Dan Jedda
YELPAbout Dan Jedda
Independent director of Yelp Inc. since March 2024; currently Chief Financial Officer of Roku, Inc. (since May 2023), with prior CFO role at Stitch Fix (2020–2023) and 15+ years at Amazon in senior finance roles (VP/CFO across Digital Video, Music, Advertising, Corp Dev). Education: B.S. in Accounting & Finance (University of St. Thomas); MBA (University of Minnesota). Core credentials: extensive financial expertise; high‑growth technology operating experience; senior public‑company executive background . Independence: Board affirmatively determined Mr. Jedda is independent under NYSE standards and Yelp’s additional factors . Director since March 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roku, Inc. | Chief Financial Officer | May 2023 – Present | CFO of a leading TV streaming platform |
| Stitch Fix, Inc. | Chief Financial Officer | Dec 2020 – Apr 2023 | Public company CFO experience |
| Amazon.com, Inc. | VP & CFO (Digital Video incl. Amazon Studios; Digital Music; Advertising; Corp Dev) | Jun 2005 – Dec 2020 | High‑growth tech finance, multi‑segment leadership |
External Roles
| Organization | Capacity | Start | Notes |
|---|---|---|---|
| Roku, Inc. | Chief Financial Officer (executive role) | May 2023 | Not listed as a board director in Yelp’s proxy biography |
Board Governance
- Committee assignments: Compensation Committee member (not Chair) .
- Independence: Board considers Jedda independent; all committees are 100% independent .
- Attendance and engagement: Board met 8 times in 2024; each current member attended at least 75% of aggregate Board and committee meetings during their service; independent directors held executive sessions at each regular Board meeting .
- Committee activity in 2024: Compensation Committee held 5 meetings; Audit 9; Nominating 5 .
- Leadership structure: Independent Board Chair (Diane Irvine) separate from CEO .
- Hedging/pledging: Prohibited for directors and executive officers (no short sales, hedging, pledging, margin purchases) .
- Stock ownership guidelines: Amended March 2025; directors must hold shares valued at 5x annual Board cash retainer (excluding committee fees); unexercised options excluded and unvested RSUs excluded from calculation; compliance deadline is the later of Dec 31, 2028 or five years after becoming subject; all current non‑employee directors exceed prior guideline levels .
Fixed Compensation
| Component | 2024 Program Terms | 2024 Amount (Jedda) | 2025 Program Changes |
|---|---|---|---|
| Annual Board retainer (cash) | $40,000 (payable quarterly; can elect RSUs in lieu) | $33,750 (pro‑rated cash fees) | Increased to $45,000 |
| Chair of Board (add’l cash) | +$45,000 (not applicable to Jedda) | — | +$47,500 |
| Audit Committee member | $9,000 | Included in fees above (if applicable for portion of year) | $10,000 |
| Compensation Committee member | $5,000 | Included in fees above (Comp member) | — (chair increased to $15,300) |
| Nominating Committee member | $2,600 | — | $3,900 |
Notes: Non‑employee directors may elect to receive cash fees in RSUs vesting quarterly over the service year; several directors did so in 2024 (Irvine, Anderson, Gibbs). Jedda’s fees were paid in cash, pro‑rated from his March 29, 2024 appointment .
Performance Compensation
| Equity Award | Grant/Value | Shares/Status | Vesting/Performance Terms |
|---|---|---|---|
| New Director RSU | $325,036 (upon appointment in 2024) | Included in unvested RSUs; no options outstanding | Vests in equal annual installments over three years |
| Annual Director RSU (2024) | $205,024 (grant on annual meeting cycle) | Included in unvested RSUs | Fully vests on earlier of 1 year from grant or next annual meeting |
| Equity Mix/Options | RSUs only for directors; no option grants to Jedda | Unvested RSUs: 14,368; Options: 0 (12/31/2024) | Director awards are service‑vesting; no director performance metrics are applied |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None disclosed for Jedda in Yelp’s proxy biography |
| Other roles at public companies | CFO, Roku, Inc. (since May 2023) |
| Compensation Committee interlocks | None; Compensation Committee members (incl. Jedda) were not Yelp officers; no reciprocal executive/comp committee interlocks disclosed |
| Related‑party transactions | No related‑party transactions involving Jedda disclosed; related‑person section lists only the Yelp Foundation matters unrelated to Jedda |
Expertise & Qualifications
- High‑growth technology operator with 15+ years at Amazon (finance leadership across major consumer and media businesses) .
- Public company CFO experience at Stitch Fix and Roku; extensive financial expertise and senior executive experience .
- Adds finance and operating acumen to Compensation Committee oversight of pay, performance alignment, and retention in a product‑led, ad‑supported business .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (3/3/2025) | 2,927 shares (<1% of outstanding) |
| Unvested RSUs (12/31/2024) | 14,368 |
| Options (exercisable/unexercisable) | 0 / 0 |
| Ownership guidelines | Must hold shares worth 5x Board cash retainer; unexercised options and unvested RSUs excluded; compliance by Dec 31, 2028 or five years after becoming subject; all current non‑employee directors exceed prior guideline levels |
| Hedging/pledging | Prohibited for directors (policy) |
Governance Assessment
- Alignment and independence: Jedda is an independent director with deep finance and operating credentials; his seat on the Compensation Committee supports pay‑for‑performance oversight; all committees are fully independent; independent Board Chair enhances objective oversight .
- Attendance/engagement: Board and committees were active (8 Board; 5 Compensation meetings in 2024) and each member met at least the 75% attendance expectation, indicating baseline engagement during his first year on the Board .
- Incentives and ownership: Director pay program is standard, equity‑heavy via RSUs; no options or performance awards for directors; stock ownership requirements were strengthened in 2025 to 5x retainer (a positive alignment signal), with anti‑hedging/pledging policies in place .
- Conflicts/related‑party risk: No related‑party transactions disclosed involving Jedda; Compensation Committee interlocks explicitly negated; standard indemnification and D&O insurance in place .
- RED FLAGS: None disclosed specific to Jedda. No pledging/hedging, no option repricings, no related‑party dealings, and no Section 16(a) delinquencies reported for directors in 2024 .