James M. Whitehurst
Unity SoftwareAbout James M. Whitehurst
James M. Whitehurst (age 57) is Executive Chair of the Board and Senior Advisor at Unity Software (U), having joined the Board in October 2023 and serving as Interim President & CEO from October 2023 to May 2024 before transitioning to Executive Chair in May 2024 . He holds a B.A. in Computer Science and Economics from Rice University and an M.B.A. from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unity Software Inc. | Interim President & CEO | Oct 2023 – May 2024 | Led CEO transition; became Executive Chair thereafter |
| Unity Software Inc. | Executive Chair & Senior Advisor | May 2024 – present | Board Chair; will be non-employee Chair from May 2025 |
| Silver Lake | Senior Advisor; Managing Director | Senior Advisor: Mar 2021 – May 2024; Managing Director: since May 2024 | Affiliation with 8.4% shareholder; potential interlock risk |
| IBM | President; Senior Advisor; SVP | President: Apr 2020 – Jul 2021; Senior Advisor: Jul 2021 – May 2022; SVP: Jul 2019 – Apr 2020 | Large-cap tech operating leadership |
| Red Hat, Inc. | Chief Executive Officer | Jan 2008 – Apr 2020 | Led through acquisition by IBM |
| Delta Air Lines, Inc. | Various leadership roles | Jan 2002 – Aug 2007 | Operations leadership |
| Boston Consulting Group | Consultant | Sep 1989 – Dec 2001 | Strategy expertise |
External Roles
| Organization | Role | Tenure | Notes / Interlocks |
|---|---|---|---|
| United Airlines Holdings, Inc. | Director | Since Mar 2016 | Public company directorship |
| Amplitude, Inc. | Director | Since Sep 2021 | Public company directorship |
| Software AG | Director | Since Jan 2023 | Foreign-listed software company |
| Tanium Inc. | Director | Since Jan 2022 | Private cybersecurity firm |
| Silver Lake | Managing Director | Since May 2024 | Silver Lake affiliates own 8.4% of Unity; Silver Lake Co-CEO Egon Durban also Unity director (interlock) |
Board Governance
- Role: Executive Chair; will transition to non-employee Director while remaining Chair in May 2025 .
- Independence: Not listed among independent directors in the Board’s 2024 independence determination, reflecting current executive/affiliation status .
- Committees: Does not serve on any Board committees .
- Attendance: Board met five times in 2024; each director attended ≥75% of Board and applicable committee meetings .
- Lead Independent Director: Roelof Botha; empowered to reinforce independent oversight alongside the Executive Chair structure .
Fixed Compensation
| Component | Amount / Detail | Period | Notes |
|---|---|---|---|
| Base Salary | $1,120,000 (Interim CEO offer letter) | Oct 2023 – May 2024 | Interim CEO compensation |
| Base Salary | $478,655 (actually paid in 2024) | FY 2024 | Executive compensation table |
| Base Salary | $100,000 annualized (Executive Chair) | From May 15, 2024 | Role Change Agreement |
| Director Retainer Policy (for non-employee directors) | Chair: $60,000; Lead Independent Director: $25,000; Committee Chair: $25,000; Committee Member: $10,000 | Policy effective 2024 | Paid in RSUs unless cash election |
| Annual Director Equity Grant (policy) | $285,000 in RSUs (minus any cash election) | At annual meeting | Vests by next annual meeting or one year |
Performance Compensation
| Item | Metric / Terms | Amount / Detail | Applicability |
|---|---|---|---|
| 2023 RSUs (Interim CEO offer) | Time-based vesting: 200,000 RSUs; 50% vest 2/25/2024; 50% 5/25/2024; accelerated if permanent CEO start date before 5/25/2024 | 200,000 RSUs | Vested in 2024; value realized on vesting $5,066,000 |
| 2024 RSUs (Role Change Agreement) | Time-based vesting: 207,211 RSUs vest 100% on 5/15/2025; accelerated if terminated without Cause before vest date | 207,211 RSUs | Executive Chair award |
| 2024 Cash Incentive Bonus Plan | Strategic Revenue and Adjusted EBITDA gate; gate set at $400mm; Strategic Revenue thresholds: $1,760mm (75%), $1,800mm (100%), $1,880mm (150%) | Company missed gate ($390mm) and revenue ($1,723mm); no plan payout | Whitehurst not eligible for 2024 bonus |
Other Directorships & Interlocks
| Related Party | Relationship to Unity | Details / Exposure |
|---|---|---|
| Silver Lake affiliates | >5% shareholder | 34,735,404 shares (8.4%); PIPE investors in $1.0B 2.0% converts due 2027; $20mm interest paid in 2024 |
| Egon Durban (Silver Lake Co-CEO) | Unity director | Serves on Unity’s Board; reinforces Silver Lake influence |
| Investor Rights Agreement | Registration rights for certain holders incl. Silver Lake/Sequoia | Ongoing rights; potential governance influence |
Expertise & Qualifications
- Technology and open-source leadership as Red Hat CEO; IBM President and senior roles; deep enterprise software background .
- Strategy, operations, and scale experience from Delta Air Lines and BCG .
- Public company governance experience across multiple boards (UAL, Amplitude, Software AG) .
- Education: B.A. (Rice), M.B.A. (Harvard) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| James M. Whitehurst | 106,055 | <1% | As of March 1, 2025 (414,425,802 shares outstanding) |
| 2024 RSU Award (Executive Chair) | 207,211 | — | Vests 5/15/2025; accelerated if terminated without Cause before vest date |
| Anti-hedging/pledging | Policy prohibit hedging/pledging; options trading restrictions | — | Alignment policy for directors/executives |
| Stock ownership guidelines | Executives and directors subject to ownership guidelines | — | Promotes long-term alignment |
Governance Assessment
- Independence and role: As Executive Chair, Whitehurst is not identified as independent; he does not sit on Board committees, centralizing board leadership while relying on Lead Independent Director for independent oversight .
- Attendance: Board met five times in 2024; all directors met ≥75% attendance, indicating baseline engagement .
- Compensation alignment: 2024 compensation primarily equity-based and time-vested; no participation in 2024 cash bonus plan; 2024 company bonus plan paid zero due to missed financial gates, reinforcing pay-for-performance ethos .
- Change-in-control/severance: RSU acceleration for Whitehurst upon termination without Cause before 5/15/2025; estimated equity acceleration of ~$4.656mm in both CIC and non-CIC qualified termination scenarios, and upon death/disability .
- RED FLAGS:
- Silver Lake interlock and influence: Whitehurst is Managing Director at Silver Lake; Silver Lake holds 8.4% of Unity and is a PIPE investor in $1.0B converts; Silver Lake’s Co-CEO (Egon Durban) is a Unity director—potential conflicts and related-party influence require robust Audit Committee oversight of transactions and independence safeguards .
- Concentrated Chair authority with non-independent status until at least May 2025; reliance on Lead Independent Director mitigates but does not eliminate governance risk .
- Change-in-control acceleration clauses for RSUs could reduce retention incentives in certain scenarios if not carefully governed .
- Mitigants:
- Formal Related Person Transactions policy and Audit Committee oversight of related parties and IRA/PIPE arrangements .
- Clawback policy compliant with SEC/NYSE; anti-hedging/anti-pledging policies; director/executive stock ownership guidelines .
Implications for investor confidence: The Silver Lake interlock (ownership, financing, and board seats) combined with Whitehurst’s Chair role elevates perceived influence risks; ongoing transparency on related-party dealings (PIPE notes, registration rights) and demonstrated independent oversight via the Lead Independent Director and Audit Committee are critical watch items .