Companies Instructure Holdings
Instructure (INST): executive pay, fiscal 2023
Free brief. Every figure links to the company’s own filing.
Instructure Holdings no longer files a proxy statement; its last pay data is FY2023.
CEO pay, last three years
- $5,604,570FY2021
- $4,432,093FY2022
- $6,400,555FY2023
CEO total pay was $6,400,555 in fiscal 2023, up from $4,432,093 in fiscal 2022.
FY2023: salary $482,813 · bonus $0 · stock awards $5,651,951 · option awards $0
Executives and directors
Dale Bowen · CFOPeter Walker · CFOChris Ball · PresidentMatthew Kaminer · Chief People and Legal OfficerMitch Benson · Chief Strategy OfficerSteve Daly · CEOBrian Jaffee · DirectorCharles Goodman · Chair of the BoardErik Akopiantz · Independent DirectorJames Hutter · DirectorLloyd Buzz Waterhouse · Independent DirectorOssa Fisher · Independent DirectorPaul Holden Spaht, Jr · Director
Frequently asked questions
Who was the highest-paid executive at Instructure Holdings in fiscal 2023?
As disclosed, Peter Walker (Chief Financial Officer) was the highest-paid executive at Instructure Holdings in fiscal 2023, with total compensation of $7,690,457.
What is Instructure Holdings's CEO-to-median employee pay ratio?
As disclosed, Instructure Holdings's CEO-to-median employee pay ratio was 68:1.
How did shareholders vote on Instructure Holdings's executive compensation?
As disclosed, 99.14% of shareholders supported Instructure Holdings's executive compensation in the latest say-on-pay vote.
How much does Instructure Holdings spend in total on board compensation for fiscal 2023?
As disclosed, Instructure Holdings reported total board compensation of $294,000 for fiscal 2023.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Peter Walker | $59,375 | $26,301 | $7,536,731 | $0 | $33,794 | $0 | $34,256 | $7,690,457 |
| Chief Financial Officer | ||||||||
| Steve Daly | 482,813 | 0 | 5,651,951 | 0 | 263,291 | 0 | 2,500 | 6,400,555 |
| Chief Executive Officer | ||||||||
| Chris Ball | 386,111 | 0 | 5,138,145 | 0 | 158,298 | 0 | 2,500 | 5,685,054 |
| President and Chief Operating Officer | ||||||||
| Dale Bowen | 320,789 | 0 | 2,569,059 | 0 | 0 | 0 | 890,169 | 3,780,017 |
| Former CFO | ||||||||
| Matthew Kaminer | 355,833 | 0 | 1,811,700 | 0 | 97,380 | 0 | 173,412 | 2,438,325 |
| Chief People and Legal Officer | ||||||||
| Mitch Benson | 345,833 | 0 | 1,875,427 | 0 | 94,675 | 0 | 58,507 | 2,374,442 |
| Chief Strategy Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
Three-year trend — total compensation per named executive
| Named executive officer | FY2023 total | FY2022 total | FY2021 total | Δ FY2022→2023 |
|---|---|---|---|---|
| Peter Walker | $7,690,457 | — | — | — |
| Steve Daly | 6,400,555 | 4,432,093 | 5,604,570 | ↑ +1,968,462 |
| Chris Ball | 5,685,054 | — | — | — |
| Dale Bowen | 3,780,017 | 2,509,036 | 1,829,350 | ↑ +1,270,981 |
| Matthew Kaminer | 2,438,325 | 2,676,449 | 1,970,200 | ↓ −238,124 |
| Mitch Benson | 2,374,442 | 2,291,057 | 1,455,641 | ↑ +83,385 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Incentive-plan design — the Compensation Discussion & Analysis
The executive compensation program is designed to provide meaningful incentives and rewards while balancing short-term and long-term stockholder interests, utilizing a mix of cash and equity, fixed and performance-based contingent payments to align executive financial interests with stockholders and attract/retain talent.
