Diane Irvine
YELPAbout Diane Irvine
Independent Chair of Yelp’s Board since September 2015 and director since November 2011, Irvine is an Audit Committee financial expert and serves as Audit Committee Chair and a member of the Nominating & Corporate Governance Committee . She was CEO/President/CFO of Blue Nile and CFO of Plum Creek Timber, with earlier partnership experience at Coopers & Lybrand; she holds a B.S. in Accounting (Illinois State) and an M.S. in Taxation and Doctor of Humane Letters (Golden Gate University) . The Board affirms her independence under NYSE standards, and she presides over executive sessions of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blue Nile, Inc. | Chief Executive Officer | Feb 2008 – Nov 2011 | Led public e-commerce retailer; extensive financial and operating leadership |
| Blue Nile, Inc. | President | Feb 2007 – Nov 2011 | Senior executive leadership |
| Blue Nile, Inc. | Chief Financial Officer | Dec 1999 – Sep 2007 | Financial stewardship at a public company |
| Plum Creek Timber Co., Inc. | Vice President & CFO | Feb 1994 – May 1999 | Timberland/wood products finance leadership |
| Coopers & Lybrand LLP | Various roles, culminating in Partner | Sep 1981 – Feb 1994 | Public accounting partnership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Funko, Inc. | Director | Since Aug 2017 | Current public company board |
| Farfetch Limited | Director | Aug 2020 – Dec 2023 | Past public company board |
| Casper Sleep Inc. | Director | Jul 2019 – Jan 2022 | Past public company board |
| XO Group Inc. | Director | Nov 2014 – Dec 2018 | Past public company board |
| Rightside Group, Ltd. | Director | Aug 2014 – Jul 2017 | Past public company board |
| CafePress Inc. | Director | May 2012 – May 2015 | Past public company board |
| Blue Nile, Inc. | Director | May 2001 – Nov 2011 | Past public company board |
| D.A. Davidson Companies | Board Member | Since Jan 2018 | Other board service (non-public) |
Board Governance
- Independent Chair with authority to call/preside over meetings and executive sessions; independence complements management oversight .
- Committee assignments: Audit (Chair) and Nominating & Corporate Governance; all committees are 100% independent .
- Audit Committee responsibilities include financial reporting, ICFR, auditor oversight, related-party reviews, and cybersecurity risk oversight; Irvine qualifies as an “audit committee financial expert” .
- 2024 meeting cadence: Board met 8 times; Audit 9; Nominating 5; Compensation 5; independent directors held four executive sessions, presided over by Irvine; all nine directors attended the 2024 Annual Meeting .
- AI oversight: Audit Committee receives periodic updates on AI strategy and governance as part of risk oversight framework .
- Stockholder engagement: Irvine joined management in discussions with stockholders representing ~40% of non-affiliate shares as part of 2024 outreach .
- Governance practices: majority voting with director resignation policy; proxy access; prohibition on short sales, hedging, pledging, margin purchases by directors/officers; updated stock ownership guidelines; clawback for executive officers .
Fixed Compensation
Program-level director fees (2024):
| Component | 2024 Amount |
|---|---|
| Annual Board retainer (cash) | $40,000 |
| Additional Board Chair fee (cash) | $45,000 |
| Audit Committee Chair fee (cash) | $20,000 |
| Audit Committee member fee (cash) | $9,000 |
| Compensation Committee Chair fee (cash) | $10,000 |
| Compensation Committee member fee (cash) | $5,000 |
| Nominating Committee Chair fee (cash) | $7,500 |
| Nominating Committee member fee (cash) | $2,600 |
2024 actual compensation for Diane Irvine:
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash | — (elected RSUs in lieu of $107,607 cash) |
| Stock Awards (grant-date fair value) | $312,631 |
| Total | $312,631 |
2025 Director compensation updates:
| Component | 2025 Amount |
|---|---|
| Annual Board retainer (cash) | $45,000 |
| Additional Board Chair fee (cash) | $47,500 |
| Compensation Committee Chair fee (cash) | $15,300 |
| Nominating Committee Chair fee (cash) | $10,000 |
| Audit Committee member fee (cash) | $10,000 |
| Nominating Committee member fee (cash) | $3,900 |
Performance Compensation
| Award type | 2024 Value | Vesting terms | Notes |
|---|---|---|---|
| Annual RSU Award (non-employee directors) | $205,000 grant-date value | Fully vests on earlier of 1 year or next Annual Meeting | Grant value shown as $205,024 in director comp table due to rounding |
| RSUs in lieu of cash fees (optional election) | $107,607 for Irvine | Vests quarterly over applicable year of service | Value represents Irvine’s elected conversion of cash fees |
| Annual RSU Award (2025) | $247,500 value | Same vesting convention | Increase approved after peer review |
No performance metrics are used for director equity; director RSUs are service-based (time-vesting), not tied to financial/TSR targets .
Other Directorships & Interlocks
| Company/Entity | Relationship to Yelp | Notes |
|---|---|---|
| Funko, Farfetch, Casper Sleep, XO Group, Rightside, CafePress, Blue Nile | No disclosed related-party deals with Yelp | No Diane-specific related-person transactions disclosed for 2024–2025 period |
| D.A. Davidson Companies | Financial services; other board service | No related-person transaction disclosure involving Irvine |
Expertise & Qualifications
- Extensive financial expertise and public company senior management experience (CEO/CFO), designated as Audit Committee financial expert .
- Industry experience across e-commerce, consumer, timber, and public accounting; advanced taxation credentials .
- Governance leadership as Independent Chair with authority over agendas and executive sessions .
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial ownership (March 3, 2025) | 107,650 shares; less than 1% of total |
| Breakdown (beneficial ownership footnote) | 68,067 shares held + 39,583 options exercisable within 60 days |
| Unvested RSUs (Dec 31, 2024) | 8,995 |
| Outstanding stock options (Dec 31, 2024) | 40,000 |
| Pledging/Hedging policy | Prohibited for directors/officers under Insider Trading Policy |
Director stock ownership guidelines:
- Restated in March 2025: directors must hold shares valued at 5x annual cash Board retainer (committee fees excluded); unexercised options excluded; compliance by Dec 31, 2028 or 5 years after becoming subject .
- Each current non-employee director exceeds the prior guideline levels as of Dec 31, 2024 .
Governance Assessment
- Strengths: Independent Chair; Audit Chair and financial expert; robust committee independence; executive sessions led by Irvine; active investor engagement; updated ownership guidelines; prohibition on hedging/pledging; majority voting with resignation policy; AI risk oversight housed in Audit Committee .
- Alignment: Irvine elected equity in lieu of cash fees ($107,607), increasing ownership alignment; received Annual RSU Award ($205,024); maintains unvested RSUs and longstanding options, with <1% ownership overall .
- Attendance/engagement: All directors attended 2024 Annual Meeting; each director met ≥75% attendance on Board/committee meetings; independent directors met four times in executive session .
- Conflicts/related-party: No Diane-specific related-person transactions disclosed; Audit Committee oversees related-party approvals under policy .
- Watch items: Multiple concurrent board roles (Yelp Chair/Audit Chair plus Funko and D.A. Davidson) warrant ongoing monitoring for time commitments; no attendance concerns disclosed for 2024 .