Kirsten Kliphouse
VimeoAbout Kirsten Kliphouse
Kirsten Kliphouse (age 58) is a new director nominee at Vimeo, deemed independent by the Board, with a background leading large-scale enterprise sales and services organizations at Google Cloud (President, North America; later President, Americas) and more than 25 years at Microsoft, plus executive roles at Red Hat, Yardarm Technologies, and Scaling Ventures; she holds a degree in Computer Information Sciences and Business from Muhlenberg College . If elected, she will join Vimeo’s Nominating and Corporate Governance Committee; her core credentials span AI, information security, data privacy, accounting and finance, and corporate governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Google Cloud | President, North America; then President, Americas | Jul 2019–Mar 2022; Mar 2022–Jul 2023 | Led sales, go-to-market, customer engagement, channel and services; Global Chair for Aspiring Leadership Academy and Women@GoogleCloud |
| Red Hat (IBM) | Senior Vice President | Jan 2018–Jun 2019 | Senior executive in enterprise software |
| Yardarm Technologies | Chief Executive Officer | Feb 2017–Dec 2017 | CEO of hardware/software solutions company |
| Scaling Ventures | Founder & CEO | Not specified | Technology investment and advisory; founder-led |
| Microsoft | Executive leadership team; Corporate VP of Customer Support/Success/Professional Services | >25 years | Led 10,000+ employees globally; Microsoft Founders Award recipient |
External Roles
| Company | Exchange/Ticker | Board Role | Committees | Start Date |
|---|---|---|---|---|
| Labcorp Holdings Inc. | NYSE: LH | Director | Audit Committee | Oct 2022 |
| Dun & Bradstreet Holdings, Inc. | NYSE: DNB | Director | Audit Committee | Jul 2023 |
| Global Payments, Inc. | NYSE: GPN | Director | Technology Committee | Oct 2023 |
Board Governance
- Independence: The Board determined Kliphouse meets Nasdaq director independence requirements; all Board committees are composed solely of independent directors .
- Committee assignment at Vimeo: Upon election, she will join the Nominating & Corporate Governance Committee; the committee met once in 2024 .
- Executive sessions: Independent directors hold executive sessions without management from time to time; no lead independent director is designated .
- Attendance baseline: The Board met seven times in 2024; all incumbent directors attended at least 75% of Board/committee meetings; Kliphouse is a 2025 nominee (no attendance yet) .
- Cybersecurity oversight: Audit Committee oversees cybersecurity; CISO reports regularly to the committee .
Fixed Compensation
Vimeo non-employee director compensation program (applicable upon election):
| Component | Amount/Terms |
|---|---|
| Annual cash retainer (Board) | $50,000 |
| Committee fees | Audit: Chair $20,000; Member $10,000. Compensation: Chair $20,000; Member $5,000. Nominating: no fees |
| Equity (annual) | RSUs valued at $200,000 upon re-election; vest in two equal installments over two years; unvested RSUs forfeit upon termination; full acceleration upon change in control with termination of service |
| Reimbursement | Reasonable expenses for meeting attendance reimbursed |
| Hedging/short sales | Prohibited for directors under Insider Trading Policy |
Performance Compensation
| Performance Metric | Used in Director Compensation? | Notes |
|---|---|---|
| Financial/TSR metrics for director equity | No | Director RSUs are time-based, not performance-based, under the standard non-employee director program |
Other Directorships & Interlocks
- Public boards: Labcorp (Audit), Dun & Bradstreet (Audit), Global Payments (Technology); sectors (healthcare, data/analytics, payments) are distinct from Vimeo’s video platform; no shared directorships disclosed with Vimeo’s customers/suppliers .
- Related party transactions: Vimeo’s related party section details IAC/Angi leases and legacy agreements; no transactions involving Kliphouse are disclosed .
Expertise & Qualifications
- Core competencies: Accounting, Finance, Information Security & Data Privacy, Cybersecurity, Artificial Intelligence, Environment/Climate, Corporate Governance, Compensation .
- Enterprise leadership: Led large-scale go-to-market and services organizations across Google Cloud and Microsoft .
- Audit literacy: Audit committee service at two public companies (Labcorp, DNB) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Kirsten Kliphouse | — (none reported as of record date) | — | No common or Class B shares reported in beneficial ownership table as of Apr 21, 2025 |
| Stock ownership guidelines (directors) | 5x annual cash retainer (encouraged) | Policy | Company reports all Section 16 officers and non-employee directors compliant as of proxy date |
| Hedging/derivatives/short sales | Prohibited | Policy | Insider Trading Policy bans hedging/derivatives and short selling |
Governance Assessment
- Strengths: Independent status; deep enterprise/AI and cybersecurity expertise; audit committee experience enhances oversight quality; adherence to stock ownership guidelines reported at the Board level; hedging/short sales prohibited .
- Potential watch items: Multiple public board commitments (LH, DNB, GPN) may increase time demands; no attendance record at Vimeo yet due to new nomination; monitor future beneficial ownership for alignment and committee contributions .
- Conflicts/related-party exposure: None disclosed involving Kliphouse; Vimeo’s related party dealings primarily relate to IAC/Angi leases and legacy agreements .
- Compensation alignment: Director pay is balanced cash/RSUs with time-based vesting; change-of-control acceleration tied to termination of service; no performance-linked director equity metrics (reduces risk of short-termism) .
- Shareholder signals: Prior year say-on-pay approval ~98% indicates strong investor support for Vimeo’s pay practices (executive program context) .