J. William Gurley
Stitch FixAbout J. William Gurley
J. William (Bill) Gurley, age 59, is an independent director of Stitch Fix, Inc. and a General Partner at Benchmark, which he joined in 1999. He has served on the Stitch Fix Board since August 2013; his background includes roles as a partner at Hummer Winblad Venture Partners, a research analyst at Credit Suisse First Boston, and a design engineer at Compaq. He holds a B.S. in Computer Science (University of Florida) and an M.B.A. (University of Texas) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Benchmark Capital | General Partner | Since 1999 | Investor and board-level operator across technology companies |
| Hummer Winblad Venture Partners | Partner | Prior to 1999 | Early-stage software investing |
| Credit Suisse First Boston | Research Analyst | Prior | Technology equity research |
| Compaq Computer Corporation | Design Engineer | Prior | Engineering role at a major hardware company |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Nextdoor Holdings, Inc. | Director | Since Nov 2021 | Public company board experience |
| Zillow Group, Inc. | Director | Since Jan 2024; previously 2005–2015 | Returned to board in 2024 |
Board Governance
- Independence: The Board determined Gurley is independent under Nasdaq rules .
- Committee assignments (FY2025): Chair, Nominating & Corporate Governance; served on Audit Committee for part of FY2025 and resigned effective Dec 17, 2024 .
- Meeting activity: Board met 5 times in FY2025; each director attended at least 75% of Board and committee meetings for their service period; committee meetings held—Audit (6), Compensation (6), Nominating & Governance (2) .
- Board leadership and engagement: Executive Chair is Katrina Lake; Lead Independent Director is Sharon McCollam. Lead independent responsibilities include setting agendas for independent sessions and coordinating committee updates, supporting effective independent oversight .
- Governance remit of Gurley’s committee: Nominating & Governance oversees director recruitment, board evaluations, leadership structure, governance guidelines, code of conduct, and insider trading policy .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Cash fees paid | $110,000 | Actual “Fees Earned or Paid in Cash” for Gurley |
| Policy reference | $100,000 annual retainer; $10,000 chair fee (Nominating & Governance); $10,000 Audit member; $7,500 Comp member; $5,000 Nominating member; $20,000 Audit chair; $15,000 Comp chair; $10,000 Lead Independent Director | Policy schedule (paid quarterly, pro-rated) |
Performance Compensation
| Grant Type | FY2025 Grant Date Policy | Gurley’s FY2025 Equity Value | Vesting / Metrics |
|---|---|---|---|
| RSUs (annual) | RSU grant with aggregate value of $175,000 at each annual meeting | $194,677 (ASC 718 grant-date fair value) | Vests on earlier of 1 year from grant or next annual meeting; time-based (no performance metrics) |
No performance metrics are attached to non-employee director RSUs; awards are time-based and intended to align directors with shareholders .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Note |
|---|---|---|
| Nextdoor Holdings, Inc. | Director | Governance network exposure in consumer/tech ecosystem |
| Zillow Group, Inc. | Director | Governance network exposure; prior 2005–2015 service adds continuity |
No related-party transactions involving Gurley or Benchmark were disclosed in FY2025; the only related-person transaction disclosed pertained to a family member of the Executive Chair (not Gurley) and was approved under the Related-Person Transactions Policy .
Expertise & Qualifications
- Venture capital investing and technology company governance experience as a Benchmark GP; extensive public tech board service .
- Nominating & Governance leadership (committee chair), overseeing board composition, evaluations, governance documents, and policies .
- Prior analytical and engineering experience (equity research, hardware engineering) supports technical and financial literacy in oversight roles .
Equity Ownership
| Holder/Form | Class A Shares | % Class A | Class B Shares | % Class B | % Total Voting Power | Notes |
|---|---|---|---|---|---|---|
| J. William Gurley (incl. Benchmark entities) | 3,260,999 | 2.71% | 3,587,821 | 23.07% | 14.27% | Beneficial ownership includes Benchmark funds; see breakdown below |
| Breakdown – Direct/LP/RSUs | 2,149,762 (direct) | — | — | — | — | Direct Class A held by Gurley |
| Breakdown – LP interests | 69,371 (via LPs controlled by Gurley) | — | — | — | — | Class A via LPs |
| Breakdown – RSUs (within 60 days) | 41,866 (RSUs vesting within 60 days) | — | — | — | — | Included in beneficial total |
| Benchmark Capital Partners VI & VII | — | — | 853,407 (VI); 2,734,414 (VII) | — | — | Gurley is a managing member of the GPs and may be deemed to share voting power |
| Benchmark Capital Partners IX | 1,000,000 | — | — | — | — | Gurley is a managing member of the GP and may be deemed to share voting power |
- Stock ownership guidelines: Non-employee directors must hold the lesser of 4× annual retainer or 80,000 shares within 5 years; all covered individuals are compliant or within the compliance window .
- Hedging/pledging: Company policy prohibits hedging and pledging of Company securities by directors and employees .
Insider Trades and Section 16 Compliance
| Item | Date | Detail |
|---|---|---|
| Late Section 16 filing | Dec 19, 2024 | Due to administrative delay, a Form 4 for Mr. Gurley was filed late; Company otherwise reported timely compliance for FY2025 |
Governance Assessment
- Independence and leadership: Gurley is an independent director and chairs the Nominating & Governance Committee, a key governance node; he also served on the Audit Committee during part of FY2025, supporting oversight breadth .
- Engagement: The Board met 5 times; each director met the 75% attendance threshold, and committees met regularly (Audit 6; Comp 6; Nominating 2), indicating an active governance cadence .
- Ownership alignment: Significant beneficial ownership and influence through Benchmark-affiliated holdings (14.27% total voting power attributed to Gurley’s beneficial position, including Benchmark funds), plus time-based RSU grants and stock ownership guidelines, support alignment with shareholder interests .
- Compensation structure: Director pay mix balances cash retainer/committee fees with annual RSUs that vest over a year, with no perquisites, consistent with market norms; Gurley received $110,000 cash and $194,677 in RSUs in FY2025 .
- Conflicts and related-party exposure: No related-party transactions involving Gurley were disclosed for FY2025; the company maintains a formal related-person transactions policy overseen by the Audit Committee .
- Policies and safeguards: Anti-hedging/pledging policy, stock ownership guidelines, and an SEC/Nasdaq-compliant clawback policy reinforce alignment and compliance .
- Risk indicators: A late Form 4 filing for Gurley in Dec 2024 is a minor administrative lapse; otherwise no governance red flags (e.g., hedging/pledging, related-party deals, or investigations) were disclosed .
RED FLAGS: Limited—only one administrative late Form 4 was noted (Dec 19, 2024) . No pledging, hedging, or related-party transactions involving Gurley were disclosed; ownership guidelines and prohibitions are in place .