Evan Skorpen

About Evan Skorpen

Independent Class I director of Yext since September 2022; age 36; Partner and public portfolio manager at Lead Edge Capital. Prior roles include investor at ValueAct Capital (2015–2018) and Hellman & Friedman (2013–2015). B.A. in Mathematics and Economics from Williams College. The Board has determined Skorpen is independent under SEC and NYSE rules .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee member; committee currently chaired by Hillary Smith; members are Smith (Chair), Lipson, Skorpen .
• Not an Audit Committee member (Audit: Davis (Chair), Sheehan, Smith) ; Not on Nominating & Corporate Governance (Sheehan (Chair), Waugh) .
• Independence: Board determined Skorpen is independent; all three standing committees are entirely independent .
• Tenure/Class: Class I director; term to 2027 annual meeting .
• Attendance and engagement: Board met 10 times in FY 2025; each director attended ≥75% of Board and committee meetings during their service period .
• Lead Independent Director: Andrew Sheehan serves as Lead Independent Director, overseeing independent sessions and serving as liaison to the CEO/Chair .
• Risk oversight: Compensation Committee reviews compensation risk and maintains clawback policy; Audit oversees enterprise risk and cybersecurity; N&G oversees governance principles and conflicts screening .

Fixed Compensation

• Outside Director Compensation Policy annual retainers:
  • Board member: $36,000; Board Chair: +$20,000; Lead Independent Director: +$18,000; Audit Chair: +$20,000; Audit member: +$10,000; Compensation Chair: +$15,000; Compensation member: +$7,500; Nominating Chair: +$7,500; Nominating member: +$3,750 .
  • Directors may elect cash retainers in equity; Skorpen elected equity in lieu of cash for calendar 2024 with awards vesting Mar 20, 2025 .

Performance Compensation

• Annual director equity: 31,250 RSUs/RSA granted June 12, 2024; 100% vest on June 12, 2025, subject to service (Mr. Davis received initial 62,500 RSUs vesting over 3 years) .
• Equity in lieu of cash: Skorpen elected to receive 2024 cash retainers in equity under the 2016 Plan; those equity awards vested Mar 20, 2025 .
• Change-in-control: All equity awards to non-employee directors fully vest upon a change-in-control (single-trigger) .
• Clawback/Hedging: Company maintains a clawback policy compliant with Section 10D; hedging or similar transactions by directors are prohibited .

Note: No director PSUs or option awards for Skorpen disclosed; director equity is time-based RSUs/RSA without explicit performance metrics .

Other Directorships & Interlocks

• Public company boards: None disclosed for Skorpen in Yext’s proxy biography .
• Significant interlock: Cooperation Agreement with Lead Edge Capital (≥5% stockholder) appointed Skorpen to the Board; Lead Edge subject to standstill (≤15% ownership) and Skorpen must tender resignation if Lead Edge’s beneficial ownership falls below 7% .

Expertise & Qualifications

• Professional investor with experience at Lead Edge, ValueAct, and Hellman & Friedman; Board cites leadership and investor expertise as qualifying skills for Yext .
• Education: B.A. in Mathematics and Economics, Williams College .

Equity Ownership

Governance Assessment

• Committee effectiveness: Skorpen’s investor background is additive on Compensation Committee, which engages independent consultant Compensia and reviews compensation risk; mitigates pay risk via clawback and no guaranteed bonuses .
• Independence and attendance: Board confirms independence; FY25 attendance ≥75% with a robust 10 Board meetings—adequate engagement signals .
• Alignment: High equity component in director pay and ability to elect equity in lieu of cash supports alignment; change-in-control single-trigger acceleration is standard but can be shareholder-unfriendly if overly generous—here limited to directors’ time-based RSUs .
• Potential conflicts: Cooperation Agreement appointing a Lead Edge partner creates an interlock with a ≥5% holder and a resignation trigger tied to Lead Edge ownership—monitor influence and related-party oversight; Audit Committee reviews related party transactions per policy .
• Policies: Hedging prohibited; no executive golden parachute tax gross-ups; independent Lead Director structure offsets combined Chair/CEO .

RED FLAGS

• Appointment via shareholder Cooperation Agreement and resignation contingent on a specific shareholder’s ownership threshold may indicate sponsor influence over board composition; monitor for any related-party transactions or undue influence in strategic decisions .
• Single-trigger change-in-control acceleration for director equity—common, but investors often prefer double-trigger to ensure continuity and discourage transactional bias .

Mitigants

• Formal related-party transaction policy with Audit Committee oversight; independent committee composition across all committees; Compensation Committee uses independent consultant and maintains clawback .