| CEO STI target (% of salary) | 100% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Compensia |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | false |
Equity grants and outstanding awards
Grants of plan-based awards — fiscal year 2023
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Peter Walker | RSU | 2023-11-13 | — | — | 305,998 | — | $7,536,731 |
| Dale Bowen | RSU | 2023-01-24 | — | — | 97,276 | — | 2,569,059 |
| Chris Ball | RSU | 2023-01-24 | — | — | 194,553 | — | 5,138,145 |
| Matthew Kaminer | RSU | 2023-01-24 | — | — | 68,599 | — | 1,811,700 |
| Matthew Kaminer | RSU | 2022-01-23 | — | — | 68,599 | — | 1,811,700 |
| Steve Daly | RSU | 2023-01-24 | — | — | 214,008 | — | 5,651,951 |
| Mitch Benson | RSU | 2023-01-24 | — | — | 71,012 | — | 1,875,427 |
| Frank Maylett | RSU | 2022-01-23 | — | — | 76,082 | — | 1,606,852 |
Vehicle mix — grant-date fair value by award type
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Peter Walker | $7,536,731 | $0 | $0 | 0.0% |
| Dale Bowen | 2,569,059 | 0 | 0 | 0.0% |
| Chris Ball | 5,138,145 | 0 | 0 | 0.0% |
| Matthew Kaminer | 3,623,400 | 0 | 0 | 0.0% |
| Steve Daly | 5,651,951 | 0 | 0 | 0.0% |
| Mitch Benson | 1,875,427 | 0 | 0 | 0.0% |
| Frank Maylett | 1,606,852 | 0 | 0 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
Outstanding equity awards at fiscal year-end 2023
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Matthew Kaminer | RSU | 13,145 | — | $355,046 |
| Mitch Benson | RSU | 13,145 | — | 355,046 |
| Dale Bowen | RSU | 26,290 | — | 710,093 |
| Matthew Kaminer | RSU | 42,793 | — | 1,155,839 |
| Mitch Benson | RSU | 53,490 | — | 1,444,765 |
| Matthew Kaminer | RSU | 55,735 | — | 1,505,402 |
| Mitch Benson | RSU | 57,695 | — | 1,558,342 |
| Steve Daly | RSU | 171,184 | — | 4,623,680 |
| Steve Daly | RSU | 173,880 | — | 4,696,499 |
| Steve Daly | RSU | 177,826 | — | 4,803,080 |
| Chris Ball | RSU | 194,553 | — | 5,254,877 |
| Peter Walker | RSU | 305,998 | — | 8,265,006 |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Charles GoodmanIndependent · Board Chair · Compensation and Nominating Committee (Chair) | $62,000 | — | — | — | — | $62,000 |
| Erik AkopiantzIndependent · Audit Committee (Chair) | 50,000 | — | — | — | — | 50,000 |
| Ossa FisherIndependent · Audit Committee | 40,000 | — | — | — | — | 40,000 |
| Lloyd Buzz WaterhouseIndependent · Audit Committee | 40,000 | — | — | — | — | 40,000 |
| Paul Holden Spaht JrIndependent · Compensation and Nominating | 36,000 | — | — | — | — | 36,000 |
| Brian JaffeeIndependent · Compensation and Nominating Committee | 36,000 | — | — | — | — | 36,000 |
| James HutterNot independent | 30,000 | — | — | — | — | 30,000 |
| Steve DalyEmployee director | — | — | — | — | — | 0 |
Board fee structure and ownership guideline
| Annual cash retainer | $30,000 |
|---|---|
| Annual equity retainer | $450,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 12,000 / 12,000 |
| Stock ownership guideline | — |
Total cost of the board
| Component | FY2023 |
|---|---|
| Cash retainers and fees | $294,000 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $294,000 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names Instructure as a peer
Companies that benchmark against INST
7 companies name INST as a compensation peer
The list of companies that name INST as a peer is temporarily unavailable — recheck shortly.
Chief executive pay against the peer group
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Instructure Holdings | 2023 | Steve Daly | $482,813 | $5,651,951 | $0 | $263,291 | $6,400,555 |
Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2023 | 2023-05-25 | 135,129,926 | 1,142,287 | 25,930 | 99.14% | Passed |
| 2022 | 2022-05-26 | 133,339,181 | 325,912 | 7,340 | 99.75% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.
Say-on-pay — history, company’s computation
| Meeting year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2023 | 2023-05-25 | 99.14%a |
| 2022 | 2022-05-26 | 99.75%b |
a. Approved under the standard stated in the filing — “Abstentions will be counted as present and entitled to vote on this proposal and will therefore have the effect of a negative vote.”.
b. Approved under the standard stated in the filing — “Abstentions will be counted as present and entitled to vote on these proposals and will therefore have the effect of a negative vote.”.
Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
CEO pay ratio
| Ratio (CEO : median employee) | 68 : 1 |
|---|---|
| CEO total compensation | $6,400,555 |
| Median employee compensation | $94,430 |
Insider trades since the proxy
Every insider equity transaction reported on Form 4 after the 2023 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Kara Rogers | Chief Accounting Officer | 2024-05-10 | A | 12,093 | $0 | $0 | Common | Form 4 ↗ |
| Erik Akopiantz | Director | 2024-05-23 | A | 21,718 | — | — | Common | Form 4 ↗ |
| Ossa Fisher | Director | 2024-05-23 | A | 21,718 | — | — | Common | Form 4 ↗ |
| Charles Goodman | Director | 2024-05-23 | A | 21,718 | — | — | RSU | Form 4 ↗ |
| Lloyd Buzz Waterhouse | Director | 2024-05-23 | A | 21,718 | — | — | Common | Form 4 ↗ |
| Chris Ball | See Remarks | 2024-06-01 | D | 9,204 | 22 | 202,304 | Common | Form 4 ↗ |
| Steve Daly | Director | 2024-06-01 | D | 61,613 | 22 | 1,354,254 | Common | Form 4 ↗ |
| Mitch Benson | Chief Strategy Officer | 2024-06-01 | D | 4,623 | 22 | 101,614 | Common | Form 4 ↗ |
| Kara Rogers | Chief Accounting Officer | 2024-06-01 | D | 1,068 | 22 | 23,475 | Common | Form 4 ↗ |
| Matthew Kaminer | Chief Legal Officer | 2024-09-01 | D | 6,182 | 23 | 144,597 | Common | Form 4 ↗ |
| Mitch Benson | Chief Strategy Officer | 2024-09-01 | D | 6,564 | 23 | 153,532 | Common | Form 4 ↗ |
| Steve Daly | Director | 2024-09-01 | D | 22,973 | 23 | 537,338 | Common | Form 4 ↗ |
| Chris Ball | See Remarks | 2024-09-01 | D | 9,204 | 23 | 215,282 | Common | Form 4 ↗ |
| Kara Rogers | Chief Accounting Officer | 2024-09-01 | D | 1,068 | 23 | 24,981 | Common | Form 4 ↗ |
| Erik Akopiantz | Director | 2024-09-04 | D | 4,300 | — | — | Common | Form 4 ↗ |
| Steve Daly | Director | 2024-09-09 | D | 202,000 | — | — | Common | Form 4 ↗ |
| Matthew Kaminer | Chief Legal Officer | 2024-09-11 | D | 5,100 | — | — | Common | Form 4 ↗ |
| Peter Walker | CFO | 2024-11-13 | D | 305,998 | 24 | 7,221,553 | Common | Form 4 ↗ |
| Matthew Kaminer | Chief Legal Officer | 2024-11-13 | D | 451,721 | 24 | 10,660,616 | Common | Form 4 ↗ |
| Erik Akopiantz | Director | 2024-11-13 | D | 55,915 | 24 | 1,319,594 | Common | Form 4 ↗ |
| Kara Rogers | Chief Accounting Officer | 2024-11-13 | D | 89,665 | 24 | 2,116,094 | Common | Form 4 ↗ |
| Chris Ball | See Remarks | 2024-11-13 | D | 297,577 | 24 | 7,022,817 | Common | Form 4 ↗ |
| Ossa Fisher | Director | 2024-11-13 | D | 44,218 | 24 | 1,043,545 | Common | Form 4 ↗ |
| Mitch Benson | Chief Strategy Officer | 2024-11-13 | D | 261,908 | 24 | 6,181,029 | Common | Form 4 ↗ |
| Charles Goodman | Director | 2024-11-13 | D | 140,270 | 24 | 3,310,372 | Common | Form 4 ↗ |
| Steve Daly | Director | 2024-11-13 | D | 1,784,358 | 24 | 42,110,849 | Common | Form 4 ↗ |
| Lloyd Buzz Waterhouse | Director | 2024-11-13 | D | 53,491 | 24 | 1,262,388 | Common | Form 4 ↗ |
| THOMA BRAVO UGP, LLC | Greater-than-10% holder | 2024-11-13 | D | 122,065,804 | 24 | 2,880,752,974 | Common, indirect | Form 4 ↗ |
Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.
Sources (57 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Peter Walker. DEF 14A, filed 2024-04-22. Section “Executive Compensation”. As printed: 7,690,457. View filing ↗
- Section 01, Steve Daly. DEF 14A, filed 2024-04-22. Section “Executive Compensation”. As printed: 6,400,555. View filing ↗
- Section 01, Chris Ball. DEF 14A, filed 2024-04-22. Section “Executive Compensation”. As printed: 5,685,054. View filing ↗
- Section 01, Dale Bowen. DEF 14A, filed 2024-04-22. Section “Executive Compensation”. As printed: 3,780,017. View filing ↗
- Section 01, Matthew Kaminer. DEF 14A, filed 2024-04-22. Section “Executive Compensation”. As printed: 2,438,325. View filing ↗
- Section 01, Mitch Benson. DEF 14A, filed 2024-04-22. Section “Executive Compensation”. As printed: 2,374,442. View filing ↗
- Section 03, Peter Walker RSU. DEF 14A, filed 2024-04-22. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Dale Bowen RSU. DEF 14A, filed 2024-04-22. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Chris Ball RSU. DEF 14A, filed 2024-04-22. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Matthew Kaminer RSU. DEF 14A, filed 2024-04-22. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Matthew Kaminer RSU. DEF 14A, filed 2024-04-22. Section “EACH OF THE DIRECTOR NOMINEES.” · grants of plan-based awards table. View filing ↗
- Section 03, Steve Daly RSU. DEF 14A, filed 2024-04-22. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Mitch Benson RSU. DEF 14A, filed 2024-04-22. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Frank Maylett RSU. DEF 14A. Section “Executive Compensation” · grants of plan-based awards table.
