Barry Schuler
Unity SoftwareAbout Barry Schuler
Barry Schuler (age 71) is an independent director of Unity Software Inc. (U), serving on the Board since 2016. He is Managing Director and Partner of DFJ Growth Fund, which he co-founded in 2006, and previously served as Chairman and Chief Executive Officer of America Online (AOL) from 1995 to 2002. He holds a B.A. in psychology from Rutgers University and was selected for his technology and entertainment industry expertise, CEO experience, and board service at fast-growing tech companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DFJ Growth Fund | Co-Founder; Managing Director & Partner | 2006–present | Growth investing leadership; tech ecosystem network |
| America Online (AOL) | Chairman & Chief Executive Officer | 1995–2002 | Led major internet platform through scale phase |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Various privately-held companies | Director | Current | Board experience in tech/entertainment; private company oversight |
Board Governance
- Independence: The Board affirmatively determined Barry Schuler is independent under NYSE listing standards .
- Committee assignments:
- Human Capital & Compensation Committee (HCCC): Chair; members are Schuler, Shlomo Dovrat, Keisha Smith; 7 meetings in 2024 .
- Audit Committee: Appointed effective June 9, 2025 (following Michelle Lee’s resignation); Audit met 8 times in 2024 .
- Board attendance: In 2024 the Board met 5 times; each director attended at least 75% of Board and applicable committee meetings .
- Board leadership and independent oversight: Chair (James Whitehurst) and Lead Independent Director (Roelof Botha); Botha presides over executive sessions and independent director meetings .
- HCCC interlocks: None; no insider participation or compensation committee interlocks disclosed .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Paid in Cash (2024) | $0 | Elected full equity; no cash retainer |
| Stock Awards (2024) | $309,988 | Aggregate grant-date fair value of RSUs under Director Compensation Policy |
| Total (2024) | $309,988 | Equity-only mix in 2024 |
- Director Compensation Policy structure: Annual RSU grant equals $285,000 minus any cash election; Retainer RSU equals role-based fees (Chair $60,000; Lead Independent $25,000; Committee Chair $25,000; Committee Member $10,000) minus any cash election; cash elections up to $100,000; annual/retainer equity and elected cash vest by the earlier of one year or the next annual meeting .
- Change-in-control/death provisions: All director RSUs (and elected cash amounts) fully vest immediately prior to a change in control; death triggers 50% or 100% vesting depending on service length; applies to awards under the 2020 Equity Plan .
Performance Compensation
- Directors receive time-based RSUs (not performance-based PSUs/options) per policy; vesting aligns with one-year cycle to the next annual meeting (or three-year quarterly schedule for initial grants) .
- Unity’s broader executive program (oversight by HCCC chaired by Schuler) implemented PSUs in 2025 to strengthen pay-for-performance alignment and reduce dilution; discontinued stock options for refresh grants, with PSU metrics including revenue and Adjusted EBITDA Less Stock-Based Compensation Expense Margin .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed (serves on privately-held company boards) |
| Committee roles elsewhere | Not disclosed |
| Interlocks with competitors/suppliers/customers | None disclosed; HCCC interlocks: none |
Expertise & Qualifications
- Technical/industry: Deep technology and entertainment industry experience; former CEO leading large-scale internet platform (AOL) .
- Capital markets/governance: Growth-investing leadership at DFJ Growth; extensive board experience in fast-growing tech .
- Education: B.A. in psychology, Rutgers University .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 313,673 |
| Ownership % of outstanding | <1% (star indicates less than 1%) |
| Breakdown | 16,024 direct shares; 29,445 via Barry M Schuler Revocable Trust; 268,204 via The Meteor Group, LLC; sole voting/dispositive power |
| RSUs outstanding (12/31/2024) | 17,583 |
| Options outstanding (12/31/2024) | 0 |
| Pledging/hedging | Company policy prohibits hedging and pledging; no pledges disclosed |
Governance Assessment
- Committee leadership and effectiveness: As HCCC Chair, Schuler oversees CEO/NEO compensation, equity plan administration, severance/change-in-control protections, and human capital oversight; independent consultant Semler Brossy was re-engaged with no conflicts, peer group updated (added AppLovin, Procore, Samsara, Snap, Take-Two; removed Datadog, Snowflake) to better align market comparisons .
- Independence and engagement: Independent director, active committee leadership, Audit Committee appointment effective June 9, 2025 adds financial reporting oversight breadth; Board and committee attendance met required thresholds .
- Alignment and incentives: Equity-only director pay in 2024 (no cash), standard vesting, and robust stock ownership guidelines for directors (lesser of $400,000 or 3,846 shares) support alignment with shareholders; policy includes CIC/death acceleration mechanics and prohibits hedging/pledging .
- Related-party/conflict review: Audit Committee reviews related-party transactions; none disclosed for Schuler; HCCC interlocks none; independence affirmed .
- Attendance/discipline signals: 2024 Board met 5 times and all directors met ≥75% attendance; reflects minimum engagement standard .
- RED FLAGS: None disclosed specific to Schuler—no hedging/pledging, no related-party transactions reported, no delinquent Section 16 filings (late filings noted for others, not Schuler) .