Keisha Smith
Unity SoftwareAbout Keisha Smith
Keisha Smith is an independent director of Unity Software, age 48, serving on the Board since 2021. She is Executive Vice President and Chief People & Culture Officer at Four Seasons Hotels and Resorts (since January 2025). She previously served as Chief People Officer at Tory Burch (2018–2024), Chief Human Resources Officer at News Corporation (2013–2018), and held various HR leadership roles at Morgan Stanley (2001–2012). She holds a B.A. in International Relations from the University of Virginia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Various roles, including Global Co-Head of Talent Management | 2001–2012 | Senior HR leadership, talent strategy |
| News Corporation | Chief Human Resources Officer | Jan 2013–Aug 2018 | Enterprise HR leadership |
| Tory Burch | Chief People Officer | Aug 2018–Jun 2024 | CPO for fashion label |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Four Seasons Hotels and Resorts | EVP & Chief People & Culture Officer | Jan 2025–present | Hospitality company executive role |
Board Governance
- Independence: The Board affirmatively determined Smith is independent under NYSE listing standards .
- Attendance: Unity’s Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings during their service period .
- Committee assignments and engagement:
- Human Capital & Compensation Committee (HCCC): Member; the HCCC met 7 times in 2024 .
- Nominating & Corporate Governance Committee: Appointed member effective June 9, 2025; appointed Chair effective as of the Annual Meeting date; the committee held 5 meetings in 2024 .
- HCCC process: Meets quarterly and in executive session; oversees executive and director compensation, equity plan administration, severance and change-in-control protections, and broader human capital issues; chaired by Barry Schuler, with members Shlomo Dovrat and Keisha Smith .
| Committee | Role | Chair | Meetings (2024) |
|---|---|---|---|
| Human Capital & Compensation | Member | Barry Schuler | 7 |
| Nominating & Corporate Governance | Chair (effective as of Annual Meeting in 2025) | Smith to Chair; Dr. Campbell member | 5 (2024 count) |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Paid in Cash (Cash Election) for 2024 | $60,000 | Cash Election under Director Compensation Policy; vests on earlier of 2025 Annual Meeting or June 5, 2025 |
| Total RSU and Cash Compensation (2024) | $294,990 | Cash $60,000 + Stock Awards (RSUs) $234,990 |
| Director Retainer Structure (Policy) | Chair: $60,000; Lead Independent Director: $25,000; Committee Chair: $25,000; Committee Member: $10,000 | Retainer grant delivered as RSUs equal to Total Retainer minus Cash Election; grants vest on earlier of 1 year or next annual meeting |
Performance Compensation
| Equity Award | Grant Mechanism | Grant Value | Vesting | Change-in-Control/Death Provisions |
|---|---|---|---|---|
| Annual RSU Grant (2024) | RSUs equal to $285,000 minus Cash Election, divided by closing price on annual meeting date | Included in Stock Awards $234,990 (aggregate grant date fair value for 2024) | Fully vests on earlier of 1-year anniversary or next annual meeting, subject to service | Full vesting of outstanding director awards (and cash amounts) upon Change in Control; 50% RSU vesting if death within first year; 100% after first year |
| Initial RSU Grant (for new directors) | RSUs equal to $400,000 divided by closing price on grant date | Policy provision | Vests in equal quarterly installments over 3 years | Same acceleration terms as above |
Company-wide performance metrics referenced by HCCC (executive pay framework):
- Adjusted EBITDA; Strategic Revenue; Stock Price .
Other Directorships & Interlocks
- The proxy biography does not disclose other current public company directorships for Smith; primary external role is at Four Seasons .
Expertise & Qualifications
- Senior human capital executive with multi-industry experience (hospitality, fashion, media, financial services); expertise in talent development strategy and operations .
- Independent director under NYSE standards, sitting on HCCC and ascending to Chair of Nominating & Corporate Governance, aligning with governance and human capital oversight .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 16,055; represents less than 1% of outstanding |
| Shares subject to outstanding RSUs (as of Dec 31, 2024) | 13,329 |
| Options outstanding | None disclosed (table shows “—” for options) |
| Director stock ownership guidelines | Non-employee directors must hold a number of shares equal to the lesser of $400,000 or 3,846 shares; phase-in period of 5 years from IPO or appointment |
Insider trades (Form 4s):
| Date | Transaction | Shares | Price | Ownership After | Source |
|---|---|---|---|---|---|
| Aug 6, 2021 | Grant/acquisition | 3,740 | $0.00 | 3,740 | |
| Jun 2, 2022 | Grant/acquisition | 5,550 | $0.00 | 9,290 | |
| Jun 7, 2023 | Grant/acquisition | 6,770 | $0.00 | 16,050 | |
| Jun 5, 2024 | Grant/acquisition (RSUs) | 13,329 | $0.00 | 29,379 | |
| Jun 11, 2025 | Grant/acquisition (RSUs) | 10,730 | $0.00 | 40,114 | |
| Jun 13, 2025 | Form 4 filed (Unity Software Inc. [U]) | — | — | — |
Governance Assessment
- Strengths:
- Independent status and active committee roles (HCCC member; Chair-designate for Nominating & Corporate Governance) signal engagement in compensation oversight and board composition/governance processes .
- Attendance meets thresholds (≥75% of Board and committee meetings in 2024), supporting board effectiveness and engagement .
- Ownership alignment: beneficial ownership of 16,055 shares and outstanding RSUs; director stock ownership guidelines in place with phase-in to promote alignment .
- Watch items:
- Cash Election of $60,000 indicates some preference for cash over equity in 2024, though total mix still predominantly equity via RSUs; monitor future elections for shifts in risk alignment .
- Related-party policy is robust and overseen by the Audit Committee; no specific related-person transactions involving Smith were identified in the retrieved proxy content; continue monitoring 8-Ks and future proxies for updates .
- RED FLAGS: None explicitly disclosed in available materials regarding hedging/pledging, repricing, or related-party transactions tied to Smith .