Caroline Horn
About Caroline Horn
Caroline Horn (age 55) is an independent director of System1, Inc. (SST), serving since January 2022; she is a Partner at Andreessen Horowitz (since April 2012), advisor at Strava (since April 2014), and formerly led Executive Recruiting for Global Leadership at Google (2004–2012). She holds a BA in Anthropology from Dartmouth College; the Board cites her leadership and scaling expertise in technology and talent as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Google, Inc. | Executive Recruiting Manager/Executive Recruiter for Global Leadership | Sep 2004 – Apr 2012 | Led global leadership hiring; scaling talent capabilities for high-growth tech |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Andreessen Horowitz | Partner | Apr 2012 – Present | Strategic advice to portfolio founders/CEOs on assessing, hiring, developing, retaining executive talent |
| Strava | Advisor | Apr 2014 – Present | Strategic advice on hiring and people-related issues |
Board Governance
- Independence: The Board determined Ms. Horn is independent under NYSE and SEC rules .
- Committee assignments: Chair, Nominating & Corporate Governance Committee; member alongside John Civantos . The committee held 5 meetings in 2024 .
- Board attendance and engagement: The Board met 6 times in 2024, and every director attended at least 75% of Board and applicable committee meetings; independent directors hold regular executive sessions (no lead independent director) .
- Board structure: No lead independent director; independent directors comprise a majority of the Board .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual equity grant (RSUs) | $180,000 | Standard annual award for eligible directors at 2024 annual meeting |
| Committee chair equity (RSUs) | $15,000 | Nominating & Corporate Governance Committee chair award |
| Total 2024 director equity (RSUs) | $195,000 | Reported stock awards for Ms. Horn in 2024 |
| Cash retainer | Not disclosed | Program specifies equity awards; no cash retainer detailed |
| Meeting fees | Not disclosed | Not specified in program; reimbursements for reasonable expenses provided |
Vesting schedule: RSUs vest 25% on each of the first three quarterly anniversaries post grant, and remaining 25% on the earlier of one-year anniversary or next annual meeting, subject to continued service .
Performance Compensation
| Metric Category | Metric | Weight/Target | Payout Mechanics |
|---|---|---|---|
| Directors’ equity | Performance-based metrics | Not applicable | 2024 director RSUs are time-based; no performance metrics disclosed for directors |
No performance metrics tied to director compensation were disclosed; the company uses time-based RSUs for directors .
Other Directorships & Interlocks
| Company | Board Role | Committee Roles | Status |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed for Ms. Horn |
Compensation committee interlocks: Company disclosed no interlocks involving its executive officers; Ms. Horn chairs the nominating committee, not compensation .
Expertise & Qualifications
- Leadership in executive talent strategy and scaling tech companies; deep experience in recruiting senior leaders .
- Broad governance exposure as nominating/governance committee chair; oversight of board composition, evaluations, and governance guidelines .
- Education: BA in Anthropology (Dartmouth College) .
Equity Ownership
| Ownership Detail | Amount | As-of Date | Notes |
|---|---|---|---|
| Class A shares owned directly | 191,681 | Apr 15, 2025 | Direct holdings |
| Shares issuable within 60 days (unvested RSUs) | 32,500 | Apr 15, 2025 | Near-term issuable from RSUs |
| Total beneficial ownership (Class A) | 223,181 | Apr 15, 2025 | Beneficial ownership; less than 1% of Class A outstanding |
| Unvested RSUs (aggregate at 12/31/24) | 65,000 | Dec 31, 2024 | Unvested at fiscal year-end |
| Shares outstanding (Class A) | 75,178,434 | Apr 22, 2025 | Record date for annual meeting |
Pledging/hedging: No pledging or hedging by Ms. Horn disclosed; company maintains an Insider Trading Policy covering directors .
Section 16 compliance: Company noted some late Form 4s in 2024 for other officers due to net settlement notifications; Ms. Horn not listed among late filers .
Governance Assessment
- Strengths:
- Independent director; chairs Nominating & Corporate Governance, directly overseeing board composition, independence, and governance practices—positive for board effectiveness .
- Strong attendance norms (≥75% for all directors) and active committee cadence (Nominating: 5 meetings) indicate engagement .
- Equity-only director compensation aligns incentives with shareholders and avoids cash-heavy structures; committee chair equity increment reflects responsibility without adding cash guarantees .
- Potential Risks/Red Flags (Company-level oversight context):
- No lead independent director; could constrain independent board leadership in executive sessions .
- Material weaknesses in internal control over financial reporting were identified in prior periods, including control environment, complex transactions, IT general controls—ongoing oversight required by committees; while not attributed to Ms. Horn, board-level remediation is critical for investor confidence .
- Reverse stock split authorization to address NYSE compliance and potential future capital needs; increases authorized but unissued shares, which may carry anti-takeover implications—requires vigilant governance oversight to balance financing flexibility with shareholder protections .
- Related-party transaction with The Blend Family Foundation (private placement) underscores need for rigorous related-party review; no transactions identified involving Ms. Horn .
Overall, Ms. Horn’s independence, governance chair role, and talent-focused expertise are positives for board quality; attention to internal control remediation and listing compliance matters remains essential at the full board level .