Hillary Smith
YextAbout Hillary Smith
Independent director at Yext since October 2020. Operating Partner at Craft Ventures since September 2019; prior General Counsel roles at Square, Inc. (n/k/a Block, Inc.) from December 2016 to March 2018, Zenefits from July 2015 to October 2016, and SuccessFactors, Inc. from May 2010 to June 2015. Education: B.A. in History (Montana State University–Bozeman) and J.D. (Cornell Law School). Board biography indicates her core credential is advising technology companies on legal and regulatory matters .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Craft Ventures | Operating Partner | Sep 2019–present | Advisor to technology companies |
| Square, Inc. (Block, Inc.) | General Counsel | Dec 2016–Mar 2018 | Legal leadership at public tech company |
| Zenefits | General Counsel & Corporate Secretary | Jul 2015–Oct 2016 | Corporate governance oversight |
| SuccessFactors, Inc. | General Counsel | May 2010–Jun 2015 | Enterprise SaaS legal operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| QuinStreet, Inc. (public) | Director | Apr 2021–present | Marketing technology company board |
| Elevate Services, Inc. (private) | Director | Nov 2018–present | Legal services/technology board |
| Various tech/non-profits | Advisory boards | Ongoing | Advisory positions |
Board Governance
- Committee assignments: Compensation Committee Chair (appointed November 22, 2024); members: Jesse Lipson and Evan Skorpen. Previously a member of the Compensation Committee; Lipson served as prior chair .
- Audit Committee member. As of 2025, Audit Committee members: Mark Davis (Chair), Andrew Sheehan, Hillary Smith. Smith joined the Audit Committee on April 25, 2022 .
- Independence: Compensation and Audit Committees comprised solely of independent directors under NYSE and SEC rules; members (including Smith) meet applicable independence requirements .
- Attendance: In fiscal 2022, each director except Mr. Waugh attended at least 75% of Board and committee meetings; Board met 14 times (Smith included among directors meeting the threshold) .
| Governance Metric | FY 2022 |
|---|---|
| Board meetings | 14 |
| Attendance | ≥75% (all directors except Waugh) |
Fixed Compensation
- Yext Outside Director Compensation Policy (current): Annual cash retainers—Board member $36,000; Chair of Board $20,000; Lead Independent Director $18,000; Audit Chair $20,000; Audit member $10,000; Compensation Chair $15,000; Compensation member $7,500; Nominating & Corporate Governance Chair $7,500; Nominating & Corporate Governance member $3,750. Directors may elect to receive cash retainers in equity; retainers paid quarterly .
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Cash Fees ($) | 39,411 | 44,500 | 48,894 |
| Notes | Standard retainers per policy | Policy increased base to $36,000 beginning Q2 FY24 | Policy maintained; equity-in-lieu elections allowed |
Policy schedule (current):
| Retainer Type | Annual Amount ($) |
|---|---|
| Board member | 36,000 |
| Board Chair | 20,000 |
| Lead Independent Director | 18,000 (effective Q2 FY24) |
| Audit Chair | 20,000 |
| Audit member | 10,000 |
| Compensation Chair | 15,000 |
| Compensation member | 7,500 |
| Nominating & Governance Chair | 7,500 |
| Nominating & Governance member | 3,750 |
Performance Compensation
- Equity grants: Annual RSUs with time-based vesting (100% after one year); initial RSU grant ~$350,000 for new directors, vesting over three years. Full acceleration upon change-in-control. Directors may defer settlement of vested equity until separation .
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Stock Awards ($) | 140,638 | 271,967 | 162,188 |
| RSUs Granted (#) | 25,996 (grant 6/14/2022; vest 6/14/2023) | 20,588 (grant 6/13/2023; vest 6/13/2024) | 31,250 (grant 6/12/2024; vest 6/12/2025) |
| Vesting | 100% after 1 year | 100% after 1 year | 100% after 1 year |
| Change-in-control | Full acceleration | Full acceleration | Full acceleration |
| Deferral option | Permitted until separation | Permitted | Permitted |
| Options | None disclosed for Smith |
Performance metrics tied to director compensation: None disclosed; director equity is time-based (no PSU/TSR metrics) .
Other Directorships & Interlocks
- Current public board: QuinStreet, Inc. (since April 2021) .
- Private board: Elevate Services, Inc. (since November 2018) .
- Compensation committee interlocks: None—no executive officers of Yext serve on compensation committees of other entities with executives serving on Yext’s compensation committee; no interlocks reported .
| Company | Type | Role | Tenure |
|---|---|---|---|
| QuinStreet, Inc. | Public | Director | Apr 2021–present |
| Elevate Services, Inc. | Private | Director | Nov 2018–present |
Expertise & Qualifications
- Legal and regulatory expertise from GC roles at multiple public and private tech companies; board determined this makes her a qualified director .
- Governance experience (Corporate Secretary duties at Zenefits; committee leadership at Yext) .
- Technology industry experience across enterprise SaaS and fintech .
Equity Ownership
- Stock ownership guidelines for non-employee directors: 5x annual cash retainer; counts shares owned outright and vested, deferred RSUs; excludes unvested and pledged/encumbered shares; compliance expected within 5 years of guideline effective date or board service start; 50% hold requirement if below threshold .
Beneficial ownership (disclosed):
| As-of Date | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Mar 31, 2022 | 9,502 | <1% (“*”) |
Outstanding equity awards held (as-of fiscal year-end):
| As-of Date | Option Awards (#) | Stock Awards (#) |
|---|---|---|
| Jan 31, 2021 | — | 18,007 |
| Jan 31, 2022 | — | 22,882 |
| Jan 31, 2023 | — | 31,999 |
| Jan 31, 2024 | — | 20,588 |
| Jan 31, 2025 | — | 31,250 |
Related-party transactions and pledging:
- No transactions involving Hillary Smith disclosed in the “Related Person Transactions” section for the period since February 1, 2024; section highlights a Cooperation Agreement with Lead Edge but does not involve Smith .
- Guidelines exclude pledged shares from counting, but no specific pledging by Smith is disclosed in reviewed proxy sections .
Governance Assessment
- Strengths: Independent director with deep legal/regulatory background; dual-committee service (Audit member and Compensation Chair) indicates high engagement and trust; committees meet NYSE/SEC independence standards; attendance threshold met in FY 2022; stock ownership guidelines in place to align director incentives .
- Compensation structure: Predominantly equity-based with time-vested RSUs; directors may elect equity in lieu of cash; change-in-control acceleration exists (standard but can be investor-sensitive); policy updated in FY24 to increase cash base and annual equity values, aligning with market levels .
- Conflicts/Interlocks: No compensation committee interlocks; no related-party transactions involving Smith disclosed; external public board (QuinStreet) noted for potential information flow but no conflict disclosed .
- Watch items: Single-trigger vesting upon change-in-control for director equity may be viewed as less shareholder-friendly; continued monitoring of director equity deferrals and alignment to 5x retainer guideline is advisable .
- RED FLAGS: None identified specific to Smith in reviewed proxies; no low attendance, repricing, loans, or related-party dealings disclosed .