Robert Gibbs
YELPAbout Robert Gibbs
Independent director since May 2012; currently Chair of the Nominating & Corporate Governance Committee and member of the Audit Committee . Background spans senior communications leadership and public policy: Chief Communications and Public Affairs Officer at Warner Bros. Discovery (since July 2024), senior advisor and former partner at Bully Pulpit International, former EVP and Global Chief Communications Officer at McDonald’s, and 28th White House Press Secretary (2009–2011) . Education: B.A. in Political Science, North Carolina State University . The Board has affirmatively determined Gibbs is independent under NYSE standards and Yelp’s additional independence factors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Warner Bros. Discovery | Chief Communications & Public Affairs Officer | Since Jul 2024 | Corporate communications leadership at a global media company |
| Bully Pulpit International | Senior Advisor; formerly Partner | Advisor since Jul 2024; Partner Mar 2020–Jul 2024 | Strategic communications counsel; firm co-leadership experience |
| McDonald’s Corporation | EVP, Global Chief Communications Officer | Jun 2015–Oct 2019 | Led global corporate communications in restaurant category |
| The Incite Agency | Co‑founder & Partner | Jun 2013–Jun 2015 | Strategic communications; firm co-founder |
| White House | 28th Press Secretary | Jan 2009–Feb 2011 | National press relations, crisis management |
| Obama 2012 Campaign | Senior Campaign Advisor | Jan 2012–Nov 2012 | National campaign strategy |
| U.S. Senate Campaigns/DSCC | Communications Director | Various, incl. Kerry 2004; Obama 2004; Fritz Hollings 1998 | Political communications leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Warner Bros. Discovery | Chief Communications & Public Affairs Officer | Since Jul 2024 | Global media & entertainment |
| Bully Pulpit International | Senior Advisor | Since Jul 2024 | Communications advisory |
| NBC/MSNBC | Contributor | Various | Media contributor |
Board Governance
- Committee assignments: Nominating & Corporate Governance (Chair), Audit (member) .
- Independence: Board determined Gibbs is independent; all committees are fully independent .
- Attendance/engagement: Board met 8 times in 2024; each director attended ≥75% of applicable Board/committee meetings; all nine directors attended the 2024 Annual Meeting; independent directors held 4 executive sessions, chaired by the independent Board Chair .
- Nominating Committee scope under his chairship includes CEO/COO performance reviews, succession planning, board composition/diversity, director education, and ESG reporting oversight .
Fixed Compensation
| Component | 2024 Terms | 2025 Changes | Notes |
|---|---|---|---|
| Annual Board Retainer (cash) | $40,000 | $45,000 | Payable quarterly; directors may elect RSUs in lieu of cash |
| Board Chair Additional Fee | $45,000 | $47,500 | Not applicable to Gibbs |
| Audit Committee Chair | $20,000 | No change disclosed | Not applicable to Gibbs |
| Audit Committee Member | $9,000 | $10,000 | Applicable to Gibbs |
| Compensation Committee Chair | $10,000 | $15,300 | Not applicable to Gibbs |
| Compensation Committee Member | $5,000 | No change disclosed | Not applicable to Gibbs |
| Nominating Committee Chair | $7,500 | $10,000 | Applicable to Gibbs |
| Nominating Committee Member | $2,600 | $3,900 | Not applicable to Gibbs |
| Cash fees taken as RSUs (Gibbs) | $56,505 grant-date fair value in RSUs in lieu of cash | Not disclosed | Elected RSUs for 2024 cash fees |
Performance Compensation
| Equity Component | 2024 Structure | Vesting | 2025 Update |
|---|---|---|---|
| Annual RSU Award (non-employee directors) | $205,000 stated value; grant-date fair value may vary slightly due to rounding | Fully vests on earlier of 1 year from grant or next annual meeting | Increased to $247,500 value |
| Options | No new option grants disclosed for directors; legacy options outstanding | As granted historically | — |
Non-employee director equity is time-based; no performance metrics (e.g., net revenue/EBITDA/TSR) apply to director awards .
Other Directorships & Interlocks
- Public company directorships for Gibbs: None disclosed in the proxy biography .
- Potential interlocks/conflicts: Prior executive role at McDonald’s (major restaurant advertiser category on Yelp) is historical; no related-party transactions disclosed involving Gibbs .
Expertise & Qualifications
- Extensive media, communications, and public policy experience; leadership experience in restaurant category .
- Current C-suite role in global media (Warner Bros. Discovery) supports oversight of communications, policy, brand trust, and risk .
- Nominating chair responsibilities align with succession, governance refresh, and ESG reporting oversight .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 77,157 shares; less than 1% | Includes 37,574 shares held + 39,583 options exercisable within 60 days of Mar 3, 2025; transferred economic interest in 20,730 of such exercisable options via domestic relations order; disclaims beneficial ownership of those underlying shares |
| Unvested RSUs (as of Dec 31, 2024) | 8,655 | Director awards outstanding |
| Outstanding stock options (total) | 40,000 | Legacy grants; not all exercisable within 60 days |
| Ownership guidelines (directors) | Required to hold shares valued at 5x annual Board cash retainer (excluding committee fees); options excluded; unvested RSUs excluded | Compliance deadline: later of Dec 31, 2028 or 5 years after subject to Restated Guidelines; all current non-employee directors exceed prior guideline levels |
| Hedging/pledging | Prohibited (short sales, margin pledging, derivatives, hedging) | Insider Trading Policy |
Director Compensation (Most Recent Fiscal Year)
| Name | Fees Earned (Cash) ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Robert Gibbs | — (elected RSUs in lieu of $56,505 cash) | 261,529 (includes $56,505 RSUs in lieu of cash + $205,024 Annual RSU) | 261,529 |
| Name | Unvested RSUs | Outstanding Stock Options |
|---|---|---|
| Robert Gibbs | 8,655 | 40,000 |
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support: 94.1% votes in favor .
- 2024 director election support for Robert Gibbs: 95.4% votes in favor .
- Governance responses: Increased stock ownership guidelines (directors to 5x retainer; options excluded), continued pay-for-performance emphasis for executives; reflects investor feedback and strong say‑on‑pay support .
Board Governance Signals
- Committee effectiveness: As Nominating Chair, Gibbs oversees board/management evaluations, succession planning, governance documents, and director education—key to board refresh and oversight quality .
- Attendance/engagement: Meets expected participation thresholds; active independent executive sessions; robust committee meeting cadence (Audit 9; Comp 5; Nominating 5 in 2024) .
- Independence and conflicts: Board-confirmed independence; no related-party transactions involving Gibbs disclosed; prohibition on hedging/pledging strengthens alignment .
- Ownership alignment: Material equity exposure (RSUs, legacy options); strengthened director ownership guidelines with long-dated compliance horizon; group currently exceeds prior guideline levels .
Governance Assessment
- Strengths: Independent status; high shareholder support for election; chairs governance-critical committee with scope covering succession and board evaluations; equity alignment bolstered by stricter ownership guidelines and anti-hedging/pledging policy .
- Watch items: Multiple external professional commitments (Warner Bros. Discovery, advisory/TV contributor) could pose time‑management considerations, though no attendance shortfalls disclosed; historical restaurant industry ties do not present current related‑party risks per proxy .
- Overall: Indicators support board effectiveness and investor confidence—robust independence, governance leadership, and strong shareholder endorsement.
RED FLAGS
- None disclosed in proxy regarding related‑party transactions, hedging/pledging, or low attendance for Gibbs; note transfer of economic interest in a portion of options via domestic relations order (administrative, not governance-related) .