Northwind Analytics, Inc.

Board of Directors
Meeting Minutes
Q2 2026 Quarterly Board Meeting
Meeting No. 2026-Q2
Date
April 23, 2026
Time
2:00 – 3:48 PM PT
Location
HQ Boardroom + Zoom
Chair
Daniela Cruz
Recorder
Marcus Lin

Attendance & Quorum

Present

Daniela CruzChair, Independent Director
Aaron PetrovCEO & Director
Priya NairCFO & Director
James OkonkwoIndependent Director
Lena HoffmannInvestor Director, Slate Ventures
Marcus LinCorporate Secretary

Absent / Regrets

Robert YatesIndependent Director — excused
Sofia MarinInvestor Director — excused
Quorum confirmed — 6 of 8 directors present

Business & Resolutions

1.Approval of Q1 2026 Minutes

The Chair called the meeting to order at 2:00 PM and confirmed quorum. The minutes of the February 5, 2026 regular meeting were circulated in advance. No corrections were raised.

Resolved For 6Against 0Abstain 0
That the minutes of the February 5, 2026 board meeting be approved as circulated.
Moved by J. Okonkwo · Seconded by P. Nair · Carried unanimously.
2.CEO Report & Q2 Performance

CEO Aaron Petrov reported Q2 ARR of $14.6M, up 31% year over year, with net revenue retention of 118%. Two enterprise logos closed late in the quarter; gross margin held at 78%. Discussion followed on the slower mid-market funnel and the planned shift of two AEs to enterprise. The Board noted hiring is tracking to plan.

3.FY2026 Operating Budget — Revision

CFO Priya Nair presented a revised operating plan reallocating $1.2M from paid acquisition into platform reliability and a second EU data region. Runway under the revised plan extends to 22 months. After discussion of the trade-off against pipeline coverage, the Board moved to adopt.

Resolved For 5Against 0Abstain 1
That the revised FY2026 operating budget, reallocating $1.2M to infrastructure and EU expansion, be adopted as presented.
Moved by L. Hoffmann · Seconded by D. Cruz · Carried (J. Okonkwo abstaining).
4.2026 Equity Incentive Pool Top-Up

Management proposed expanding the 2024 Equity Incentive Plan by 450,000 shares to support the H2 senior hiring plan and refresh grants for the executive team. Counsel confirmed the increase is within the authorized share reserve. The Board reviewed the dilution impact at 2.1%.

Resolved For 6Against 0Abstain 0
That the 2024 Equity Incentive Plan reserve be increased by 450,000 shares, effective immediately, subject to standard stockholder ratification.
Moved by P. Nair · Seconded by L. Hoffmann · Carried unanimously.

Action Item Register

ActionOwnerDue
Circulate the revised FY2026 operating plan with updated runway model to all directors.Priya Nair, CFOApr 30, 2026
Finalize the EU data-region rollout schedule and report scope at the next meeting.Aaron Petrov, CEOMay 15, 2026
Prepare stockholder ratification materials for the equity pool increase.Marcus Lin, SecretaryMay 9, 2026
Draft enterprise go-to-market staffing memo for board review.Aaron Petrov, CEOMay 22, 2026
Schedule the Q3 strategy off-site and circulate proposed dates.Daniela Cruz, ChairMay 6, 2026
Corporate Secretary
Marcus Lin
Board Chair
Daniela Cruz
Northwind Analytics, Inc. · Confidential — Board of Directors · Minutes approved subject to ratification at the next regular meeting