Andrew Sheehan
YextAbout Andrew Sheehan
Andrew Sheehan is Yext’s Lead Independent Director and a Class III director. He has served on Yext’s board since May 2008 and has held the Lead Independent Director role since March 2022. Sheehan is 67 years old, holds a B.A. in English from Dartmouth College and an M.B.A. from the Wharton School, and brings deep venture capital and technology industry expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sutter Hill Ventures | Managing Director | 2007 – Feb 2021 | VC leadership; technology investing |
| Tippet Venture Partners | Managing Member | 2014 – Present | VC leadership; technology investing |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| QuinStreet, Inc. (public) | Director | Feb 2017 – Present | Marketing technology board experience |
| Macondray Capital Acquisition Corp. (public) | Director | Jun 2021 – Jan 2023 | SPAC governance experience |
| Various private tech companies | Director | Ongoing | Technology industry boards |
Board Governance
- Independence: The board determined Sheehan is independent under SEC and NYSE rules; all standing committees are fully independent .
- Lead Independent Director: Presides over meetings of independent directors, serves as liaison to the CEO/Chair, and performs additional delegated duties .
- Committee assignments: Audit Committee member (audit committee financial expert designation) and Chair of the Nominating & Corporate Governance Committee .
- Attendance and engagement: The board met 10 times in FY2025; each director attended at least 75% of board and applicable committee meetings. Audit Committee met 7 times; Compensation Committee met 7 times; Nominating & Governance met 4 times .
Fixed Compensation
| Component (FY2025 policy) | Annual Amount | Applicability to Sheehan | Notes |
|---|---|---|---|
| Board retainer | $36,000 | Yes | Standard non-employee director retainer |
| Lead Independent Director | $18,000 | Yes | Additional retainer for lead role |
| Audit Committee member | $10,000 | Yes | Member (not chair) |
| Nominating & Governance Chair | $7,500 | Yes | Committee chair fee |
| Total cash fees earned (FY2025) | $71,500 | Yes | Matches policy component sum and reported fees |
- Director cash retainers can be taken in equity at a director’s election; several directors elected equity in lieu of cash for 2024 service, vesting March 20, 2025 (no election by Sheehan is disclosed) .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (annual director grant) | Jun 12, 2024 | 31,250 | $162,188 | 100% on Jun 12, 2025 (service-based) | Standard annual award size around $175k under policy; reported fair value for Sheehan was $162,188 |
| Outstanding stock awards (as of Jan 31, 2025) | — | 31,250 | — | Unvested | Matches annual grant; vests Jun 12, 2025 |
Performance metrics tied to director compensation: None disclosed (director equity is time-based; no revenue/EBITDA/TSR metrics for director awards) .
Change-of-control terms (directors): If outside director awards are assumed and service terminates on/after a change in control (other than voluntary resignation), all director equity vests in full; if awards are not assumed/substituted, they vest in full prior to the transaction per the plan .
Other Directorships & Interlocks
- Other public company boards: QuinStreet (current), Macondray Capital Acquisition Corp. (prior) .
- Compensation committee interlocks: None; the company discloses no interlocks, and Sheehan is not on the compensation committee .
Expertise & Qualifications
- Audit expertise: Designated audit committee financial expert by the board .
- Venture capital and technology: Longstanding VC roles and multiple tech board seats .
- Governance leadership: Lead Independent Director and chair of Nominating & Governance Committee .
- Education: B.A. Dartmouth; M.B.A. Wharton .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition |
|---|---|---|---|
| Andrew Sheehan | 1,851,785 | 1.5% | Includes stakes via Tippet Venture Partners entities and a trust; excludes RSUs vesting after 60 days from measurement date |
- Outstanding director RSUs (unvested as of Jan 31, 2025): 31,250 .
- Hedging/pledging safeguards: Company policy prohibits hedging for directors and employees; pledging is prohibited for named executive officers (no pledging by Sheehan is disclosed in ownership table) .
- Stock ownership guidelines: Non-employee directors expected to hold shares equal to 5x the annual board cash retainer; compliance status is not disclosed by individual .
Governance Assessment
- Positive alignment: Independent status, Lead Independent Director role, and audit financial expert designation indicate strong governance engagement and oversight capability .
- Attendance: Met minimum attendance thresholds across board and committee obligations during FY2025, supporting engagement .
- Compensation mix: Balanced cash (policy-driven retainers) and equity (time-based RSUs), with clear, non-excessive director fees; annual grant consistent with policy .
- Ownership: Material personal and affiliated ownership (1.5%) provides skin-in-the-game; no director-level pledging disclosed; hedging prohibited, improving alignment and reducing red flags .
- Conflicts/related parties: No related-party transactions disclosed involving Sheehan; audit committee charters provide oversight for related-party transactions .
- Change-of-control provisions: Standard acceleration terms for outside directors under the 2016 Plan; not unusual but worth monitoring for potential value transfers in M&A scenarios .
- RED FLAGS: None disclosed for Sheehan regarding legal proceedings, pledging, hedging, or related-party transactions; continue monitoring for any transactions involving Tippet-affiliated entities with Yext .