Ryan Pollock
About Ryan Pollock
Ryan Pollock is a Class I independent director of Urgent.ly (ULY), age 52, serving since November 2019 with a current term expiring in 2027. He is Founder and Managing Partner of Unifi Ventures (since Jan 2025) and Managing Partner at Iron Gate Capital (since Mar 2013); prior roles include Managing Director at Meritage Funds (2004–2013) and management positions at Investec Asset Management (1995–2002). His education includes a B.B.S. in Finance (University of Cape Town), a Diploma in Social Studies in International Economics, Politics and Philosophy (Oxford University), and an MBA with a specialization in Venture Capital (University of Texas at Austin). He is an audit committee member.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unifi Ventures, LLC | Founder & Managing Partner | Jan 2025–present | Venture investing leadership in growth-stage companies |
| Iron Gate Capital, LLC | Managing Partner | Mar 2013–present | Venture and private equity portfolio leadership |
| Meritage Funds | Managing Director | 2004–2013 | Investment leadership in venture/private equity |
| Investec Asset Management | Management positions | 1995–2002 | Global investment operations roles |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Liqid, Inc. | Director | Current | Privately held; portfolio company |
| RemoteLock | Director | Current | Privately held; portfolio company |
| HZO | Director | Current | Privately held; portfolio company |
| Nogin | Director | Prior | Previously served on board |
| Acustream; Integrated; Kapost; Central Logic | Director | Prior | Previously served on boards |
Board Governance
- Independence: The board determined Pollock is independent under Nasdaq standards; six of seven directors were independent at the time (CEO not independent).
- Committee assignments: Audit Committee member; the audit committee is chaired by Suzie Doran, and Pollock is listed on the Audit Committee Report.
- Board structure and tenure: Classified board; Pollock is Class I, age 52 as of Nov 6, 2025; director since 2019; current term expires 2027.
- Attendance and engagement: In 2024, the board held eight meetings; each director attended at least 75% of board and committee meetings, and all directors attended the 2024 annual meeting.
- Committee activity: Audit Committee held five meetings in 2024; Nominating & Corporate Governance Committee held three meetings.
Fixed Compensation
| Component (FY 2024) | Amount ($) |
|---|---|
| Fees Paid or Earned in Cash | 60,000 |
| Stock Awards (grant-date fair value, RSUs) | 129,124.40 |
| Total | 189,124.40 |
Director Compensation Policy cash fee schedule (effective Oct 19, 2023; amended Jan 23, 2025):
- Board member annual cash retainer: $50,000
- Audit committee member: $10,000; audit chair: $20,000
- Compensation committee member: $6,000; chair: $12,000
- Nominating & governance committee member: $5,000; chair: $10,000
- Board chair or lead independent: $20,000
- Maximum annual compensation limit: $750,000 (or $1,000,000 initial year), measured by GAAP grant-date fair value; excludes compensation for services as employee/consultant.
Performance Compensation
| Grant Date | Award Type | Shares | Vesting Schedule | Notes |
|---|---|---|---|---|
| 10/19/2023 | RSUs (Effective Date Award) | 787 | Vest in two equal annual installments beginning 10/19/2025, subject to continued service | 2023 Plan |
| 6/26/2024 | RSUs (Annual Award) | 6,443 | Vested on 6/26/2025, subject to continued service | 2023 Plan |
- The 2024 stock awards reported for Pollock reflect aggregate grant-date fair value under FASB ASC 718 and may not correspond to realized value.
- No director performance metrics (e.g., TSR, EBITDA) are disclosed for director equity grants; awards are time-based RSUs under the outside director policy.
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Iron Gate Urgently, LLC | Purchaser of $500,000 of 2023 convertible notes to ULY | Pollock is Managing Partner at Iron Gate Capital; affiliation indicates potential related-party exposure; company maintains a formal policy with audit committee review of related party transactions. |
- No other public company directorships for Pollock are disclosed in the proxy.
Expertise & Qualifications
- Growth-stage investing and portfolio leadership as Managing Partner at Iron Gate Capital and Unifi Ventures.
- Prior venture/private equity leadership (Meritage Funds) and global investment management experience (Investec Asset Management).
- Formal finance and venture capital education (UCT B.B.S. Finance; Oxford social studies diploma; UT Austin MBA – Venture Capital specialization).
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Nov 6, 2025 | 7,885 | <1% (asterisk denotes less than 1%) |
Outstanding director equity awards (as of Dec 31, 2024):
| Grant Date | RSUs Outstanding | Vesting Notes |
|---|---|---|
| 10/19/2023 | 787 | Two equal annual installments beginning 10/19/2025 |
| 6/26/2024 | 6,443 | Annual Award vested 6/26/2025 |
Governance Assessment
- Positive signals: Pollock’s independence, audit committee membership, and meeting attendance support board effectiveness and fiduciary oversight; audit committee composition meets SEC/Nasdaq independence and financial literacy requirements.
- Alignment: Pollock’s FY 2024 compensation mix favors equity (RSUs), consistent with standard outside director practices; equity grants under a structured policy reviewed with independent consultants (Pearl Meyer).
- Potential conflicts (RED FLAG): Iron Gate Urgently, LLC’s participation in ULY’s 2023 notes financing could constitute a related-party relationship given Pollock’s role at Iron Gate Capital; the company states related-party transactions are reviewed/approved by the audit committee under a formal policy.
- Ownership: Pollock’s beneficial ownership is 7,885 shares (<1%), which is modest; stock ownership guideline compliance is not disclosed in the proxy.