Seth Waugh
YextAbout Seth Waugh
Independent Class II Director at Yext since March 2020; age 67 as of March 31, 2025; nominated for a term through 2028 . Background spans CEO of PGA of America (2018–2024), senior roles at Deutsche Bank Americas (CEO and Chairman of DB Securities Inc., 2000–2013), hedge fund CEO (Quantitative Financial Strategies), and leadership at Merrill Lynch (Co‑head of Global Debt Markets) . The Board deems him independent under NYSE/SEC rules and cites his financial, investment management, and financial services expertise as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PGA of America | Chief Executive Officer | Aug 2018 – Jun 2024 | Led national sports association; executive leadership credentials |
| Deutsche Bank Americas / DB Securities Inc. | CEO; Chairman of Board of DB Securities Inc. | 2000 – 2013 | Financial services leadership; capital markets expertise |
| Quantitative Financial Strategies | Chief Executive Officer | Earlier career (year not specified) | Hedge fund management experience |
| Merrill Lynch | Various roles incl. Co‑head Global Debt Markets | Earlier career (11 years) | Debt markets, trading/risk experience |
| Florida East Coast Industries, LLC | Vice Chairman | 2013 – 2017 | Infrastructure/industrial exposure |
| FINRA | Board of Governors | 2009 – 2015 | Regulatory governance; market integrity oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Franklin Resources, Inc. | Director (public company) | Since 2015 | Public board experience at global asset manager |
| Silver Lake | Senior Advisor | Since 2017 | Technology private equity advisory experience |
| Workday, Inc. | Advisory Board Member | Since Jun 2014 | Enterprise software advisory exposure |
| Alex Brown (division of Raymond James) | Non‑Executive Chairman | Since Sep 2016 | Capital markets network; governance role |
Board Governance
- Independence: Determined independent by Yext’s Board; committee memberships (Audit, Compensation, Nominating/Governance) are fully independent .
- Classification/tenure: Class II director; term up for election at the 2025 annual meeting, nominated to continue through 2028 .
- Committee assignments: Nominating & Corporate Governance Committee member; committee currently consists of Andrew Sheehan (Chair) and Seth Waugh; Waugh joined Jan 31, 2025; committee held four meetings in FY2025 .
- Audit and Compensation Committees: Not a member; Audit chaired by Mark Davis (members Davis, Sheehan, Smith) and met seven times; Compensation chaired by Hillary Smith (members Lipson, Skorpen, Smith) .
- Attendance: Board met 10 times in FY2025; each director attended at least 75% of board and applicable committee meetings during their service period .
- Lead Independent Director: Andrew Sheehan serves as Lead Independent Director and presides over periodic meetings of independent directors .
Director Election Support (2025)
| Nominee | For | Withheld | Broker Non‑Votes |
|---|---|---|---|
| Hillary Smith | 89,532,391 | 2,860,780 | 11,822,016 |
| Michael Walrath | 89,216,608 | 3,176,563 | 11,822,016 |
| Seth Waugh | 70,999,906 | 21,393,265 | 11,822,016 |
Signal: Waugh received materially higher withhold votes than the other two Class II nominees, indicating investor scrutiny of his candidacy .
Fixed Compensation
| Component | Amount/Detail | Fiscal/Date | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash | $36,000 | FY2025 | Cash director retainer recognized in compensation table |
| Annual Board Cash Retainer (policy) | $36,000 per year | Policy current in 2025 | Baseline cash retainer for non‑employee directors |
| Nominating & Governance Committee – Member (policy) | $3,750 per year | Policy current in 2025 | Member (non‑chair) fee |
Election in lieu of cash: Waugh (with Battier, Skorpen, Richardson) elected to receive 2024 cash retainers in the form of equity that vested March 20, 2025, under the 2016 Plan .
Performance Compensation
| Equity Award | Grant Date | Shares/Type | Grant‑Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual Director RSU | Jun 12, 2024 | 31,250 RSUs | $162,188 | 100% on Jun 12, 2025, continued service | None disclosed; time‑based vesting |
| Change‑in‑Control Provision | N/A | N/A | N/A | All director equity vests in full upon change‑in‑control | N/A |
Yext’s outside director equity grants are time‑based; no performance conditions are disclosed for director awards .
Other Directorships & Interlocks
| Entity | Relationship to Yext | Potential Interlock/Conflict Consideration |
|---|---|---|
| Franklin Resources, Inc. (public) | Unrelated industry (asset management) | No Yext‑specific transaction disclosed; Board considered independence including relationships where directors serve |
| Workday, Inc. advisory | Enterprise software | No related‑party transaction disclosed; audit committee reviews related‑party transactions |
| Alex Brown (Raymond James division) | Broker‑dealer division | If Yext engaged Raymond James/Alex Brown, potential perceived conflict; audit committee would review any related transactions |
| Silver Lake (Senior Advisor) | Private equity | No Yext related‑party transaction disclosed; Board independence affirmed |
Expertise & Qualifications
- Financial services and capital markets leadership (Deutsche Bank, Merrill Lynch), hedge fund management, and regulatory governance (FINRA Board) .
- Board cites financial skills and investment management/financial services experience as qualifications for Yext .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notable Details |
|---|---|---|---|
| Seth Waugh | 159,280 | <1% | Includes 37,180 shares of restricted stock |
| Outstanding Director Stock Awards (as of Jan 31, 2025) | 37,320 units | N/A | As disclosed in non‑employee director awards table |
- Stock ownership guidelines: Non‑employee directors expected to hold shares equal to 5x annual cash retainer; includes owned shares and certain vested deferred RSUs; excludes unvested time‑vesting stock and pledged/encumbered shares; 5‑year compliance horizon from guideline effective date or director start date .
- Pledging: Guidelines exclude pledged shares from compliance calculation; no disclosure of Waugh pledging shares .
Governance Assessment
- Independence and conflicts: Board formally assessed and determined Waugh is independent; related‑party transactions are overseen by the audit committee with explicit approval criteria; the 2025 proxy discloses a Lead Edge cooperation agreement but no related‑party transactions involving Waugh above $120,000 .
- Attendance/engagement: Yext reports all directors met at least the 75% attendance threshold; Waugh serves on Nominating & Governance, which met four times; Audit met seven times (Waugh not a member) .
- Compensation alignment: Director pay mix includes cash retainer and annual equity; RSUs vest time‑based and accelerate on change‑in‑control; Waugh elected equity in lieu of 2024 cash retainers, aligning pay with shareholder outcomes .
- Shareholder signals: Elevated withhold rate against Waugh’s 2025 re‑election versus other nominees suggests investor scrutiny and is a monitoring point for governance risk .
- Say‑on‑pay results (FY2025): Strong approval (For 90,759,484; Against 1,598,771; Abstain 34,916; Broker non‑votes 11,822,016), indicating broad support for executive pay practices, which the Compensation Committee (not including Waugh) oversees .
Red Flags and Watch Items:
- Elevated withhold votes in 2025 director election relative to peers .
- Change‑in‑control acceleration on director equity (common, but reduces at‑risk structure for directors) .
- Multiple external roles in financial services and technology—no transactions disclosed, but remain areas to monitor for potential related‑party exposure; audit committee policy in place .
Overall: Waugh brings deep financial governance experience and is independent; committee assignment on Nominating & Governance aligns with his profile. The 2025 voting result warrants engagement to understand shareholder concerns while his compensation and ownership practices appear aligned with Yext’s director policies .