Fred D. Anderson, Jr.
YELPAbout Fred D. Anderson, Jr.
Fred D. Anderson, Jr. is an independent director of Yelp, serving since February 2011, and currently chairs the Compensation Committee and sits on the Audit Committee; the Board has also designated him an “audit committee financial expert.” He is Managing Director and co‑founder of NextEquity Partners (since July 2015), and previously co‑founded Elevation Partners (Managing Director, 2004–2021), served as EVP & CFO of Apple (1996–2004), and as Corporate VP & CFO of Automatic Data Processing (1992–1996). He holds a B.A. from Whittier College and an M.B.A. from UCLA Anderson.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apple Inc. | Executive Vice President & Chief Financial Officer | Mar 1996 – Jun 2004 | Senior finance leadership at a large, global technology company |
| Automatic Data Processing, Inc. | Corporate Vice President & Chief Financial Officer | Aug 1992 – Mar 1996 | Financial leadership at electronic transaction processing firm |
| Elevation Partners | Managing Director, Co‑founder | Jul 2004 – Dec 2021 | Technology-focused private equity; fund fully realized and liquidated by 2021 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NextEquity Partners | Managing Director, Co‑founder | Since Jul 2015 | Venture investments in technology and digital media |
| Whittier College | Board of Trustees | Current | Trustee service in higher education |
Board Governance
- Committee assignments: Compensation Committee (Chair); Audit Committee (member). The Audit Committee recognized Anderson as an “audit committee financial expert.”
- Independence: The Board affirmatively determined Mr. Anderson is independent under NYSE standards and Yelp’s additional independence factors.
- Attendance and engagement: In 2024 the Board met 8 times; each current member attended at least 75% of Board and applicable committee meetings, and all nine directors attended the 2024 annual meeting. Independent directors met in executive sessions at each regularly scheduled Board meeting.
- Committee activity levels (2024 meetings): Audit (9), Compensation (5), Nominating (5).
Fixed Compensation (Director)
| Component | 2024 Amount/Structure | 2025 Policy Update |
|---|---|---|
| Board annual cash retainer | $40,000; Anderson elected to take fees in RSUs (in‑lieu value $59,019) | Increased to $45,000 |
| Audit Committee — member | $9,000; elected in RSUs (included in $59,019 above) | Increased to $10,000 (member fee) |
| Compensation Committee — Chair | $10,000; elected in RSUs (included in $59,019 above) | Increased to $15,300 (chair fee) |
| Annual RSU (director equity) | $205,024 grant‑date fair value; vests by earlier of 1 year or next AGM | Increased target value to $247,500 |
| Total reported 2024 director comp | $264,043 (all equity): $59,019 RSUs in lieu of cash + $205,024 Annual RSU |
Notes: Non‑employee directors may elect to receive cash retainers in the form of RSUs vesting quarterly over the year of service.
Performance Compensation (Director)
| Element | Metric(s) | Grant Date / Value | Vesting |
|---|---|---|---|
| Annual RSU (non‑employee director) | None (service‑based, not performance‑based) | 2024: $205,024 (grant‑date fair value) | Full vest by earlier of 1 year from grant or next annual meeting |
| RSUs in lieu of cash fees | None (service‑based) | 2024: $59,019 (grant‑date fair value) | Vests quarterly over applicable year of service |
- No performance‑conditioned awards are used for non‑employee directors; director equity is service‑based to align with long‑term ownership.
Other Directorships & Interlocks
| Company | Board Service | Committee Roles (if disclosed) |
|---|---|---|
| eBay Inc. | Jul 2003 – Jun 2020 | Not disclosed |
| Move, Inc. | Nov 2006 – Mar 2012 | Not disclosed |
| Palm, Inc. | Oct 2007 – Jul 2010 | Not disclosed |
| Apple Inc. | Jun 2004 – Sep 2006 | Not disclosed |
- Compensation Committee Interlocks: None. No Yelp executive officer served on another company’s compensation committee where any of Anderson (or other Yelp directors) served as an executive, and no member of Yelp’s Compensation Committee has ever been a Yelp officer or employee.
Expertise & Qualifications
- Extensive financial expertise from CFO roles at Apple and ADP; significant board and senior management experience at innovative technology companies; deep experience in complex corporate transactions.
- Audit committee financial expert designation by the Board.
Equity Ownership
| Beneficial Ownership (as of Mar 3, 2025) | Amount |
|---|---|
| Shares beneficially owned | 63,264 (33,681 shares held + 29,583 options exercisable within 60 days) — less than 1% of outstanding |
| Options exercisable within 60 days | 29,583 |
| Unvested/Outstanding (as of Dec 31, 2024) | Amount |
|---|---|
| Unvested RSUs | 8,672 |
| Outstanding stock options | 30,000 |
Alignment & policies:
- Director stock ownership guidelines increased in March 2025 to 5x the annual Board cash retainer (excluding committee fees); unexercised options no longer count; compliance deadline is the later of Dec 31, 2028 or five years after becoming subject. Each current non‑employee director exceeds the prior guidelines.
- Strict prohibition on short sales, hedging, pledging, margin purchases or other inherently speculative transactions in Yelp equity by directors and executive officers.
Governance Assessment
Positive signals
- Independent, financially sophisticated chair of the Compensation Committee and member of the Audit Committee; designated “audit committee financial expert,” supporting robust oversight of financial reporting and pay programs.
- Strong shareholder alignment: elected to take 2024 cash fees in stock (RSUs), and Board raised director ownership guidelines to 5x retainer in 2025; hedging/pledging prohibited.
- Shareholder support for compensation program: 2024 say‑on‑pay received approximately 94% approval; Compensation Committee used investor feedback to maintain structure and strengthen ownership guidelines.
- Independence and engagement: Board determined Anderson independent; Board/committees composed of 100% independent members, with regular executive sessions; each director met the ≥75% attendance threshold and all attended the 2024 AGM.
Watch items
- Tenure since 2011 can raise refreshment concerns; however, Yelp has demonstrable refreshment (three independent nominees joined since 2020) and annually reviews committee composition.
- No individual attendance rate disclosed beyond the ≥75% standard; investors may press for 100% attendance disclosure by director in future proxies.
Conflicts and related‑party exposure
- No related‑party transactions disclosed involving Anderson; Audit Committee reviews and must approve any related‑person transactions under a written policy.
- Compensation Committee interlocks: none reported.
Overall, Anderson’s deep finance background, audit committee financial expert designation, and leadership of the Compensation Committee — coupled with strong say‑on‑pay outcomes and heightened ownership guidelines — support investor confidence in board oversight of pay and performance. Continued board refreshment mitigates tenure‑related concerns.