Tony Wells
YELPAbout Tony Wells
Independent director of Yelp since October 2020; currently a member of the Compensation Committee. Former Chief Media Officer at Verizon (2021–2023) and Chief Brand Officer at USAA (2020–2021), with prior senior marketing leadership roles at Schneider Electric, ADT, and 24 Hour Fitness. Venture Partner at AZ-VC (since April 2024) and director at Nexstar Media Group (since July 2023). Education: B.S. from the United States Naval Academy; Certificate in Business Administration from Johns Hopkins Carey Business School; former U.S. Marine Corps infantry officer .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verizon Communications Inc. | Chief Media Officer | Sep 2021–Mar 2023 | Led media strategy at a global telecom leader |
| USAA | Chief Brand Officer; senior marketing leadership | Jul 2020–Sep 2021; Nov 2017–Jul 2020 | Led marketing research, analytics, and member intelligence |
| Schneider Electric SA | SVP & Chief Marketing Officer, North America | Oct 2014–Nov 2017 | Marketing leadership in energy management and automation |
| ADT Security Services | Chief Marketing Officer | Prior to 2014 | Senior marketing leadership |
| 24 Hour Fitness USA, Inc. | Chief Marketing Officer | Prior to 2014 | Senior marketing leadership |
| Visa USA; Interpublic Group; SFX Sports; The Mills Corp.; Nissan North America | Various marketing/brand roles | Various | Multi-industry marketing, operations, analytics |
| U.S. Marine Corps | Infantry Officer | Earlier career | Military leadership credentials |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Nexstar Media Group, Inc. | Director | Jul 2023 | Public company board service |
| AZ-VC (Arizona’s largest VC fund) | Venture Partner | Apr 2024 | Venture investing; regional tech ecosystem |
Board Governance
- Independence: Determined independent under NYSE standards and Yelp’s additional factors .
- Committee assignments: Compensation Committee member (Comp Committee chaired by Fred D. Anderson, Jr.) .
- Board and committee activity: Board met 8 times in 2024; committees met Audit (9), Compensation (5), Nominating (5) .
- Attendance: Each current director attended at least 75% of Board and relevant committee meetings in 2024; all nine directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors met in executive session at each regularly scheduled Board meeting (4 sessions in 2024), presided over by independent Chair Diane Irvine .
- Years of service on Yelp Board: Since October 2020 .
Fixed Compensation
| Item | 2024 Amount/Term | Notes |
|---|---|---|
| Annual Board cash retainer | $40,000 | Paid quarterly in arrears; may elect RSUs in lieu of cash |
| Compensation Committee member fee | $5,000 | Paid quarterly |
| Annual RSU award (2024 grant) | $205,000 grant-date value | Vests fully by next annual meeting or 1 year from grant |
| Chair/Committee Chair fees | Various (not applicable to Wells) | Audit Chair $20k; Comp Chair $10k; Nom Chair $7.5k |
| 2025 program changes | Board retainer $45,000; Comp Chair $15,300; Nom Chair $10,000; Audit member $10,000; Nom member $3,900; Annual RSU $247,500 | Effective 2025 |
| Tony Wells – 2024 Director Compensation | Amount |
|---|---|
| Fees earned/paid in cash | $45,000 |
| Stock awards (grant-date value) | $205,024 |
| Total | $250,024 |
Performance Compensation
- Structure: Director equity is time-based RSUs; no performance metrics tied to director compensation; RSUs vest as specified (new director grant vests annually over three years; annual RSU vests over one year) .
| Performance Metric | Applicable to Director Grants? | Basis |
|---|---|---|
| Financial (Revenue, EBITDA) | No | Director equity is time-based; performance metrics apply to executives |
| Relative TSR | No | Applies to executive Performance RSUs, not directors |
Other Directorships & Interlocks
- Current public boards: Nexstar Media Group (since July 2023) .
- Interlocks: Compensation Committee Interlocks disclosure indicates no current or past interlocks with Yelp executives (no cross-committee/board roles that would pose conflicts) .
Expertise & Qualifications
- Extensive marketing, operations, data analytics, and strategy experience; leadership across major consumer and services categories, including home services (strategic fit with Yelp’s Services focus) .
- Military leadership (U.S. Marine Corps) and formal business training (Naval Academy B.S.; Johns Hopkins business certificate) .
Equity Ownership
| Component | Amount |
|---|---|
| Total beneficial ownership (shares) | 41,686 (<1% of outstanding) |
| Breakdown | 20,553 shares held; 21,133 options exercisable within 60 days |
| Unvested RSUs (12/31/2024) | 8,278 |
| Outstanding stock options (12/31/2024) | 21,550 |
| Ownership guidelines | Directors must hold shares valued at 5x board cash retainer; unexercised options excluded; deadline the later of Dec 31, 2028 or five years after becoming subject; all current directors exceed prior (pre-2025) guideline levels |
| Pledging/hedging status | Prohibited under Insider Trading Policy; no pledging, short sales, derivatives, or speculative transactions |
Insider Trades & Section 16 Compliance
| Person | 2024 Section 16 Filing Compliance |
|---|---|
| Tony Wells | Compliant (all directors/officers complied) |
Governance Assessment
- Board effectiveness: Independent director with deep consumer/multicategory marketing expertise aligned to Yelp’s Services growth priorities; active member of the Compensation Committee; Board maintains independent Chair and fully independent committees .
- Independence & attendance: Independent under NYSE standards; attendance met Board expectations (≥75%) with regular executive sessions; strong governance cadence .
- Compensation & alignment: Director pay is standard market structure with cash retainer and annual RSUs; program reviewed with independent consultant (Compensia); strengthened stock ownership guidelines (5x retainer) improve alignment; hedging/pledging prohibited .
- Other directorships: Nexstar board service and AZ-VC venture role broaden industry insights; no disclosed related-party transactions involving Wells; interlocks disclosure indicates no conflicts .
- Shareholder signals: Consistent strong say‑on‑pay support (~94% in 2024); Board enhanced governance disclosures (AI oversight, succession planning) and raised ownership requirements—positive for investor confidence .
RED FLAGS: None disclosed specific to Tony Wells. No related‑party transactions; no hedging/pledging; no option repricing; Compensation Committee fully independent; Section 16 compliance affirmed .