Gregory Scott Brown
Sprout SocialAbout Gregory Scott Brown
Gregory Scott Brown is an independent, non-employee director of Sprout Social, Inc. (SPT), elected as a Class II director on November 11, 2025, with a term expiring at the 2027 annual meeting. He previously served as CEO of Udemy Inc. (Feb 2023–Mar 2025) and President of Udemy Business (2020–2023); age 56 as of August 2025. Education not disclosed in SPT filings; public biographies list a BS in Business Administration (Marketing) from California Polytechnic State University–San Luis Obispo.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Udemy, Inc. | Chief Executive Officer | Mar 1, 2023 – Mar 12, 2025 | Led transition to enterprise learning platform; AI upskilling focus |
| Udemy, Inc. | President (Udemy Business) | 2020 – 2023 | Scaled SaaS enterprise GTM; drove growth in enterprise learning |
| Reflektive | Chief Executive Officer | 2019 – 2020 | Led performance/engagement platform |
| Blackhawk Network | SVP, International | 2017 – 2019 | Built international operations |
| Achievers | Chief Revenue Officer | 2013 – 2017 | Scaled enterprise sales |
| Extole | Chief Revenue Officer | 2011 – 2013 | Led GTM and revenue strategy |
| Mindjet | VP, WW Sales & Services | 2009 – 2011 | Enterprise sales leadership |
| PivotLink | SVP Sales & Alliances | 2007 – 2009 | BI alliances and sales |
| WebEx | VP Sales, EMEA | 2005 – 2007 | International sales leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Udemy, Inc. | Director (joined with CEO appointment) | Mar 2023 – status post-CEO transition not disclosed | Board role concurrent with CEO appointment |
| Other public/private boards | Not disclosed in SPT filings | — | No SPT-disclosed interlocks as of appointment |
Board Governance
- Status: Non-employee director; Board reports no related-party transactions under Item 404(a) in his appointment 8-K, supporting independence. Committees for Brown not disclosed at appointment.
- Board structure context: SPT maintains Audit, Compensation, and Nominating & Corporate Governance Committees; all non-employee directors are independent under Nasdaq standards. Current committee chairs are Stanley (Compensation) and Walker (Nominating & Corporate Governance); Audit membership changed in March 2025.
- Lead Independent Director: Peter Barris (appointed April 2024).
- Meeting attendance: Not yet applicable for Brown (appointed Nov 2025).
- Stock ownership guidelines: Non-employee directors must hold 3x annual board cash retainer; compliance measured annually, with a 5-year window from when an individual becomes covered—Brown’s compliance deadline would be year-end 2030.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Member Cash Retainer | $35,000 | Payable quarterly in arrears; pro-rated for partial quarters |
| Audit Committee Chair | $20,000 | Additional annual cash if chair |
| Lead Independent Director | $15,000 | Additional annual cash |
| Compensation Committee Chair | $15,000 | Additional annual cash |
| Nominating & Corporate Governance Chair | $12,000 | Additional annual cash |
| Audit Committee Member (non-chair) | $10,000 | Additional annual cash |
| Compensation Committee Member (non-chair) | $7,500 | Additional annual cash |
| Nominating & Corporate Governance Member (non-chair) | $7,500 | Additional annual cash |
Notes:
- Brown will receive compensation per the Non-Employee Director Compensation Policy disclosed in SPT’s April 8, 2025 proxy; specific committee assignment fees TBD.
Performance Compensation
| Award Type | Grant Date | Shares/Units | Fair Value/Policy | Vesting Schedule | Change-in-Control Terms |
|---|---|---|---|---|---|
| Initial Director RSU (policy) | On appointment | N/A | $360,000 grant-date value | 1/3 at 1st anniversary; remaining vest quarterly in 1/12ths thereafter | Full acceleration upon change in control per 2019 plan |
| Annual Director RSU (policy) | Annual | N/A | $180,000 grant-date value | Generally vests in full immediately prior to next annual meeting | Full acceleration upon change in control per 2019 plan |
| RSU grant to Brown | Nov 17, 2025 | 37,422 | Not disclosed | 1/3 on Nov 17, 2026; remainder vest each quarterly anniversary; fully vested Nov 17, 2028 | RSUs do not expire; standard non-employee director terms |
Performance metrics tied to director compensation: None disclosed; director equity is time-based for retention and alignment.
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock with SPT | Notes |
|---|---|---|---|
| Udemy, Inc. | Director (with CEO appointment) | None disclosed | No SPT-related transactions; Brown exited CEO role Mar 12, 2025 and served as consultant through Dec 31, 2025 |
Expertise & Qualifications
- Senior software operator with >20 years in enterprise SaaS, global GTM, and subscription businesses; CEO experience at Udemy and Reflektive; SVP International at Blackhawk; CRO roles at Achievers/Extole; VP/EMEA leadership at Mindjet/WebEx.
- Public remarks emphasize AI-driven upskilling and multi-modal enterprise learning; cited strong demand for generative AI training across industries.
Equity Ownership
| Category | Amount/Detail |
|---|---|
| RSUs beneficially owned (Form 3) | 37,422 RSUs granted Nov 17, 2025 |
| Vested vs. unvested | 0 vested at grant; 12,474 vest Nov 17, 2026; remaining 24,948 vest quarterly; fully vested Nov 17, 2028 |
| Ownership as % of Class A outstanding (record date) | RSU-equivalent ~0.07% of Class A (37,422 / 51,845,950); RSUs are not outstanding until settlement |
| Pledging or hedging | None disclosed |
| Stock ownership guidelines | Required minimum: 3x annual board cash retainer; compliance measured annually; deadline at end of 2030 based on Nov 2025 coverage date |
Insider Trades
| Filing | Date | Transaction | Securities | Notes |
|---|---|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Nov 19, 2025 | Initial filing upon board election | 37,422 RSUs reported; director relationship marked | Power of Attorney filed; RSUs vest through Nov 17, 2028 |
Governance Assessment
- Independence and conflicts: Election disclosed with no arrangements/understandings and no related-party transactions under Item 404(a)—positive signal for independence; committee assignments pending.
- Director pay structure: Cash retainer is modest; equity is time-based RSUs with CIC acceleration (common but can be a governance sensitivity if CIC discussions arise).
- Ownership alignment: Form 3 RSUs provide material alignment; SPT’s stock ownership guidelines require 3x cash retainer within a five-year period, with enforcement mechanisms for shortfalls.
- Attendance/engagement: Not yet observable; board maintains periodic self-evaluations and active committee cadence (e.g., Compensation held six meetings in FY2024), indicating structured governance processes.
- RED FLAGS: None identified specific to Brown—no related-party transactions, no disclosed pledging/hedging. Watch-list item: director equity vests on time-based schedule and accelerates on change-in-control; monitor for transaction timing or repricing risk if market conditions deteriorate.
Summary implications: Brown brings relevant SaaS/operator experience and AI upskilling domain context that may enhance board oversight of product/enterprise strategy. Initial equity grant and ownership guidelines support alignment; absence of related-party ties supports investor confidence. Committee placement and future meeting attendance will be important next signals of engagement and board effectiveness.