DEF 14A of Thryv Holdings, Inc.
Filed Apr 29, 2024 · FY20230001140361-24-022894
Our Board
Our Board
of Directors Recommends a Vote FOR ALL NOMINEES in the Election of the Class I Directors
of Directors Recommends a Vote FOR ALL NOMINEES in the Election of the Class I Directors
of Directors Recommends a Vote FOR ALL NOMINEES in the Election of the Class I Directors
| Thryv Holdings, Inc. | 13 | 2024 Proxy Statement |
Nominees to Our Board of Directors
Nominees to Our Board of Directors The nominees and their ages, occupations, and length of service on our board of directors as of the date of this Proxy Statement, are provided below.
Nominees to Our Board of Directors
| Amer Akhtar Class I Director AGE: 54 DIRECTOR SINCE: 2020 | Mr. Akhtar currently serves as Chief Executive Officer of iTrade Network Inc., a provider of supply chain software. He previously served as the Chief Executive Officer of Celential.ai Inc., a venture-funded provider of AI-based recruiting solutions from January 2020 to January 2022. From April 2019 to October 2019, Mr. Akhtar served as the Chief Revenue Officer of DeepMap Inc., a high-definition mapping software provider for autonomous driving. From April 2016 to March 2019, Mr. Akhtar was the Chief Operating Officer, Head of U.S. and advisor to the CEO of XPT Inc., or XPT, a division of the electric vehicle company NIO, Inc. Prior to joining XPT, from November 2014 to April 2016, Mr. Akhtar was VP and General Manager of Yahoo Small Business, a technology business focused on e-commerce and online presence. Mr. Akhtar has also served as a board member of Zeuss Inc. from 2014 to 2019 and as an advisory board member of PayActiv Inc., a financial wellness platform, since 2014. Mr. Akhtar also spent almost a decade at Automatic Data Processing, Inc., or ADP, including from 2009 to 2013, in which he was Managing Director and Country President for ADP in Shanghai, China. Mr. Akhtar graduated from Amos Tuck School of Business at Dartmouth College. We believe that Mr. Akhtar is qualified to serve on our board of directors because of his technology and software expertise, and his deep experience with SMBs. |
Nominees to Our Board of Directors
| Bonnie Kintzer Class I Director AGE: 62 DIRECTOR SINCE: 2020 | Ms. Kintzer has served as the President and Chief Executive Officer of Trusted Media Brands, Inc., a media and direct marketing company since April 2014. Ms. Kintzer has also served as a director of Trusted Media Brands, Inc. since April 2014. Previously, Ms. Kintzer served as Chief Executive Officer for Women’s Marketing Inc. from April 2010 to March 2014, where she also served as a director from September 2009 to December 2015. Ms. Kintzer served as Chairperson of the Reader’s Digest Foundation until March 2022, as a director of Union Savings Bank from October 2020 to March 2022, a director of SilverSPAC from September 2021 to September 2023, and currently serves as Chairperson of the 40 Million Story Campaign for United Through Reading. Ms. Kintzer served as a member of the board of directors for the Children’s Learning Center of Fairfield County from September 2017 to April 2022 and the Chair of the MPA – The Association of Magazine Media from April 2021 to June 2022. Ms. Kintzer holds a Master of Business Administration from Harvard Business School and a Bachelor of Arts degree from Clark University. We believe that Ms. Kintzer is qualified to serve on our board of directors due to her relevant leadership experience in the digital marketing arena, and, more specifically, with the rebranding of the Reader’s Digest Association into a digital-first company. |
Nominees to Our Board of Directors
| Thryv Holdings, Inc. | 14 | 2024 Proxy Statement |
Nominees to Our Board of Directors
| Lauren Vaccarello Class I Director AGE: 40 DIRECTOR SINCE: 2020 | Ms. Vaccarello currently serves as an Executive in Residence for Scale Venture Partners. She previously served as Chief Marketing Officer of Salesloft, the provider of a leading sales engagement platform from May 2022 to June 2023 and the Chief Marketing Officer of Talend S.A., a data integration and data integrity company, from July 2019 to October 2021. Previously, Ms. Vaccarello served as the Vice President of Customer Engagement and Vice President of Marketing at Box, Inc., a cloud content management company, from July 2015 to October 2018. From August 2014 to July 2015, Ms. Vaccarello served as the Senior Vice President of Marketing of Sysomos Inc. Ms. Vaccarello has also held executive leadership roles at the AdRoll Group and Salesforce.com, Inc. Ms. Vaccarello has served as a director of SalesHood Inc. from July 2019 to August 2022. Ms. Vaccarello holds a Bachelor of Science degree in Marketing from Emerson College. We believe that Ms. Vaccarello is qualified to serve on our board of directors because of her expertise in digital marketing and her success in growing several SaaS companies. |
Nominees to Our Board of Directors
| Thryv Holdings, Inc. | 15 | 2024 Proxy Statement |
Continuing Directors
Continuing Directors The directors who are serving for terms that end after the Annual Meeting and their ages, occupations, and length of service on our board of directors as of the date of this Proxy Statement are provided below.
