Trynka Shineman Blake
TripAdvisorAbout Trynka Shineman Blake
Independent director (since 2019), age 51. Former CEO of Vistaprint (a Cimpress business) with deep experience in customer-centric digital transformations; MBA Columbia, BA Cornell. Currently serves on Tripadvisor’s Audit Committee and is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cimpress N.V. (Vistaprint business) | Held roles of increasing responsibility; most recently CEO of Vistaprint | 2004–2019 | Led customer-focused, digital transformation initiatives |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SEMRush | Director; Chair, Nominations & Governance Committee | Since Nov 2020 | Online visibility/content marketing SaaS; chairs N&G |
| Caputra (private SaaS) | Director | Since 2022 | Vertically-focused SaaS business |
| Steer (private SaaS) | Director | Since 2024 | Vertically-focused SaaS business |
| MPower (public benefit financial services) | Director | Since Jan 2025 | Focused on international student financing |
| Ally Financial (prior) | Director (former) | N/A | Prior public board |
| UBM PLC (prior) | Director (former) | N/A | Prior public board |
Board Governance
- Committee assignments: Audit Committee member; the Audit Committee met 4 times in 2024. She and all AC members satisfy SEC/Nasdaq independence and are designated “audit committee financial experts.”
- Independence: Board previously determined she is independent under SEC and Nasdaq rules. Tripadvisor ceased to be a “controlled company” on Apr 29, 2025 and is transitioning to full Nasdaq governance compliance.
- Attendance: In 2024, the Board met 8 times; all directors attended at least 75% of Board and applicable committee meetings. Independent directors meet in regular sessions without management.
- Leadership: Chair separate from CEO; Lead Independent Director (Jeremy Philips) appointed upon April 29, 2025 merger close.
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Paid in equal quarterly installments |
| Audit Committee membership fee | $20,000 | Annual amount per committee membership |
| Committee chair premium (Audit) | $10,000 (only for Chair) | Not applicable to Ms. Shineman Blake; AC Chair is Robert S. Wiesenthal |
| 2024 cash actually paid (reported) | $70,000 | Reflects base + Audit membership for Ms. Shineman Blake |
- Other: Reasonable travel and accommodation expenses reimbursed for Board meetings. Deferred compensation plan available to non-employee directors (ability to defer fees into share units or cash fund).
Performance Compensation (Director)
| Equity Award | Grant Value | Vesting | Performance Metrics | Change-in-Control Treatment |
|---|---|---|---|---|
| Annual RSU award | $250,000 | Vests in full on first anniversary of grant | None (time-based) | RSUs accelerate upon Change in Control under the plan |
- 2024 reported stock awards for Ms. Shineman Blake: $249,990.
Other Directorships & Interlocks
- Current public or notable boards: SEMRush (Chair, N&G), MPower (public benefit financial services). Prior: Ally Financial, UBM PLC. No Tripadvisor-disclosed related-party transactions involving Ms. Shineman Blake.
Expertise & Qualifications
- Audit and financial literacy; designated “audit committee financial expert.”
- Extensive consumer/digital and transformation leadership experience (Vistaprint/Cimpress).
- Board leadership experience (chairs N&G at SEMRush).
- Education: MBA (Columbia), BA (Cornell).
Equity Ownership
| Holder | Shares Beneficially Owned | RSUs Vesting Within 60 Days | % of Outstanding Shares | Notes |
|---|---|---|---|---|
| Trynka Shineman Blake | 62,871 | 13,616 | “*” (does not exceed 1%) | % per proxy table notation; shares outstanding 118,090,851 on 4/29/2025 |
- Stock ownership guidelines: Non-employee directors expected to hold ≥3x annual cash retainer; individuals must reach threshold by the later of Jan 31, 2028 or five years after commencing service. As of Mar 31, 2025, all directors either met the threshold or are within the permitted time window.
- Hedging/pledging: Company insider trading policy prohibits hedging and pledging of company stock by directors and employees.
- Director deferred compensation: May defer fees into share units or a cash fund with deemed interest; share units receive dividend equivalents; distributions upon termination (lump sum or installments).
Governance Assessment
- Strengths and positive signals:
- Independent director with audit financial expert designation; sits on a fully independent, financially expert Audit Committee; Board reports robust risk oversight including cybersecurity and ESG integration.
- Strong ownership alignment mechanisms: annual RSUs for directors; director ownership guidelines; prohibition on hedging/pledging.
- Engagement and attendance: all directors ≥75% attendance in 2024; Board held 8 meetings with regular independent sessions.
- No related-party transactions disclosed for Ms. Shineman Blake; related-party oversight policy administered by Audit Committee.
- Potential watch items:
- Company is in a governance transition following loss of controlled company status; one non-independent director (Maffei) serves on Compensation Committee during phase-in—monitor committee compositions post-2025 annual meeting.
- Multiple external board roles (SEMRush, Caputra, Steer, MPower) imply a broad network; no conflicts disclosed, but continue to monitor for any future customer/supplier overlaps.
- Shareholder sentiment context: Say-on-pay approval ~98% in 2024 (positive governance signal, albeit NEO-focused).
RED FLAGS: None identified specific to Ms. Shineman Blake in the latest proxy—no attendance shortfalls, no pledging/hedging, no related-party transactions, and she meets independence and financial expert standards.