Thomas Stanley - Director | Sprout Social (SPT) Executive Profile & Compensation

About Thomas Stanley

Independent director at Sprout Social (SPT) since June 2021, age 58, and former President & Chief Revenue Officer of Chainalysis (Dec 2021–Sep 2023); previously CRO at Tanium (2019–2021) and senior executive at NetApp (2006–2019). He holds a B.S. in Computer Science from North Carolina State University and an MBA from the Carlton School of Management at the University of Minnesota. He currently chairs SPT’s Compensation Committee (effective March 31, 2025) and serves on the Nominating & Corporate Governance Committee. The board classifies him as independent under Nasdaq rules.

Past Roles

Organization	Role	Tenure	Committees/Impact
Chainalysis, Inc.	President & Chief Revenue Officer	Dec 2021 – Sep 2023	Led go-to-market at a global blockchain data platform
Tanium, Inc.	Chief Revenue Officer	Aug 2019 – Dec 2021	Enterprise-scale security and systems management
NetApp, Inc. (NASDAQ: NTAP)	SVP & GM, Americas (most recent)	Aug 2006 – Sep 2019	Senior sales leadership across Americas

External Roles

Organization	Role	Type
Nasuni, Inc.	Director	Company referenced; not identified as public in SPT proxy
Boys Hope Girls Hope International	Director	Non-profit (as commonly known; proxy lists role only)
North Carolina A&T Real Estate Foundation	Director	Foundation; proxy lists role only

Board Governance

Independence: Classified as independent; only the CEO (Barretto), Executive Chair (Howard) and Co-founder (Rankin) are non-independent.
Committees: Compensation Committee Chair (effective Mar 31, 2025); member, Nominating & Corporate Governance Committee.
Attendance: In 2024, the board met 10 times; each director attended at least 75% of board and committee meetings.
Committee activity levels (2024): Compensation Committee (6 meetings); Nominating & Corporate Governance (3); Audit (4).
Board leadership: Lead Independent Director is Peter Barris; independent directors meet in sessions coordinated by the LID.

Committee	Role	2024 Meetings
Compensation	Member (Chair effective Mar 31, 2025)	6
Nominating & Corporate Governance	Member	3

Fixed Compensation (Non‑Employee Director 2024)

Component	Amount
Cash fees (2024)	$50,000
Equity grant (RSUs, grant-date fair value, 2024)	$179,977
Total 2024 compensation	$229,977

Non‑Employee Director Compensation Policy (2024):

Board retainer $35,000; Compensation Committee member $7,500; Nominating & Corporate Governance Committee member $7,500; Compensation Committee Chair $15,000; Nominating & Corporate Governance Committee Chair $12,000; Audit Committee fees differ.
Annual director RSU grant: $180,000 grant-date value; initial new‑director RSU: $360,000; vesting standard; full acceleration upon change in control per plan.

Performance Compensation

Directors receive time‑based RSUs; no performance‑conditioned equity or cash metrics apply to non‑employee directors.

Element	Metric/Terms	2024 Detail
RSUs	Time‑based vesting; standard annual award for directors	$179,977 grant‑date fair value; unvested RSUs of 5,612 at 12/31/24
Performance metrics tied to director pay	None disclosed	N/A (non‑employee director awards are time‑based)

Change‑in‑control: Director RSUs accelerate and vest in full upon a change in control under the 2019 Equity Incentive Plan.

Other Directorships & Interlocks

Current public company directorships: None disclosed for Thomas Stanley.
Interlocks: Company discloses no compensation committee interlocks or insider participation.

Expertise & Qualifications

Go‑to‑market leadership (CRO/President roles at Chainalysis, Tanium; senior leadership at NetApp).
Software and enterprise sales execution; partnerships and GTM strategy (emphasis in biography).
Education: B.S. Computer Science (NC State); MBA (Carlton School of Management, University of Minnesota).

Equity Ownership

Measure	Amount/Status
Total beneficial ownership (Class A)	15,349 shares (includes 5,612 RSUs vesting within 60 days)
Directly held Class A	9,737 shares
Unvested RSUs outstanding (as of 12/31/24)	5,612
Ownership as % of outstanding	<1% (indicated by “*” in proxy table)
Shares pledged as collateral	Not disclosed; no pledging disclosure noted in proxy
Director stock ownership guideline	3x annual board cash retainer; 5‑year compliance window
Compliance status	As of 12/31/24, all directors reported in compliance

Governance Assessment

Strengths

Independent director with deep software GTM experience; chairs Compensation Committee, positioning him to influence pay‑for‑performance alignment and succession planning (committee remit includes risk oversight, DEI, and CEO succession).
Director pay structure is equity‑weighted via annual RSUs, aligning with long‑term shareholder value; director ownership guidelines (3x retainer) and compliance reported as of year‑end 2024.
Strong governance controls: Clawback policy (3‑year lookback), hedging prohibition, related‑party transaction policy, and no related‑party transactions since Jan 1, 2024.
Shareholder alignment signals: 2024 say‑on‑pay support at 98% and 2025 short‑term incentive plan improvements in response to investor feedback (though executive‑focused, reflects committee responsiveness).

Watch‑items / potential risks

Attendance disclosure is aggregate (“≥75%” each director) rather than director‑specific; no granular attendance rate for Mr. Stanley.
Dual‑class voting concentrates control with Class B holders (e.g., other insiders), which can limit minority shareholder influence on governance; however, no direct conflict tied to Mr. Stanley is indicated.

No red flags identified

No related‑party transactions, tax gross‑ups, or option repricing disclosed.
No hedging (policy prohibits); no pledging disclosure for Mr. Stanley.

Overall, Thomas Stanley presents as an independent, equity‑aligned director with relevant commercial software expertise and increasing governance influence as Compensation Committee Chair, with no disclosed conflicts or attendance concerns.