Aaron Rankin
Sprout SocialAbout Aaron Rankin
Aaron Rankin is Sprout Social’s Co-Founder and former Chief Technology Officer; he has been a director since April 2010 and became a non-employee director on October 2, 2024. He is 42 years old and holds Bachelor’s and Master’s degrees in Information Systems from Carnegie Mellon University, with earlier roles at Endeca Technologies (software engineer) and IBM (IT Architect). He is not considered independent under Nasdaq rules due to his founder/executive history.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sprout Social, Inc. | Co-Founder; Chief Technology Officer | Apr 2010 – Dec 2023 | Led technology and product development; deep company-specific expertise. |
| Endeca Technologies, Inc. | Software Engineer | Aug 2006 – Feb 2010 | Enterprise search/data software engineering experience. |
| IBM Corporation | IT Architect | Aug 2004 – Aug 2006 | Systems architecture at global technology leader. |
External Roles
- No other public-company board service for Rankin is disclosed in the proxy.
Board Governance
- Independence: Rankin is not independent; only non-employee independent directors are Barris, Collins, Moskowitz, Stanley, Walker.
- Committees: None; Rankin does not serve on Audit, Compensation, or Nominating & Corporate Governance.
- Attendance: The board met 10 times in 2024; each director attended at least 75% of board and applicable committee meetings. Four directors attended the 2024 annual meeting.
- Tenure: Director since April 2010 (Class III; term up for election in 2025, with nomination for a term ending 2028).
- Board leadership: Lead Independent Director role held by Peter Barris; executive chair is Justyn Howard; non-independent directors (Howard, Rankin, Barretto) do not serve on committees.
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| 2024 Director Fees (Cash) | $8,750 | Pro-rated for Rankin’s service as a non-employee director from Oct 2, 2024. |
| 2024 Director Equity | $0 | Rankin did not receive director equity grants after becoming a non-employee director. |
| 2024 Director Compensation Policy – Annual Cash Retainers | Board Member: $35,000; Audit Chair: $20,000; Lead Independent Director: $15,000; Compensation Chair: $15,000; Nominating Chair: $12,000; Audit Member: $10,000; Compensation Member: $7,500; Nominating Member: $7,500 | Payable quarterly; pro-rated for partial service. |
| 2024 Director Compensation Policy – Equity | Annual RSU grant value $180,000; initial RSU $360,000 for new directors | Annual RSUs vest before the next annual meeting; accelerate on change in control. |
Performance Compensation
| Item | Metric/Design | Rankin 2024 Amounts |
|---|---|---|
| Short-Term Incentive Plan (Company-wide; employees) | Quarterly cash plan tied 70% to Revenue and 30% to Non-GAAP Operating Income; payout grid uses guidance ranges with caps; overall NEO payout was 79% of annual target | Rankin (employee Jan 1–Oct 1, 2024) earned $79,063 under the 2024 STIP. |
| Long-Term Equity (employees) | RSUs time-based: 25% vest at ~1 year, remainder quarterly over 4 years | 2024 RSU grant to Rankin had grant-date fair value $405,073 (as an employee). |
| Vesting/Change-in-Control (directors) | Director RSUs accelerate on change in control per 2019 Plan | Applies to director grants (Rankin had none in 2024 as director). |
Performance metrics detail (Company STIP design):
- Revenue (70% weight): payout ranges from 0% below guidance to 200% at ≥110% of guidance high-end.
- Non-GAAP Operating Income (30% weight): 0% below guidance; 100% at >100% of guidance high-end.
Other Directorships & Interlocks
- None disclosed for Rankin; no interlocks noted.
Expertise & Qualifications
- Carnegie Mellon BS and MS in Information Systems; deep technical and product leadership background.
- Founding executive experience provides company-specific insight; technology executive roles at Endeca and IBM.
Equity Ownership
| Holder | Class A Shares | Class B Shares | % Class B | % Total Voting Power |
|---|---|---|---|---|
| Aaron Rankin | 1,158 | 2,590,605 | 40.93% | 22.50% |
| Directors & Officers (group, 9 persons) | 819,123 | 5,070,669 | 80.11% | 44.75% |
Ownership and alignment:
- Class B shares are convertible into Class A on a one-for-one basis; Rankin’s beneficial Class B holdings are largely through revocable and family trusts (spouse as trustee on certain trusts).
- Stock Ownership Guidelines require non-employee directors to hold ≥3x annual board cash retainer; as of Dec 31, 2024, directors (and executive officers noted) were in compliance.
- No pledging disclosures noted; hedging of company stock is prohibited by Insider Trading Policy.
Governance Assessment
- Independence risk: Rankin is not independent and is a co-founder/former CTO; he does not sit on key oversight committees, limiting formal governance roles and heightening potential influence outside independent oversight.
- Voting control signal: Rankin’s 40.93% of Class B and 22.50% of total voting power contributes to concentrated control among founders, potentially reducing minority shareholder influence; dual-class structure persists.
- Attendance and engagement: Met minimum attendance (≥75%); the board met 10 times in 2024; suggests adequate engagement baseline.
- Compensation alignment: As a director, Rankin received minimal cash ($8,750) and no director equity in 2024; as an employee earlier in 2024 he received time-based RSUs ($405,073 grant-date fair value) and STIP bonus tied to revenue and non-GAAP operating income ($79,063), consistent with company pay-for-performance design.
- Related-party/Conflicts: No related person transactions ≥$120,000 since Jan 1, 2024; audit committee oversees related-party reviews under policy.
- Ownership guidelines: Directors are subject to 3x retainer ownership guideline; compliance affirmed at year-end 2024.
- Say-on-pay context: 98% approval in 2024 indicates broad investor support for executive compensation program; while not director-specific, it reflects governance sentiment.
RED FLAGS
- Non-independence and significant voting power via Class B shares can undermine perceived board neutrality and minority shareholder protections.
- Absence from committees reduces direct participation in audit/compensation/nominating oversight; reliance on independent directors’ structures becomes critical.
Mitigating Signals
- Lead Independent Director structure and fully independent committees may offset some governance concentration risk.
- Formal policies on related-party transactions, hedging prohibitions, and stock ownership guidelines support baseline governance hygiene.