- Section 07, pay ratio. DEF 14A, filed 2024-04-22. Section “CEO Pay Ratio”. As printed: 68 : 1. View filing ↗
- Section 08, Charles Goodman. DEF 14A, filed 2024-04-22. Section “Director Compensation”. As printed: 62,000. View filing ↗
- Section 08, Erik Akopiantz. DEF 14A, filed 2024-04-22. Section “Director Compensation”. As printed: 50,000. View filing ↗
- Section 08, Ossa Fisher. DEF 14A, filed 2024-04-22. Section “Director Compensation”. As printed: 40,000. View filing ↗
- Section 08, Lloyd Buzz Waterhouse. DEF 14A, filed 2024-04-22. Section “Director Compensation”. As printed: 40,000. View filing ↗
- Section 08, Paul Holden Spaht Jr. DEF 14A, filed 2024-04-22. Section “Director Compensation”. As printed: 36,000. View filing ↗
- Section 08, Brian Jaffee. DEF 14A, filed 2024-04-22. Section “Director Compensation”. As printed: 36,000. View filing ↗
- Section 08, James Hutter. DEF 14A, filed 2024-04-22. Section “Director Compensation”. As printed: 30,000. View filing ↗
- Section 08, Steve Daly. DEF 14A, filed 2024-04-22. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 02, Kara Rogers 2024-05-10. Form 4, filed 2024-05-14. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Erik Akopiantz 2024-05-23. Form 4, filed 2024-05-28. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Ossa Fisher 2024-05-23. Form 4, filed 2024-05-28. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Charles Goodman 2024-05-23. Form 4, filed 2024-05-28. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Lloyd Buzz Waterhouse 2024-05-23. Form 4, filed 2024-05-28. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Chris Ball 2024-06-01. Form 4, filed 2024-06-04. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Steve Daly 2024-06-01. Form 4, filed 2024-06-04. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Mitch Benson 2024-06-01. Form 4, filed 2024-06-04. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Kara Rogers 2024-06-01. Form 4, filed 2024-06-04. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Matthew Kaminer 2024-09-01. Form 4, filed 2024-09-04. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Mitch Benson 2024-09-01. Form 4, filed 2024-09-04. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Steve Daly 2024-09-01. Form 4, filed 2024-09-04. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Chris Ball 2024-09-01. Form 4, filed 2024-09-04. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Kara Rogers 2024-09-01. Form 4, filed 2024-09-04. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Erik Akopiantz 2024-09-04. Form 4, filed 2024-09-06. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Steve Daly 2024-09-09. Form 4, filed 2024-09-11. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Matthew Kaminer 2024-09-11. Form 4, filed 2024-09-11. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Peter Walker 2024-11-13. Form 4, filed 2024-11-14. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Matthew Kaminer 2024-11-13. Form 4, filed 2024-11-14. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Erik Akopiantz 2024-11-13. Form 4, filed 2024-11-14. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Kara Rogers 2024-11-13. Form 4, filed 2024-11-14. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Chris Ball 2024-11-13. Form 4, filed 2024-11-14. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Ossa Fisher 2024-11-13. Form 4, filed 2024-11-14. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Mitch Benson 2024-11-13. Form 4, filed 2024-11-14. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Charles Goodman 2024-11-13. Form 4, filed 2024-11-14. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Steve Daly 2024-11-13. Form 4, filed 2024-11-14. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Lloyd Buzz Waterhouse 2024-11-13. Form 4, filed 2024-11-14. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, THOMA BRAVO UGP, LLC 2024-11-13. Form 4, filed 2024-11-14. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 06, 2023 vote. Form 8-K, filed 2023-05-26. Item 5.07 · say-on-pay result. As reported: 99.14% (votes for as printed: 135,129,926). View filing ↗
- Section 06, 2022 vote. Form 8-K, filed 2022-05-27. Item 5.07 · say-on-pay result. As reported: 99.75% (votes for as printed: 133,339,181). View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
- Section 09b board cost (computed). Computed. Cash 294,000 + equity 0 + all other 0 = 294,000, summed across the director compensation table rows.
- Instructure Holdings (subject), Section 10b CEO total. DEF 14A, filed 2024-04-22. CEO total compensation as printed in Instructure Holdings's own proxy. As printed: 6,400,555. View filing ↗