Burton Goldfield

About Burton Goldfield

Burton Goldfield (age 69) is an independent Class II director nominee at SoundThinking (SSTI), appointed to the Board on April 17, 2025; he has not previously been elected by stockholders and is slated to stand for election at the 2025 Annual Meeting . He brings over a decade as CEO/President of TriNet Group, Inc. (May 2008–Feb 2024), prior CEO of Ketera Technologies, and senior go-to-market roles at Hyperion Solutions and IBM’s Rational Software division; he holds a B.S. in Biomedical Engineering (Syracuse) and an MBA (Villanova) . The Board has affirmatively determined that all non-employee directors, including Mr. Goldfield, are independent under Nasdaq standards .

Past Roles

External Roles

Board Governance

• Committee assignments: The Board appointed Mr. Goldfield to the Audit Committee and the Compensation and Human Capital Committee effective immediately prior to the 2025 Annual Meeting; he is not designated as a committee chair .
• Independence: The Board affirmatively determined that all directors other than the CEO (Ralph Clark) are independent under Nasdaq rules; Mr. Goldfield is a non-employee director and thus independent .
• Board leadership: The Board Chair transitions to independent director Deborah A. Grant effective immediately prior to the 2025 Annual Meeting; SSTI separates Chair and CEO roles to reinforce oversight .
• Attendance: In 2024, the Board met 8 times; Audit (4), Compensation and Human Capital (9), Nominating and Corporate Governance (3). No director serving in 2024 attended fewer than 75% of aggregate Board and committee meetings (Mr. Goldfield was appointed in 2025) .
• Executive sessions: Independent directors meet in regular executive sessions, typically at each regular Board meeting .
• Board refresh/diversity: As of April 10, 2025, 43% of directors were women and 57% from underrepresented communities .

Fixed Compensation

Non-Employee Director Compensation Policy (framework for 2024; used by SSTI for director pay structure):

Notes:

• In 2024, non-employee directors also received equity as described below; some directors elected to take cash in RSUs under policy provisions .
• Mr. Goldfield’s specific 2025 cash/equity amounts are not disclosed in the proxy; policy structure governs director pay .

Performance Compensation

Non-Employee Director Equity (policy design; amounts for 2024 awards):

Notes:

• Director equity is time-based RSUs; there are no performance-vesting metrics for director grants disclosed by SSTI .

Other Directorships & Interlocks

• Current external boards: EvoNexus, Healthee, LifeLabs (private) .
• Prior public board: DHI Group, Inc. (2014–2019) .
• Network ties: SoundThinking CEO Ralph A. Clark currently serves on the TriNet board; Mr. Goldfield was TriNet’s CEO until Feb 2024. This is a historical professional overlap rather than a current shared directorship; no related-party transactions involving Mr. Goldfield are disclosed .

Expertise & Qualifications

• Core credentials: 16 years as CEO/President of TriNet; prior CEO of a SaaS firm; senior global sales/operations roles in enterprise software .
• Education: B.S. in Biomedical Engineering (Syracuse University), MBA (Villanova University) .
• Governance skills: Appointed to Audit and Compensation & Human Capital Committees, indicating Board’s view of his financial and human capital oversight capability (Audit committee “financial expert” designation resides with Ruby Sharma) .

Equity Ownership

Alignment policies:

• Stock ownership guidelines: Non-employee directors must hold 3x annual cash retainer; if not yet met, must retain at least 50% of net shares from option exercises/RSU vesting until year-end measurement .
• Hedging and pledging: Prohibited (no derivatives, short sales, margin purchases, or pledging) .

Director Compensation (Context)

Note: Mr. Goldfield joined in April 2025; his 2024 compensation is not applicable. The policy framework above indicates the likely components for his cash/equity in 2025 .

Governance Assessment

• Strengths and signals:
  • Independence and objective oversight: Independent director appointed via third‑party search firm; assigned to Audit and Compensation & Human Capital Committees, enhancing board financial and pay/governance oversight capacity .
  • Ownership alignment: Robust director ownership guidelines (3x retainer) and strict anti-hedging/pledging policy promote long-term alignment .
  • Compensation governance: Compensation & Human Capital Committee uses an independent consultant (Aon) and achieved strong 2024 say‑on‑pay support (≈90%), signaling responsiveness to investors; as a committee member, Mr. Goldfield will help continue this discipline .
  • Board structure: Independent Chair model adopted; regular executive sessions of independent directors .
• Potential watch items:
  • Equity ownership ramp: As a newly appointed director with <1% beneficial ownership reported as of the record date, monitoring progress toward ownership guidelines will be relevant for alignment over his initial service period .
  • Network ties: Historical overlap with TriNet where SSTI’s CEO serves as a director may create perceived network proximity; no related-party transactions are disclosed, and independence has been affirmed .
• Red flags identified: None disclosed regarding related‑party transactions, hedging/pledging, or attendance (Goldfield joined after the 2024 measurement period); SSTI reports no related‑party transactions since Jan 1, 2023, and prohibits hedging/pledging .

Overall, Mr. Goldfield adds seasoned operating and sales/HR services leadership to SSTI’s Board with committee roles central to investor confidence (Audit and Compensation). The independence determination, ownership policy, and absence of related-party ties reduce conflict risk; near‑term alignment focus will be building ownership under the director guidelines as he commences service .