Terry Bowen quits BHP, Coles Group,
Transurban boards for Rokt role
By DAMON KITNEY
12:13PM SEPTEMBER 14, 2023

Eighteen years after they worked together to launch Qantas’s low-costcarrier Jetstar, Terry Bowen and Bruce Buchanan have reunited to pilot thenext stage of growth – including a potential public listing – for the Lachlan
Murdoch-backed technology unicorn known as Rokt.
In simultaneous announcements on Thursday morning that will surpriseinvestors, the three public companies where Mr Bowen holds directorships– BHP, Coles Group and Transurban - have revealed he is stepping downfrom those roles to be president and chief operating officer of Rokt.
Mr Bowen, one of the most respected company directors in the country,
will be based in Rokt’s New York office and report directly to MrBuchanan.

“Going back into a proper line executive role is exciting. New York is along way from Perth (his current home) so you don’t make these sort ofdecisions lightly. But a significant part of this decision was the people youwant to work with. Bruce is one of the most outstanding executives I haveworked with in my career. The leadership team at Rokt is super highquality. I have found in my career that success follows great teams,” Mr
Bowen told The Australian in an exclusive interview.
“During the due diligence I have met the leadership team and I know
Bruce. He is high integrity, massive drive, huge intellect and Bill (Barton,chief product officer), Elizabeth (Buchanan, chief commercial officer) andother people in the team are quality people.”
Rokt, which Mr Buchanan founded in 2012, provides transaction
marketing software that uses artificial intelligence to present customers
with offers for complementary products and services after they purchase a
product online.
“Omni channel sales are a more significant part of businesses now than
five years ago and are growing significantly. You look at the problems
Rokt is solving for the customer and for the advertisers and the partners,
the network effect of doing that across billions of transactions is very
powerful. This business has an enormous outlook,” Mr Bowen said.
He will be transitioning into the role over the next few months and willtake an initial equity stake in Rokt.

Mr Buchanan said Mr Bowen would also have the opportunity as part ofhis remuneration package to “share in the upside of the business going
forward in line with other US tech businesses”.
Mr Bowen said he had held discussions with the various chairs anddirectors of all his boards in recent months about the Rokt opportunity.
“It is important these decisions don’t come out the blue. It is importantboard members are talking to their chairs about the way they are feeling on
the board and what is happening in their lives. Boards also think about
succession planning as a routine exercise. No one is irreplaceable,” hesaid.
He said his most important learning as a non-executive director – he waschairman of the audit committee at BHP – was the critical importance ofgood governance.
“The executive have to deliver on the strategy but what you learn onboards is there is a governance element of the board that can be madeefficient and really does add value,” he said.
While he acknowledged he had missed full-time executive roles, he said
the role of boards and directors was vital in the economy.
“I don’t board bash. I think Australia had a tendency to talk down its
national champions and people in really significant roles,” he said.
“The jobs and the companies have been really good for me and rewarding
in their own ways. But there is no doubt that when you go inside abusiness and are in an executive team, there is a different teamwork andcamaraderie that can develop in that.”
Mr Bowen most recently served as partner and chair of the operationsgroup of Australian private equity firm BGH Capital and will retain aminor role with BGH after taking up his position at Rokt. He will also
remain on the board of the BGH-owned education provider Navitas.
“I will keep a relationship with BGH in a small area. That is contained andflexible. I want to put all my time and energy into Rokt,” he said.
Mr Bowen has more than 25 years of financial, strategic and operational
experience across several of Australia’s leading consumer-focused

companies. In addition to several leadership roles at Wesfarmers, he has
also served as finance director of Coles and was the inaugural chief
financial officer of Jetstar Airways in 2004 when it was run by now former
Qantas chief executive Alan Joyce. At the time, Mr Buchanan was a
Jetstar executive on the rise and took over from Mr Joyce in 2008.
“Terry is one of the strongest leaders I have worked with and has a proventrack record across a wide range of industries,” Mr Buchanan said.
“He brings expertise, tenacity, curiosity, humility and leadershipexperience that will help us accelerate our global growth and achieve ourbusiness objectives.”
Mr Bowen revealed he had been providing operational and financial
advice to Mr Buchanan about Rokt for the past few years and as part of hisdue diligence for the role, spent time in Rokt’s New York office.
In late 2021 Rokt, whose long-term shareholders include AustralianSuper,
media mogul Lachlan Murdoch and Carsales founder Greg Roebuck,signed off one of the largest single-venture capital fund raisings inAustralian history.
Secretive American financial powerhouse Tiger Global helped Rokt raise$US458m ($712.5m), valuing the e-commerce business at $US2.75bn.
Despite turmoil in the global technology sector last year which slashedcompany valuations, Rokt last December sold a tranche of shares toSquare Peg and global investment firm Wellington Management in asecondary round that valued the business at $US2.4bn.
Given his extensive public company experience, the appointment of Mr
Bowen is another important step in Rokt’s progression towards asharemarket listing on the Nasdaq in America.
“The most important thing is it strengthens the ability of the board and theinvestors to make any decision they want. It provides shareholders with a
lot more optionality. Terry is a natural person to manage public markets ifthat is the route we go down,” Mr Buchanan said.
But he stressed no decision had been made on when Rokt would list,
noting the company was currently in the final stages of changing its
domicile from Singapore to America.

“I was pretty sure the shareholders had wanted to list the company in
October or November this year. But the IPO market has been essentiallyclosed for the past two quarters. Other options for the business also
become more attractive in the current environment,” he said.
“We made a commitment to investors and the board that we would beIPO-ready. Terry’s appointment is key to that. We want to do it really welland we want the best executives to do that. But the decision of whether itis the right path will be made by shareholders. Our job is to have thebusiness ready.”
Rokt reported annual revenue of $US336m for the 2022 financial year andMr Buchanan said the group expected that number to rise to around$US500m when it rules off its accounts on December 31.
Last November, a former employee filed a gender discrimination anddisability lawsuit against the company in New York, which madesensational allegations of employee drug use and sexual harassment in
Rokt’s offices. The company is fighting the allegations.
Mr Bowen said his diligence for his new role “had not thrown up any red
flags whatsoever that would concern me.”“During the due diligence I have met the leadership team and I know
Bruce. He is high integrity, massive drive, huge intellect and Bill (Barton,chief product officer) and other people in the team are quality people.”
Mr Buchanan said the company had decided to fight the allegations “forthe right reasons.”“When you have such financial rewards on the line, people leaving thebusiness can feel disgruntled. It is tough. The more generous you are, itcan even be tougher when they exit because they are walking away fromsignificant financial assets,” he said.
“We have decided to fight these for the right reasons. We don’t want toencourage that negative behaviour. Sometimes you need to put a line in thesand on these things.”
He acknowledged Rokt had not got everything right during its rapidevolution.

“I wouldn’t be so arrogant to say we haven’t done anything wrong. We gothires wrong and made mistakes in certain areas. There are lots of learnings
for us. But it is important, as a global business, that you build the ability tohave a dialogue about even the most sensitive topics with your staff,” hesaid.
“We value things in the right way. We have a very strong belief in people
and communities and we take governance and our role in the communities
we work in very seriously.”
By DAMON KITNEYSEPTEMBER 14, 2023
Link to the article on The Australian