Continuing Directors
| Ryan O’Hara Class II Director AGE: 55 DIRECTOR SINCE: 2020 | Mr. O’Hara currently serves as the Chief Executive Officer of 210 Home Buyers Warranty, a home warranty and insurance company. He previously served as an advisor to Apollo Global Management in the technology and media sectors from January 2020 until December 2022. From June to December 2019, Mr. O’Hara served as the Chief Executive Officer of Shutterfly, Inc., where he also served as a director from June to October 2019. Previously, from January 2015 to June 2019, Mr. O’Hara served as the Chief Executive Officer of Move Inc./Realtor.com. Prior to 2015, Mr. O’Hara also served in senior management roles at the Madison Square Garden Company and Gemstar–TV Guide International, Inc., and worked at Nestlé S.A., Fox Cable Networks, British Sky Broadcasting Group, and PricewaterhouseCoopers LLP. Mr. O’Hara currently serves on the board of Offerpad and as a board observer of Inside Real Estate, and previously served on the board of TKB Critical Technologies until August 2023, the board of REA Group Limited from June 2017 to April 2019, and the advisory council for the Stanford University Center on Longevity from August 2020 through January 2024. Mr. O’Hara holds a Bachelor of Arts degree in Economics from Stanford University, a Master of Business Administration from Harvard Business School and the Director Certificate from Harvard Business School. We believe Mr. O’Hara is qualified to serve on our board of directors because of his significant experience with technology and recurring revenue models, and his deep experience serving on the board of directors of both public and private companies. |
Continuing Directors
| John Slater Class III Director AGE: 51 DIRECTOR SINCE: 2016 | Mr. Slater has served as Lead Independent Director since December 2021. He has served as the Chief Investment Officer for Hum Capital Inc. since September 2021. Mr. Slater previously served on our board of directors from 2013 to 2015. Mr. Slater served as Managing Director, Head of Credit at GPI Capital L.P. from January 2020 to December 2020. From 2009 to November 2019, Mr. Slater was a partner at Paulson, focusing on investments in the media, telecom and technology sectors. Prior to Paulson, Mr. Slater served as Vice President at Lehman Brothers Holdings, Inc. in the Global Trading Strategies Group and as a senior director of finance at NextSet Software, Inc. Mr. Slater holds both his Bachelor and Master of Arts degrees from the University of Cambridge and his Master of Business Administration from INSEAD, France. We believe Mr. Slater is qualified to serve on our board of directors because of his extensive background in accounting, technology sector investing and operations, and capital markets, and his board level experience. |
Continuing Directors
| Thryv Holdings, Inc. | 16 | 2024 Proxy Statement |
Continuing Directors
| Joseph A. Walsh Class III Director AGE: 61 DIRECTOR SINCE: 2014 | Mr. Walsh has served as Chairman since December 2021, and as Chief Executive Officer and a Director since October 2014. Mr. Walsh also serves as the Chief Executive Officer and Chairman of Walsh Partners, a private company focused on investments and advisory services, from January 2012 and has served as the Chairman of Cambium Learning Group, a leading educational technology company, from June 2012 to December 2018. Mr. Walsh also previously served as President and CEO of Yellowbook, Inc. We believe Mr. Walsh is qualified to serve on our board of directors because he brings a wealth of leadership experience, particularly in the areas of SaaS software, small and medium sized business (“SMB”) marketing and strategic direction, and because of the operational expertise and continuity that he brings to our board of directors as our Chief Executive Officer. |
