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Instructure Holdings Executive Compensation (FY23)

INST · Executive and director compensation, fiscal 2022 to 2023
Chief executive, fiscal 2023
◇
Steve Daly
Median of the other named officers
$3,780,017
5 officers, excluding the chief executive
Latest say-on-pay support
=
May 25, 2023
Chief executive pay ratio
◇
To the median employee
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Data as of November 3, 2026Latest filing (DEF 14A): April 22, 2024
4 filings cited on this page
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167 figures on this page: 165 cited to the filing that reported them, 2 calculated from figures it prints. See the citations
What changed from fiscal 2022 to fiscal 2023
The figures that moved, and by how much. Analysis of these figures is part of the Velarion platform.
Chief executive total compensation — Steve Daly: $4,432,093 → $6,400,555 (44.4% higher)

Frequently asked questions

Answers drawn from the data on this page.
Who is Instructure Holdings' chief executive and what were they paid?
Total compensation for Steve Daly, Chief Executive Officer, came to $6,400,555 in fiscal 2023. Compared with the $4,432,093 reported for fiscal 2022, Daly's total was 44.4% higher.
What was Instructure Holdings' say-on-pay result?
The say-on-pay proposal drew 99.1% of votes cast including abstentions in favor at the meeting held May 25, 2023 for fiscal 2022.
What is Instructure Holdings' chief executive pay ratio?
For fiscal 2023, the company reported a chief executive pay ratio of 68:1, against median employee compensation of $94,430.

Executive compensation

Every element reported for each named executive officer, by fiscal year.
Fiscal 2022
OfficerSalaryBonusStock awardsOption awardsNon-equity incentivePension and deferred earningsAll other compensationTotal
Steve Daly
Chief Executive Officer
◇—◇—◇—◇◇
Frank Maylett
Former Chief Revenue Officer
Departed during or after this year
◇—◇—◇—◇◇
Matthew A. Kaminer
Chief People and Legal Officer
◇—◇—◇—◇◇
Dale Bowen
Former CFO
◇—◇—◇—◇◇
Mitch Benson
Chief Strategy Officer
◇◇◇—◇—◇◇
Fiscal 2023
OfficerSalaryBonusStock awardsOption awardsNon-equity incentivePension and deferred earningsAll other compensationTotal
Peter Walker
Chief Financial Officer
◇◇◇—◇—◇◇
Steve Daly
Chief Executive Officer
◇—◇—◇—◇◇
Chris Ball
President and Chief Operating Officer
◇—◇—◇—◇◇
Dale Bowen
Former CFO
Departed during or after this year
◇—◇———◇◇
Matthew Kaminer
Chief People and Legal Officer
◇—◇—◇—◇◇
Mitch Benson
Chief Strategy Officer
◇—◇—◇—◇◇
A dash means the company reported no figure in that column. $0 is shown only where the filing prints a zero. A negative change in pension value is shown but, as the company reports it, not included in the total.

Equity awards granted

Individual awards as disclosed: type, date, unit counts at each level, and grant date value.
Fiscal 2024
OfficerAwardGrant dateThreshold unitsTarget unitsUnits grantedMaximum unitsExercise priceGrant date fair value
Chris BallRSU◇——◇——◇
Dale BowenRSU◇——◇——◇
Matthew A. KaminerRSU◇——◇——◇
Mitch BensonRSU◇——◇——◇
Steve DalyRSU◇——◇——◇
Fiscal 2022, 2023 are included in the PDF.
A dash means the company reported no figure in that column. $0 is shown only where the filing prints a zero. Threshold, target and maximum apply only to performance awards and are never shown for time-based or option awards.

Outstanding awards

Awards still held at fiscal year end.
As disclosed at fiscal 2023 year end
OfficerAwardUnvested unitsMarket value of unvested unitsExercise priceExpires
Peter WalkerRSU◇◇——
Chris BallRSU◇◇——
Steve DalyRSU◇◇——
RSU◇◇——
RSU◇◇——
Mitch BensonRSU◇◇——
RSU◇◇——
RSU◇◇——
Matthew KaminerRSU◇◇——
RSU◇◇——
RSU◇◇——
Dale BowenRSU◇◇——
A dash means the company reported no figure in that column. $0 is shown only where the filing prints a zero.

