Dan Nova
About Dan Nova
Dan Nova is an independent director at ThredUp Inc., serving on the Board since September 2012; he is 63 years old, holds an MBA from Harvard Business School, and a BS in Computer Science and Marketing from Boston College . He is a General Partner at Highland Capital Partners (since 1996) and has prior roles at CMGI@Ventures (Partner, 1995–1996) and Summit Partners (Senior Associate, 1989–1994) . The Board has determined that Nova is independent under SEC, Nasdaq, and LTSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Highland Capital Partners | General Partner | 1996–present | Venture investor leadership; prior public boards |
| Highland Transcend Partners I Corp. (SPAC) | Chief Investment Officer | Oct 2020–Dec 2022 | Oversight of investment strategy |
| CMGI@Ventures | Partner | 1995–1996 | Early-stage tech investing |
| Summit Partners | Senior Associate | 1989–1994 | Growth equity/VC experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Eversource Energy | Board of Trustees member | Since June 2023 | Public utility board service |
| Rent the Runway, Inc. | Director | Feb 2010–May 2024 | Consumer fashion tech board experience |
| Various private companies | Director | Ongoing | Multiple privately held companies |
Board Governance
- Committee assignments: Nova is a member of the Compensation Committee; he is not listed as a member of the Audit or Nominating & ESG Committees .
- Compensation Committee composition and chair: Haley (Chair), Nova, Ginsberg, Rushing; 4 meetings in 2024; committee meets independence requirements .
- Audit Committee held 4 meetings in 2024; Nominating & ESG held 4 meetings in 2024 .
- Board held 4 meetings in 2024; except Paransky, each director attended at least 75% of Board and committee meetings (Nova is included in this compliance) .
- Independence: Board confirmed Nova as independent under SEC, Nasdaq, and LTSE standards; independence review considered beneficial ownership and related-party transactions .
Fixed Compensation
| Component | Policy Amount | Notes |
|---|---|---|
| Annual Board retainer (member) | $40,000 | Paid quarterly; directors may elect RSUs in lieu of cash |
| Chair of the Board (additional) | $20,000 | Not applicable to Nova |
| Audit Committee member | $10,000 | Not applicable to Nova |
| Audit Committee chair | $20,000 | Not applicable |
| Compensation Committee member | $10,000 | Applicable to Nova |
| Compensation Committee chair | $15,000 | Not applicable |
| Nominating & ESG member | $10,000 | Not applicable to Nova |
| Nominating & ESG chair | $15,000 | Not applicable |
| Nova – 2024 Director Compensation | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Amounts (2024) | 50,000 | 119,913 | 169,913 |
| Election of RSUs in lieu of cash (2024) | See policy; for Q1–Q2 and Q3 most directors elected RSUs; Nova elected cash in Q4 | — | — |
Performance Compensation
| Equity Award Structure | Grant Value | Vesting | Performance Hurdles | Change-in-Control Treatment |
|---|---|---|---|---|
| Initial RSU grant (new directors) | $300,000 | Vests in equal annual installments over 3 years, service-based | None; time-based | Full acceleration upon sale of Company |
| Annual RSU grant | $150,000 | Vests in full on earlier of 1-year anniversary or next annual meeting, service-based | None; time-based | Full acceleration upon sale of Company |
| Director cash retainers | As per policy | Paid quarterly | N/A | N/A |
| Nova – Outstanding Awards (as of Dec 31, 2024) | Quantity | Type |
|---|---|---|
| RSUs outstanding | 77,363 | Class A common stock RSUs |
| Stock options | Not disclosed for Nova; options disclosed for other directors (Ginsberg, Vu) | — |
No director performance metrics (e.g., EBITDA, TSR) are tied to director equity; awards are service-based with change-in-control acceleration .
Other Directorships & Interlocks
| Counterparty | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| Highland Capital Partners VII & VIII funds and associated general partners | Affiliates collectively hold substantial Class B shares via Highland Capital VII/VII-B/VII-C/Entrepreneurs’ Fund VII and VIII/VIII-B/VIII-C; Nova is a managing member/director of the general partners (HMP VII LLC; HMP VIII Ltd) and may be deemed to share beneficial ownership; managing members/directors disclaim beneficial ownership except pecuniary interests | Affiliate fund ownership creates potential alignment and influence considerations; Board’s independence determination considered these relationships |
| Investors’ Rights Agreement | Highland Capital Partners listed among holders with registration rights; >5% holders included | Standard venture investor rights; related party transactions overseen by Audit Committee |
| Eversource Energy | Public company board service (Trustees) since June 2023 | No disclosed related-party transactions with ThredUp |
| Rent the Runway, Inc. | Prior public company directorship (ended May 2024) | No disclosed related-party transactions with ThredUp |
Expertise & Qualifications
- Venture capital and technology company governance experience; former director at public companies .
- Education: MBA (Harvard Business School); BS in Computer Science and Marketing (Boston College) .
- Committee expertise: Member, Compensation Committee (executive compensation oversight, equity plan administration) .
Equity Ownership
| Holder/Entity | Class B Shares | Notes |
|---|---|---|
| Highland Capital Partners VII LP | 1,633,061 | General partner HMP VII LP; GP’s GP HMP VII LLC (managing members include Nova) |
| Highland Capital Partners VII-B LP | 395,723 | Same structure as above |
| Highland Capital Partners VII-C LP | 576,297 | Same structure as above |
| Highland Entrepreneurs’ Fund VII LP | 51,540 | Same structure as above |
| Highland Capital Partners VIII LP | 3,580,027 | GP HMP VIII LP; GP’s GP HMP VIII Ltd (directors include Nova) |
| Highland Capital Partners VIII-B LP | 55,504 | Same structure as above |
| Highland Capital Partners VIII-C LP | 1,298,186 | Same structure as above |
| Nova director RSUs (personal) | 77,363 | As of Dec 31, 2024 |
Affiliates’ GP entities (HMP VII LLC; HMP VIII Ltd) may be deemed to share beneficial ownership of fund-held shares; managing members/directors disclaim beneficial ownership except to their pecuniary interest . Board independence determination accounted for director/fund beneficial ownership and related-party considerations .
Governance Assessment
- Strengths: Independent director; long tenure and deep VC/tech governance experience; active Compensation Committee member; Board and committee meeting cadence and attendance thresholds met; separation of Chair and CEO roles; comprehensive governance framework with charters, Code of Conduct, and LTSE-aligned long-term policies .
- Incentive alignment: Director pay mix balanced between cash retainer and annual RSU grant; directors can elect RSUs in lieu of cash, increasing equity exposure; time-based RSU vesting aligns with continued service; change-in-control acceleration standard for directors .
- Potential conflicts/RED FLAGS to monitor:
- Affiliate fund holdings (Highland VII/VIII) with significant Class B stock and Nova’s role in GP entities may present perceived influence or interlock risks, though independence is affirmed and beneficial ownership is disclaimed except pecuniary interest; related-party transactions are subject to Audit Committee approval policies .
- Dual-class structure concentrates voting power; Board cites LTSE governance and independence, but investors should assess voting dynamics alongside affiliate holdings .
- Attendance/engagement: Board reported all directors (except a mid-year addition) met the 75% attendance threshold; Compensation Committee met four times in 2024; signals engagement in oversight .
No director-specific hedging/pledging disclosures, tax gross-ups, clawbacks, or related-party transactions involving Nova were disclosed; Audit Committee oversees related-party approvals >$120,000 .