Karen Walker
Sprout SocialAbout Karen Walker
Karen Walker (age 63) is an independent director of Sprout Social (SPT) serving since August 2019; she chairs the Nominating & Corporate Governance Committee and is a member of the Audit Committee . In 2024 the board held 10 meetings, and each director attended at least 75% of board and committee meetings; the Audit Committee held 4 meetings, Compensation 6, and Nominating & Governance 3 . Walker holds a Bachelor’s degree with joint honors in chemistry and business studies from Loughborough University and an honorary Doctorate of Business Administration from Sunderland University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intel Corporation (NASDAQ: INTC) | Chief Marketing Officer & SVP | Sep 2019 – Feb 2023 | Led global marketing; recognized as Top 10 Most Influential CMO (2017, 2019) |
| Cisco Systems, Inc. (NASDAQ: CSCO) | SVP & Chief Marketing Officer | 2009 – Jul 2019 | Built award-winning digital marketing foundation recognized by Oracle/Martech |
| Hewlett-Packard, Inc. (NYSE: HPE) | VP Strategy & Marketing (Consumer Digital Entertainment, Personal Systems) | Prior to Cisco (dates not specified) | Strategy and marketing leadership |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Goldman Sachs & Co. LLC (Merchant Banking) | Operating Partner, Value Accelerator Practice | Feb 2023 | Operating partner role; potential financial-industry exposure |
| Eli Lilly and Company (NYSE: LLY) | Strategic Advisor (Digital & Commercialization) | Apr 2025 | Advisor role (current); prior board member within last five years |
| Salvation Army Advisory Board of Silicon Valley | Board Member | Not specified | Community engagement |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent under Nasdaq listing standards |
| Committees | Audit (member); Nominating & Corporate Governance (Chair) |
| Audit Committee Composition (as of Mar 31, 2025) | Steven Collins (Chair), Peter Barris, Karen Walker |
| Audit Committee Expertise | All members financially literate; Collins is “audit committee financial expert” |
| Board Meetings/Attendance | Board held 10 meetings in FY2024; each director ≥75% attendance; 4 members attended the 2024 annual meeting |
| Committee Meeting Counts (FY2024) | Audit: 4; Compensation: 6; Nominating & Governance: 3 |
| Lead Independent Director | Peter Barris appointed Lead Independent Director in Apr 2024 |
| Governance Policies | Stock Ownership Guidelines (directors: ≥3x annual board cash retainer); Code of Ethics; Insider Trading Policy; Clawback Policy (officers) |
| Say-on-Pay (2025) | Approved: For 90,162,071; Against 1,143,466; Abstain 2,409,820; Broker Non-Votes 3,569,550 |
Fixed Compensation
| Component (2024 policy) | Amount ($) | Notes |
|---|---|---|
| Board Member annual cash retainer | 35,000 | Standard for all non-employee directors |
| Audit Committee Member (non-Chair) | 10,000 | Walker served as member |
| Nominating & Corporate Governance Chair | 12,000 | Walker served as Chair |
| 2024 Cash Fees Earned (Walker) | 57,000 | Sum aligns with role-based retainers |
| 2024 Director Stock Awards (Walker) | 179,977 | RSU grant-date fair value (ASC 718) |
| 2024 Total Director Compensation (Walker) | 236,977 | Cash + equity |
Performance Compensation
| Element | Structure | Terms |
|---|---|---|
| Annual RSU for Directors | Time-based, not performance-linked | $180,000 grant value; generally vests in full immediately prior to the next annual meeting following grant |
| Initial RSU for new Directors | Time-based | $360,000 grant; vests 1/3 at 1-year, then 1/12 quarterly thereafter |
| Change-in-Control Treatment | Acceleration | RSUs accelerate and vest in full upon a change in control (per 2019 Equity Incentive Plan) |
| Unvested RSUs (as of Dec 31, 2024) | 5,612 (each non-employee director, excluding Rankin) | Walker included in cohort |
Note: Non-employee director pay at SPT is not tied to performance metrics (e.g., revenue/EBITDA/TSR); it is structured as cash retainers plus time-based RSUs .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| Eli Lilly and Company (NYSE: LLY) | Prior board member (within last 5 years); current strategic advisor | No related-person transactions (> $120k) disclosed since Jan 1, 2024 |
| Goldman Sachs & Co. LLC | Operating Partner | Financial services affiliation; audit committee reviews related-party transactions; none disclosed |
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Digital marketing leadership | CMO roles at Intel and Cisco; industry recognition by Forbes |
| Strategy & commercialization | Advisor to Eli Lilly on digital/commercialization |
| Governance leadership | Chair, Nominating & Corporate Governance Committee |
| Financial literacy | Audit Committee member; committee meets Nasdaq financial literacy requirements |
| Education | Loughborough (Chemistry & Business), honorary DBA Sunderland |
Equity Ownership
| Date/Source | Class A Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Mar 29, 2023 (DEF 14A) | 48,117 | <1% | Company table; % <1% |
| Mar 28, 2024 (DEF 14A) | 41,553 | <1% | Company table; % <1% |
| Mar 28, 2025 (DEF 14A) | 33,665 | <1% | Company table; % <1% |
Stock Ownership Guidelines (directors must hold ≥3x annual board cash retainer) were adopted Feb 16, 2024; board members were in compliance as of Dec 31, 2024 .
