Patricia Nakache
About Patricia Nakache
Independent Chair of the Board at ThredUp (TDUP); age 59; director since June 2010 and Chairperson since September 2020. General Partner at Trinity Ventures (since 1999) and Lecturer in Management at Stanford GSB (since 2016); Board determined she is independent under Nasdaq and LTSE standards. Degrees: MBA, Stanford GSB; BA in Physics and Chemistry, Harvard University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trinity Ventures | General Partner | Jul 1999–present | Lead investor; governance oversight at portfolio companies |
| McKinsey & Company | Practice Consultant / Senior Engagement Manager | 1991–1998 | Strategy, operations; client leadership |
| McKinsey & Company | Business Analyst | 1987–1989 | Analytical and consulting work |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Stanford Graduate School of Business | Lecturer in Management | Apr 2016–present | Academic governance; leadership instruction |
| National Venture Capital Association | Board Member | May 2018–May 2022 | Policy advocacy; industry governance |
| Papaya Growth Opportunity Corp I (SPAC) | Board Member | Jan–Dec 2022 | Public company board experience |
| Care.com, Inc. | Director | 2008–Jan 2014 | Public company board experience; acquired by IAC in 2020 |
Board Governance
- Board leadership and independence: TDUP separates CEO and Chair roles; Nakache serves as independent Chair; all directors except the CEO are independent (Nasdaq/LTSE).
- Committee assignments: Chair of the Nominating and ESG Committee; not on Audit or Compensation committees.
- Meetings and attendance: Board held 4 meetings in 2024; each director except Paransky attended at least 75% of Board and applicable committee meetings; Nominating & ESG Committee held 4 meetings in 2024.
- ESG oversight: As Nominating & ESG Chair, she oversees ESG policies and governance practices.
Fixed Compensation
| Component | Annual Amount ($) | Basis |
|---|---|---|
| Board Member Retainer | 40,000 | Non-Employee Director Compensation Policy |
| Chair of the Board | 20,000 | Incremental chair retainer |
| Chair of Nominating & ESG Committee | 15,000 | Committee chair fee |
| Total Cash Fees Earned (2024) | 75,000 | Director compensation table (matches components above) |
- Fee settlement elections: Nakache elected to receive Q1–Q3 2024 fees in fully vested RSUs; elected cash in Q4 2024 (consistent with director election pattern disclosed).
Performance Compensation
| Grant Type | 2024 Grant Date/Value | Vesting | Change-of-Control Terms | Performance Metrics |
|---|---|---|---|---|
| RSUs (Annual Grant) | $119,913 fair value (2024) | Annual RSU vests in full on earlier of 1st anniversary or next annual meeting, subject to service | Full acceleration of director RSUs upon sale of the Company | None disclosed for directors; time-based vesting only |
| Outstanding RSUs (as of 12/31/2024) | 77,363 units | Unvested as of year-end | — | — |
| Notes | Annual policy target is $150,000 RSUs; accounting fair value varies by grant-date pricing | — | — | — |
Other Directorships & Interlocks
| Entity | Nature of Interlock | Details |
|---|---|---|
| Trinity Ventures X entities | Significant TDUP shareholder; Nakache is a management member | Trinity Ventures X, Trinity X Entrepreneurs’ Fund, and Trinity X Side-By-Side collectively hold 2,194,795 Class B shares (9.3% of Class B) and 6.7% of total voting power; management members include Patricia Nakache |
| Investors’ Rights Agreement | Rights for certain investors | Trinity-affiliated entities are parties to TDUP’s investors’ rights agreement with registration rights; standard, but underscores investor influence |
| Broader investor representation | Board includes Redpoint and Highland representatives | Redpoint (Haley) and Highland (Nova) funds hold sizable Class B positions; investor-heavy board may concentrate voting power via dual-class structure |
Expertise & Qualifications
- Venture investing and consumer/tech governance via Trinity Ventures; deep company history and sector knowledge.
- Academic leadership at Stanford GSB; prior strategy consulting at McKinsey.
- Board governance expertise recognized by appointment as independent Chair and Nominating & ESG Chair.
Equity Ownership
| Metric | Amount | % | Notes |
|---|---|---|---|
| Class A shares (direct) | 173,593 | <1% | Personal holdings |
| Class B shares (affiliated via Trinity Entities) | 2,194,795 | 9.3% (of Class B) | Trinity Ventures X entities; Nakache among management members |
| Total voting power (incl. Class A & B, single class) | — | 6.7% | As reported for her row in the ownership table |
| Total ownership % | — | 2.5% | As reported for her row in the ownership table |
| Unvested RSUs (12/31/24) | 77,363 | — | Director RSUs outstanding |
| Options | None disclosed | — | No options listed for Nakache in director or ownership disclosures |
| Pledging/Hedging | Prohibited | — | Company policy bans hedging and pledging of TDUP securities |
Governance Assessment
-
Strengths
- Independent Chair with long company tenure; Board confirmed her independence; committee leadership focused on governance/ESG.
- Director compensation mix emphasizes equity (RSUs) with Q1–Q3 fees elected in stock, signaling alignment; time-based RSUs vest at annual cadence.
- Anti-hedging/pledging and Dodd-Frank compliant clawback policy (company-wide) support investor-aligned risk controls.
- Board structure separates CEO/Chair; independent majority and formal committee charters; attendance ≥75% threshold met.
-
Risks and potential conflicts (monitor)
- Trinity Ventures affiliation: Nakache is a management member of Trinity entities with 2,194,795 Class B shares (9.3% of Class B), conferring 6.7% voting power; plus investor rights agreement participation—heightened potential for investor-driven influence in major decisions.
- Dual-class structure amplifies Class B voting (10 votes/share), concentrating governance among founders and investor-affiliated directors.
- Director RSUs fully accelerate on change-of-control, reducing performance contingency at transaction time.
- As an emerging growth company, TDUP is exempt from say-on-pay votes, limiting direct shareholder feedback on compensation practices.
-
Engagement signals
- Chairs Nominating & ESG; active in governance oversight; committee met four times in 2024.
- Elected RSUs for fee settlement in Q1–Q3 2024; cash in Q4—overall indicates sustained equity alignment across the year.