Steven Collins - Director | Sprout Social (SPT) Executive Profile & Compensation

About Steven Collins

Independent director of Sprout Social (director since 2019), age 60. Former EVP & CFO of ExactTarget and CFO of NAVTEQ; MBA from Wharton and BS in Industrial Engineering from Iowa State. Serves as Audit Committee Chair and Compensation Committee member; designated Audit Committee Financial Expert; classified independent under Nasdaq rules .

Past Roles

Organization	Role	Tenure	Committees/Impact
ExactTarget, Inc.	EVP & Chief Financial Officer	Jun 2011 – Feb 2014	Cross-channel digital marketing company; acquired by Salesforce
NAVTEQ Corporation	Senior Vice President & Chief Financial Officer	2003 – 2011	Previously VP Finance and SVP Finance & Accounting

External Roles

Organization	Ticker	Role	Tenure	Committees/Impact
nCino, Inc.	NCNO	Director	Current	Not disclosed
Paycor HCM, Inc.	PYCR	Director	Current	Not disclosed
Private software company	—	Director	Current	Not disclosed
Instructure, Inc.	INST	Director	Prior 5 years	Not disclosed

Board Governance

Independence: Independent director; meets Rule 10A-3 audit committee independence standards .
Committee assignments: Audit Committee Chair (financial expert); Compensation Committee member .
Attendance/engagement: Board held 10 meetings in 2024; each director attended at least 75% of board/committee meetings; audit committee held 4 meetings; compensation committee held 6 meetings; 4 directors attended the 2024 annual meeting .
Leadership structure: Lead Independent Director role established; executive chair separate from CEO; independent directors comprise majority .
Shareholder votes (signals of support):
- 2025 director election: Collins received 88,062,201 For, 5,653,156 Withheld (~94.0% support of votes cast) .
- 2025 Say-on-Pay: 90,162,071 For, 1,143,466 Against, 2,409,820 Abstain; approval ~98.8% of votes cast .
- 2024 Say-on-Pay approval: 98% .

Item	2024	2025
Board meetings held	10	—
Audit Committee meetings	4	—
Compensation Committee meetings	6	—
Say-on-Pay approval (%)	98%	90,162,071 For; 1,143,466 Against; 2,409,820 Abstain
Collins election votes	—	88,062,201 For; 5,653,156 Withheld

Fixed Compensation

Cash retainer structure (policy):
- Board member: $35,000; Audit Chair: $20,000; Compensation Committee member: $7,500; Audit member: $10,000; Lead Independent Director: $15,000; Nominating Chair: $12,000; Nominating member: $7,500 .
2024 cash received: $62,500 (Board retainer $35,000 + Audit Chair $20,000 + Compensation Committee member $7,500) .

Year	Cash Fees ($)	Breakdown
2022	62,500	Board $35,000; Audit Chair $20,000; Comp. member $7,500
2023	62,500	Board $35,000; Audit Chair $20,000; Comp. member $7,500
2024	62,500	Board $35,000; Audit Chair $20,000; Comp. member $7,500

Performance Compensation

Equity grants (policy): Annual RSU grant valued at $180,000; vests fully immediately prior to the next annual meeting; new director initial RSU $360,000 with 1/3 on first anniversary and 1/12 quarterly thereafter; full acceleration on change in control under the 2019 Plan .
2024 equity received: Stock awards $179,977; as of 12/31/2024 Collins held 5,612 unvested RSUs (same for all non-employee directors except Rankin) .

Grant Type	Grant Date	Grant Value ($)	Units/Status	Vesting	Change-in-Control
Annual RSU	2024	179,977	5,612 unvested RSUs (as of 12/31/2024)	Vests before next annual meeting	Full acceleration upon change in control

Other Directorships & Interlocks

Compensation committee interlocks: None; no executive officer serves on compensation committees of companies with reciprocal relationships to SPT’s board .
Related-party transactions: Company reports no related-person transactions since Jan 1, 2023 meeting the $120,000 threshold (none involving Collins) .

Expertise & Qualifications

Financial leadership: Former CFO roles at ExactTarget and NAVTEQ; designated Audit Committee Financial Expert .
Industry experience: Software and digital marketing; extensive finance and software industry background .
Education: MBA (Wharton), BS Industrial Engineering (Iowa State) .

Equity Ownership

Metric	Value	Notes
Beneficial ownership (Class A)	92,485 shares; <1%	As of March 28, 2025; percent of total voting power <1%
Unvested RSUs held	5,612	As of Dec 31, 2024; standard for non-employee directors (excl. Rankin)
Ownership guidelines	3x annual cash retainer	Applies to non-employee directors
Guideline compliance	In compliance as of Dec 31, 2024	“Other members of the board” (including Collins) compliant
Hedging policy	Hedging prohibited	Insider Trading Policy bans hedging transactions
Pledging	Not disclosed	No pledging disclosures found in proxy

Governance Assessment

Strengths
- Independent Audit Chair with financial expert designation; active committee cadence (Audit 4; Compensation 6) supports oversight quality .
- Strong shareholder support for Collins’ re-election (~94% of votes cast) and very high say-on-pay approval (~98–99%), signaling confidence in governance and compensation practices .
- Clear director ownership guidelines (3x cash retainer) and confirmed compliance; hedging prohibited, aligning director incentives with shareholders .
- No related-party transactions involving Collins; no compensation committee interlocks .
Watch items
- Staggered board and dual-class structure (Class B carries 10 votes per share) can entrench control and dilute Class A influence; investors should monitor alignment under this structure .
- Board attendance disclosure is aggregate (“≥75%”) rather than individual-level; while standard, it limits granular assessment of Collins’ personal attendance (committee meeting counts partially offset) .
Overall view: Collins brings deep finance expertise and credible external board experience (NCNO, PYCR). His role as Audit Chair, independence, and shareholder support contribute positively to board effectiveness, with minimal conflict risk identified in disclosed filings .