Severance and change in control

The terms as written in the agreements.
Chris Ball
President and Chief Operating Officer · Change-in-control agreement
Severance multiple◇
Severance base◇
Change-in-control multiple◇
Change-in-control base◇
Equity acceleration on change in control◇
Benefits continuation on change in control◇
Benefits continuation◇
Excise tax treatment◇
Dale Bowen
Former CFO · Terms as described in the company’s compensation discussion
Severance base◇
Change-in-control base◇
Equity acceleration on change in control◇
Benefits continuation on change in control◇
Benefits continuation◇
Excise tax treatment◇
Non-solicit period◇
Mitch Benson
Chief Strategy Officer · Employment agreement
Severance multiple◇
Severance base◇
Change-in-control multiple◇
Change-in-control base◇
Equity acceleration on change in control◇
Benefits continuation on change in control◇
Benefits continuation◇
Non-solicit period◇
Peter Walker
Chief Financial Officer · Terms as described in the company’s compensation discussion
Severance base◇
Change-in-control base◇
Benefits continuation on change in control◇
Benefits continuation◇
Excise tax treatment◇
Non-solicit period◇
Steve Daly
Chief Executive Officer · Severance agreement
Severance multiple◇
Severance base◇
Severance cash amount◇
Change-in-control multiple◇
Change-in-control base◇
Equity acceleration on change in control◇
Benefits continuation on change in control◇
Benefits continuation◇
Excise tax treatment◇

Director compensation

What each non-employee director was paid.
Fiscal 2023
DirectorFees earned in cashStock awardsOption awardsNon-equity incentivePension and deferred earningsAll other compensationTotal
Charles Goodman
Board chair
◇—————◇
Erik Akopiantz
◇—————◇
Lloyd Buzz Waterhouse
◇—————◇
Ossa Fisher
◇—————◇
Brian Jaffee
◇—————◇
Paul Holden Spaht Jr
◇—————◇
James Hutter
◇—————◇
Steve Daly served on the board in fiscal 2023 and received no compensation for board service. Executive directors are typically paid through their executive roles, shown above.
A dash means the company reported no figure in that column. $0 is shown only where the filing prints a zero.

Director fee schedule

The standing retainers and premiums the board pays, as published.
Board cash retainer◇
Board equity retainer◇
Total board retainer◇
Audit committee chair◇
Audit committee member◇
Compensation committee chair◇
Compensation committee member◇
Nominating and governance chair◇
Nominating and governance member◇

Disclosed peer group

The companies this board named as its compensation comparison group. The list is disclosure; the comparison is analysis.

Say-on-pay history

Shareholder support for the compensation program, by year.
YearMeetingSupportVotes forVotes againstAbstentions
2022May 25, 2023=◇◇◇
2021May 26, 2022=◇◇◇

Chief executive pay ratio

As calculated and reported by the company.
Ratio
◇
Median employee compensation
◇
Chief executive total compensation
◇

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Sample answer — “What is the CEO’s total compensation?”
- Steve Daly (Chief Executive Officer), FY2023 total compensation $6,400,555 (base salary $482,813) [exec_comp, SEC accession 0000950170-24-046440, filed 2024-04-22]

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What this page does not include

Everything above is a fact Instructure Holdings disclosed, and it is free. Everything below is our analysis of those facts, and it is not.
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Citations

Every figure on this page is cited to the document that reported it. Select any figure to see its citation.
167 figures on this page: 165 cited to the filing that reported them, 2 calculated from figures it prints.
165 cited to the filing
2 calculated from the filing

Documents cited

  1. 0000950170-24-046440
    Compensation Discussion and Analysis · EACH OF THE DIRECTOR NOMINEES. · Grants of Plan-Based Awards
  2. 0000950170-23-024562
    Proposal No. 2: Proposal to approve, by an advisory vote, the compensation of the Company’s named executive officers, as disclosed in the Company's Definitive Proxy Statement filed with the U.S.
  3. 0000950170-23-014121
    2022 Summary Compensation Table
  4. 0001193125-22-162347
    Proposal No. 4: Proposal to approve, by an advisory vote, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement (“say-on-pay”).
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This page is free to cite. Attribution we ask for:
Velarion, “Instructure Holdings executive compensation, FY2022–FY2023.” https://intel.velarion.ai/comp/INST (accessed 2026).
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4 filings cited on this page
Method: intel.velarion.ai/methodology
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Published by Velarion Company Intelligence
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Cite this data
APA
Velarion Company Intelligence. (2026). Velarion database: executive and board compensation data (Version 2026Q3) [Data set]. Zenodo. https://doi.org/10.5281/zenodo.22283854
BibTeX
@misc{velarionData2026,
  author = {{Velarion Company Intelligence}},
  title = {Velarion database: executive and board compensation data},
  year = {2026},
  version = {2026Q3},
  doi = {10.5281/zenodo.22283854},
  publisher = {Zenodo},
  url = {https://doi.org/10.5281/zenodo.22283854}
}
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