Jesse Lipson
YextAbout Jesse Lipson
Independent Class III Director at Yext since August 2012; age 47. Founder and CEO of Real Magic (software) since October 2017; previously Corporate Vice President & GM of Cloud Services at Citrix (Jan 2016–Mar 2017) and CEO of ShareFile (2005–2011, acquired by Citrix). BA in Philosophy from Duke University. The Board cites his extensive technology entrepreneurship experience as core credentials for service on Yext’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citrix Systems | Corporate Vice President & GM, Cloud Services | Jan 2016–Mar 2017 | Senior leadership in cloud services |
| ShareFile | Chief Executive Officer | 2005–2011 | Built and sold company to Citrix; technology entrepreneur |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Real Magic | Founder & CEO | Oct 2017–present | Software company leadership |
Board Governance
- Independence: Determined independent under NYSE/SEC rules .
- Committees: Compensation Committee member; previously served as chair until November 22, 2024 when Hillary Smith became chair .
- Attendance: Board met 10 times in FY2025; each director attended at least 75% of Board and applicable committee meetings during their service period .
- Committee activity: Compensation Committee held 7 meetings in FY2025; Audit Committee held 7; Nominating & Governance held 4 .
- Leadership structure: Combined CEO/Chair with a Lead Independent Director (Andrew Sheehan) presiding over periodic independent director sessions .
Fixed Compensation (Director FY2025)
| Component | Amount (USD) | Detail |
|---|---|---|
| Cash fees | $48,106 | Fees earned/paid in cash in FY2025 |
| Stock awards (grant-date fair value) | $162,188 | Annual RSU grant; 31,250 shares granted June 12, 2024, vests June 12, 2025 |
| Total | $210,294 | Sum of cash and equity grant-date fair value |
Outside Director Compensation Policy (structure):
- Annual Board retainer $36,000; Compensation Committee chair $15,000; member $7,500; other committee retainers per policy; directors may elect to receive cash retainers in equity .
- Initial director equity ~$350,000 (3-year annual vest); annual equity ~$175,000 (one-year vest); accelerated vesting upon change of control .
Performance Compensation
| Performance Metric | Applied to Director Pay? | Notes |
|---|---|---|
| Financial/TSR metrics | Not disclosed/applicable | Non-employee director compensation consists of retainers and time-based equity under policy; no performance metrics specified . |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed for Lipson in the 2025 proxy . |
- Shareholder/interlock context: A 2022 cooperation agreement with >5% holder Lead Edge led to appointment of Evan Skorpen (Lead Edge) to Yext’s Board; standstill and ownership thresholds apply to Lead Edge, not to Lipson .
- Independence reaffirmed: Board reviewed relationships and deemed Lipson independent; committees comprised entirely of independent directors .
Expertise & Qualifications
- Technology entrepreneur with founding/CEO experience (Real Magic; ShareFile) and senior cloud leadership at Citrix; BA Philosophy (Duke). Board cites technology industry entrepreneurship as rationale for his nomination .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 401,838 shares | “*” less than 1% of outstanding; includes deferred units |
| Ownership % of outstanding | <1% | Company denotes “*” <1% |
| RSUs outstanding | 53,084 | Includes 21,834 vested but deferred RSUs |
| RSUs unvested | 31,250 | Annual award (granted 6/12/2024) vests 6/12/2025 |
| Options | None | No option awards listed for Lipson as of 1/31/2025 |
| Pledging/Hedging | Prohibited | Insider trading policy prohibits hedging/pledging for directors |
| Stock ownership guideline | 5x annual cash retainer | Includes vested deferred RSUs; 5-year compliance window |
Governance Assessment
- Alignment: Equity mix includes deferred RSUs, signaling longer-horizon alignment; ownership guidelines require 5x retainer and count deferred RSUs toward compliance .
- Effectiveness: Long tenure (since 2012) with technology/operator background strengthens Compensation Committee oversight; Compensation Committee met 7 times in FY2025 .
- Independence and attendance: Board confirms independence; attendance at ≥75% of Board/committee meetings in FY2025 meets governance expectations .
- Committee transition: Chair role moved from Lipson to Hillary Smith in Nov 2024, adding legal/governance expertise at chair; Lipson remains a member—no adverse signal disclosed .
- Conflicts/related-party: No Lipson-related related-person transactions disclosed; Audit Committee oversees related-party approvals under formal policy .
- Shareholder feedback: 2024 say-on-pay support ~93%—positive governance sentiment toward compensation oversight framework; Compensation Committee includes Lipson and issued its formal report .
RED FLAGS: None disclosed specific to Lipson (no related-party transactions; hedging/pledging prohibited; attendance threshold met). Monitor evolving interlocks related to Lead Edge’s cooperation agreement (applies to Skorpen/Lead Edge) and any future committee composition changes for continuity of compensation oversight .