Peter Barris

About Peter Barris

Peter Barris, age 73, is Sprout Social’s Lead Independent Director (appointed April 2024) and has served on the board since 2011 . He is Chairman Emeritus and a retired General Partner of New Enterprise Associates (NEA), where he specialized in information technology investing; prior to NEA he held senior operating roles at several public companies, including General Electric . Barris holds a B.S. in Electrical Engineering from Northwestern University and an MBA from Dartmouth’s Tuck School of Business; he has been recognized on the Forbes Midas List and by the Washington Tech Council and Washington Business Hall of Fame .

Past Roles

External Roles

Board Governance

• Independence: Barris is an independent director under Nasdaq standards .
• Roles: Lead Independent Director (appointed April 2024) with responsibilities to coordinate non‑management sessions and serve as liaison to the Executive Chair; member of the Audit Committee and Nominating & Corporate Governance Committee .
• Committee structure and cadence:
  • Audit Committee: Collins (Chair), Barris, Walker; held 4 meetings in FY2024 .
  • Compensation Committee: Stanley (Chair effective Mar 31, 2025), Collins, Moskowitz; held 6 meetings in FY2024 .
  • Nominating & Corporate Governance: Walker (Chair), Barris, Stanley; held 3 meetings in FY2024 .
• Attendance: Board held 10 meetings in FY2024; each director attended at least 75% of board and applicable committee meetings; four directors attended the 2024 annual meeting .
• Say-on-pay signal: 2024 say‑on‑pay received 98% support; 2025 say‑on‑pay vote counts were For: 90,162,071; Against: 1,143,466; Abstain: 2,409,820; Broker non‑votes: 3,569,550 .

Fixed Compensation

Performance Compensation

Note: Director equity awards are time-based and not tied to performance metrics; the company’s Clawback Policy applies to officers’ incentive compensation, not generally to non-employee director RSUs .

Other Directorships & Interlocks

Expertise & Qualifications

• Finance and technology investing expertise with over three dozen IT investments reaching IPOs or successful mergers; senior operating experience at public companies including GE .
• Committee leadership experience (Tempus AI Compensation Chair; Audit member), strengthening oversight of pay and financial reporting .
• Recognitions: Forbes Midas List; Washington Tech Council Hall of Fame; Washington Business Hall of Fame .
• Academic credentials: BSEE (Northwestern); MBA (Tuck) .

Equity Ownership

(*) Table indicates less than 1% ownership and voting power for Barris; RSUs vesting within 60 days counted in beneficial ownership per SEC rules .

Governance Assessment

• Strengths: Independent Lead Director role; active membership on Audit and Nominating committees; high shareholder support on pay (98% in 2024); robust stock ownership guidelines with confirmed compliance; insider trading policy prohibits hedging; formal clawback policy for officers; annual board and committee self‑evaluations .
• Compensation alignment: Director pay is balanced between modest cash retainers and time‑vested RSUs; change‑in‑control acceleration is standard for director equity; no meeting fees or perquisites disclosed for directors .
• Conflicts/Related-party exposure: No related‑party transactions since Jan 1, 2024; compensation committee interlocks none; independent compensation advisor engaged for executive pay (Compensia) .
• Attendance/Engagement: Board and committees met regularly (10 board; 4 audit; 6 compensation; 3 nom/gov in FY2024) with directors meeting the 75% attendance threshold; four directors attended the 2024 annual meeting .

Year-over-Year Director Compensation Mix (Barris)

Cash increased in 2024 due to Lead Independent Director role; equity grant value remained effectively flat, consistent with the annual $180k director RSU policy .