Insider Trades (Form 4 – 2025)
| Transaction Date | Filing Date | Type | Shares | Price ($) | Post-Transaction Direct Holdings | SEC Link |
|---|---|---|---|---|---|---|
| Jan 13, 2025 | Jan 14, 2025 | Sale | 5,000 [“S”] | 30.264 | 30,665 | |
| Apr 14, 2025 | Apr 15, 2025 | Sale | 5,000 [“S”] | 19.417 | 25,665 | |
| May 22, 2025 | May 23, 2025 | Award (RSUs) | 8,298 [“A”] | 0 (RSU award) | 33,963 | |
| Jul 14, 2025 | Jul 15, 2025 | Sale | 5,000 [“S”] | 19.045 | 28,963 |
External coverage corroborates April and July sales and holdings under a Rule 10b5-1 plan .
Fixed Compensation (Director) – Detailed
| Year | Cash Fees (Board + Committees) | RSU Grant Fair Value | Unvested RSUs at YE | Total |
|---|---|---|---|---|
| 2024 | 57,000 | 179,977 | 5,612 | 236,977 |
Policy specifics: Board cash retainer $35,000; Audit member $10,000; Nominating & Governance Chair $12,000; Annual RSU $180,000; Initial RSU $360,000; RSU vesting/acceleration terms per the 2019 Equity Incentive Plan .
Performance Compensation (Director) – Metrics
| Metric Type | Applied to Director Compensation | Disclosure |
|---|---|---|
| Financial/TSR performance metrics | Not applicable | Director RSUs are time-based; no revenue/EBITDA/TSR metrics used |
| Vesting schedule | Annual RSU vests in full prior to next annual meeting; initial RSU vests 1/3 at 1 year, then quarterly | |
| Change-in-control | Full acceleration |
Potential Conflicts or Related Party Exposure
| Area | Assessment | Evidence |
|---|---|---|
| Related party transactions (> $120k) | None disclosed since Jan 1, 2024 | Related Person Transactions section states none |
| Financial industry affiliations | Operating Partner at Goldman Sachs Merchant Banking (since Feb 2023) | Governance policy mandates Audit Committee review; independence under Nasdaq maintained |
| Hedging/Pledging | Hedging prohibited by Insider Trading Policy; pledging not explicitly disclosed | Policy excerpt |
Governance Assessment
- Committee leadership and independence: Chairing Nominating & Corporate Governance and serving on Audit support board effectiveness; independence affirmed by Nasdaq standards .
- Engagement: Board and committee meeting cadence (10 board; 4 audit; 6 compensation; 3 nom/gov) and ≥75% attendance indicate active oversight .
- Ownership alignment: Director Stock Ownership Guidelines require ≥3x annual board cash retainer; board members (including directors) were in compliance as of Dec 31, 2024 .
- Investor confidence signal: Strong 2025 say-on-pay approval supports overall governance/compensation framework (For 90.2M vs. Against 1.1M) .
- Red flags: None material disclosed—no related-party transactions; director equity is time-based rather than performance-linked (typical for directors). Modest periodic sales executed under 10b5-1 plans with transparent Form 4 reporting; volumes are limited and balanced by ongoing RSU awards .