings; all directors attended 2024 annual meeting .
- Executive sessions: Non‑management directors meet in executive session regularly; Chair presides .
- Lead Independent Director: Not required presently given independent Chair .
Fixed Compensation
| Component | Amount/Terms | FY |
|---|---|---|
| Board cash retainer | $35,000 (member) | 2024 |
| Audit Committee cash | $10,000 (member; other than chair) | 2024 |
| Nominating & Corporate Governance cash | $8,000 (chair) | 2024 |
| Total cash fees paid (SEMR) | $53,000 | 2024 |
| Annual equity grant | $182,500 grant-date value; RSU or options; vests in full at earlier of first anniversary or next annual meeting | 2024 |
| Total director compensation | $235,500 | 2024 |
Vesting detail: Initial director grant $250,000 (if applicable); annual grant $182,500; annual grant vests one year or at next annual meeting; full acceleration upon sale event/death/disability .
Performance Compensation
| Performance Metric | Weight/Target | Disclosure |
|---|---|---|
| Performance-conditioned pay elements for directors | N/A | No performance metrics tied to director compensation; equity awards are time-based per policy |
Other Directorships & Interlocks
- Compensation committee interlocks: None disclosed; no SEMR executive served on boards/comp committees of entities with SEMR executives on SEMR’s comp committee in the past year .
- Potential conflicts: No related‑party transactions disclosed involving Ms. Blake in FY2024 section; audit committee reviews/approves related‑party transactions under formal policy .
- Code of Conduct: No waivers in FY2024 .
Expertise & Qualifications
- CEO/COO/CMO experience; digital marketing and SMB/enterprise SaaS go‑to‑market .
- Public board governance (TripAdvisor; Ally) and audit committee familiarity .
- Operational and strategic planning expertise; HR leadership exposure per board skills matrix .
Equity Ownership
| Holding Type | Quantity | Status | As-of |
|---|---|---|---|
| Class A shares | 38,407 | Beneficially owned; <1% of outstanding | March 31, 2025 |
| Class B options | 60,000 | Will become exercisable within 60 days of March 31, 2025 | March 31, 2025 |
| RSUs (outstanding) | 12,024 | Outstanding as of Dec 31, 2024 | Dec 31, 2024 |
Ownership alignment policies:
- Share Ownership Retention Policy: Directors must hold ≥3x annual cash retainer by the later of Dec 31, 2024 or 5 years from becoming subject; share-retention obligations apply if below threshold; as of Dec 31, 2024, each officer and director owns sufficient shares to meet policy obligations .
- Anti-hedging/anti-pledging: Prohibited for directors; policy restricts short sales, derivatives, margin pledging .
- Insider filings: No late Section 16(a) reports identified for Ms. Blake in FY2024/FY2025 delinquency disclosures; certain others had late filings .
Say‑On‑Pay & Shareholder Feedback (SEMR 2025 Annual Meeting Results)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation (Say‑on‑Pay) | 249,497,414 | 648,506 | 57,402 | 48,514,419 |
| Preferred frequency of future Say‑on‑Pay | 1 Year: 248,808,608; 2 Years: 3,423; 3 Years: 1,342,807; Abstain: 48,484; Broker Non‑Votes: 48,514,419 |
Approval indicates high investor support for SEMR’s pay practices and annual advisory cadence .
Governance Assessment
- Board effectiveness: Active chairing of nominating/governance, prior audit committee service, and new role on talent & compensation reinforce strong oversight across key governance domains .
- Independence and attendance: Independent status, robust meeting participation expectations, and documented committee activity support investor confidence .
- Alignment: Director equity is time-based with share ownership/retention requirements; hedging/pledging prohibited; aggregate holdings <1% mitigate undue influence while ensuring alignment .
- Compensation structure: Market-standard mix (cash retainers + annual equity), no meeting fees, and vesting aligned to annual meeting cadence; no performance-conditioned director pay—consistent with governance best practice .
Red Flags:
- None identified specific to Ms. Blake: no related‑party transactions disclosed, no hedging/pledging, no tax gross‑ups; committee interlocks not present .
Potential Signals:
- Expanded external board portfolio (including TWST appointment) underscores market recognition; monitor workload/overboarding risk if responsibilities increase materially, though current SEMR disclosures do not indicate attendance shortfalls .