Lily Sarafan
About Lily Sarafan
Independent Class II director since December 4, 2024; age 43. She holds an M.S. in Management Science & Engineering and a B.S. in Science, Technology, & Society from Stanford University, and is designated by the Board as an audit committee financial expert based on experience. She serves on SERV’s Audit and Compensation Committees and is independent under Nasdaq rules. External boards include Instacart (Nasdaq: CART), Thumbtack, Kyo, and Stanford University’s Board of Trustees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TheKey | Co-founder; CEO; Executive Chair | CEO through Dec 2020; Executive Chair since then | Grew one of the largest in-home care networks; recognized EY Entrepreneur of the Year; Fortune 40 Under 40; Aspen Henry Crown Fellow |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Instacart (Nasdaq: CART) | Director | Current | Public company directorship; grocery/on-demand delivery adjacency |
| Thumbtack | Director | Current | Private company |
| Kyo | Director | Current | Private company |
| Stanford University | Board of Trustees | Current | Non-profit/academic governance |
Board Governance
- Independence: Board determined Sarafan (and certain others) are independent under Nasdaq and SEC rules; only CEO (Kashani) and COO (Parang) are non-independent .
- Committees: Audit Committee (Goldberg – Chair; Sarafan; Vincent); Sarafan is an audit committee financial expert; Compensation Committee (Vincent – Chair; Sarafan); Nominating & Governance Committee (Goldberg – Chair) .
- Attendance: FY2024 Board met 7 times; Audit 6; Compensation 3; Nominating/Governance 0. Each incumbent director except Sarfraz Maredia attended at least 75% of Board and applicable committee meetings (Sarafan joined Dec 2024) .
- Election signal: Re-elected June 12, 2025; votes “For” 15,855,432; Withheld 153,861; broker non-votes 17,939,805 .
Fixed Compensation
| Component | Structure | Amount/Terms |
|---|---|---|
| Annual Board Cash Retainer | Fixed cash | $20,000 per year |
| Committee Member Cash Retainer | Fixed cash | $5,000 per committee per year (Audit, Compensation, Nominating & Governance) |
| Meeting Fees | Not disclosed | None disclosed |
| Director Equity (Annual) | RSUs | 20,000 RSUs at each annual meeting, vest earlier of 1-year from grant or next annual meeting; pro-rated for partial quarters; grant delayed absent an effective S-8 |
| Director | FY2024 Cash Fees ($) | FY2024 Stock Awards ($) | Notes |
|---|---|---|---|
| Lily Sarafan | 2,201 | 173,600 | 20,000 RSUs granted Dec 4, 2024; scheduled to vest in full at earlier of next annual meeting or Dec 4, 2025 |
Performance Compensation
| Equity Award | Grant Date | Units | Grant Date Fair Value ($) | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|
| Annual Director RSUs | Dec 4, 2024 | 20,000 | 173,600 | Vest in full at earlier of next annual meeting or Dec 4, 2025 | Time-based; no performance criteria disclosed for directors |
| 2023 Plan Performance Goals (for eligible awards) | Examples |
|---|---|
| Permissible metrics under 2023 Plan (company-wide or unit) | Revenue, operating income, EBITDA, net income, gross margin, operating margin, ROA/ROE, free cash flow, stock price/TSR, EPS, project milestones, financing, cost targets, etc. Director RSUs are time-based (no metrics applied) . |
- Change-in-control terms: For non-employee directors in continuous service until immediately prior to a change in control, any unvested director equity vests in full immediately prior to and contingent upon closing .
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict |
|---|---|---|
| Instacart (CART) | Public; grocery/on-demand delivery | Overlapping sector relationships (on-demand delivery); no SERV Item 404(a) transactions for Sarafan disclosed . |
| Thumbtack; Kyo | Private | No SERV related-party transactions disclosed . |
| Stanford University | Non-profit | Not a commercial conflict . |
Expertise & Qualifications
- Recognitions: EY Entrepreneur of the Year; Fortune 40 Under 40; Women Health Care Executives’ Woman of the Year; Aspen Institute Henry Crown Fellow .
- Financial expertise: Audit committee financial expert designation by the Board .
- Domain experience: Entrepreneurship and operating leadership in home services and on-demand delivery; relevant to SERV’s expansion strategy in robotics-enabled delivery .
Equity Ownership
| Date | Ownership Detail | Shares | Notes |
|---|---|---|---|
| April 14, 2025 | Beneficial ownership | 38,402 | 18,402 common + 20,000 RSUs vesting within 60 days; <1% of outstanding . |
| June 23, 2025 | Form 4 – RSU settlement (Award) | +20,000 | Transaction type “A” (award/grant) of 20,000 common; post-transaction beneficial ownership 58,402 shares; direct ownership . |
- Hedging/Pledging: Company prohibits hedging transactions for directors and employees; pledging not explicitly addressed in policy disclosure. No pledging disclosed for Sarafan .
Governance Assessment
- Strengths: Independent director; Audit and Compensation committee member; designated audit committee financial expert; strong vote support in 2025 election (15.86M “For” vs 0.15M withheld); anti-hedging policy and Dodd-Frank-compliant clawback adopted Oct 2, 2023 .
- Alignment: Director compensation mix is modest cash retainer plus annual RSUs; beneficial ownership increased upon RSU vesting (now 58,402); ownership remains <1% but aligned via annual equity grants .
- Watch items: Change-in-control acceleration of unvested director equity (common in small-cap tech but can be shareholder-sensitive); external board at Instacart may create sector adjacency—monitor for any commercial relationships or information-sharing risks; Board attendance benchmark noted, but Lily joined late in FY2024 (ensure continued engagement) .
- No related-party transactions: 8-K appointment explicitly states no Item 404(a) transactions involving Sarafan; reduces conflict risk .
Director Compensation – Policy and Actuals
| Metric | Value | Notes |
|---|---|---|
| Annual Board Cash Retainer | 20,000 | Paid quarterly in arrears . |
| Committee Cash Retainer (per committee) | 5,000 | Audit/Comp/Nominating each 5,000 . |
| Annual Director RSU Grant | 20,000 | Vest earlier of next annual meeting or 1-year; pro-rated if partial year; grant delayed absent effective S-8 . |
| Lily Sarafan FY2024 Cash Fees | 2,201 | Pro-rated for late-2024 appointment . |
| Lily Sarafan FY2024 Stock Awards | 173,600 | 20,000 RSUs granted Dec 4, 2024 . |
Related Policy Disclosures
- Anti-hedging: Directors prohibited from hedging Company stock .
- Rule 10b5-1: Directors may adopt compliant trading plans; sales may occur around significant events under plan rules .
- Clawback: Compensation Recovery Policy adopted Oct 2, 2023 in line with SEC/Nasdaq rules .
- Compensation committee independence & processes: Independent members; sole authority to engage advisors; oversight of director pay .
RED FLAGS
- Change-in-control acceleration of director equity (full vesting) could be viewed as shareholder-unfriendly by some governance frameworks .
- Sector overlap via Instacart board; monitor for interlocks or transaction exposure (none disclosed to date) .
Signals supportive of investor confidence
- Strong re-election vote in 2025; audit financial expert designation; independent committee roles; anti-hedging and clawback policies in place .