Continuing Directors
| Heather Zynczak Class II Director AGE: 52 DIRECTOR SINCE: 2020 | Ms. Zynczak currently serves as the Chief Marketing Officer for AlphaSense, a market intelligence platform. Previously, Ms. Zynczak served as the Chief Marketing Officer of Pluralsight, Inc., a technology learning platform for enterprises from August 2016 to October 2020 and the Chief Marketing Officer of Domo Inc., a cloud operating system for businesses, from 2012 to 2016. Ms. Zynczak also held executive positions at enterprise technology companies, including SAP SE and Oracle Corporation, and she served as a business consultant for Accenture plc, The Boston Consulting Group and Booz Allen Hamilton Inc. Ms. Zynczak has served as a director of Demandbase since March 2021, a director of D2L since January 2023, a director of Lendio since July 2023 and a director of Vasion since August 2023. She previously served as a director of Digital Transformation Opportunities from March 2021 to September 2023, a director of Arkose Labs from July 2022 to January 2024, a director of SaltStack, Inc. from October 2018 to October 2020 and a director of ExpertVoice from March 2021 to September 2022. Ms. Zynczak holds a Bachelor of Business Administration degree in Finance from The University of Texas at Austin and holds a Master of Business Administration from The Wharton School at the University of Pennsylvania. We believe that Ms. Zynczak is qualified to serve on our board of directors because of her substantial digital marketing and technology experience, including key roles in building successful SaaS companies, and her board level experience. |
Continuing Directors
| Thryv Holdings, Inc. | 17 | 2024 Proxy Statement |
Non-Employee Director Compensation
Non-Employee Director Compensation Our non-employee directors receive an annual retainer for board and committee service of $100,000 and each committee chairperson receives an additional annual fee of $20,000. Each non-employee director that serves on two or more committees and is not a committee chairperson receives an additional annual fee of $10,000. The Lead Independent Director also receives an additional annual fee of $35,000. Annual cash retainers for board, Lead Independent Director and committee chair service are paid on a quarterly basis in advance. Additionally, in June 2023, each non-employee director was awarded restricted stock units (“RSUs”) having an aggregate fair market value of $140,000. These RSUs will vest in full on the one-year anniversary of the grant date. Mr. Walsh, our Chairman and Chief Executive Officer, does not receive compensation for his services as a director. See “Compensation Tables – Summary Compensation Table” for a discussion of the compensation earned by Mr. Walsh during fiscal year 2023.
Non-Employee Director Compensation
| Director Compensation – Fiscal Year 2023 | | | | | | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation ($) | Total ($) | | Amer Akhtar | 110,000 | 140,000 | — | 250,000 | | Bonnie Kintzer | 120,000 | 140,000 | — | 260,000 | | Ryan O’Hara | 120,000 | 140,000 | — | 260,000 | | John Slater | 155,000 | 140,000 | — | 295,000 | | Lauren Vaccarello | 110,000 | 140,000 | — | 250,000 | | Heather Zynczak | 100,000 | 140,000 | — | 240,000 |
Non-Employee Director Compensation
| 1. | Consists of an award of RSUs granted pursuant to the Thryv Holdings, Inc. 2020 Incentive Award Plan (the “2020 Plan”) to each director on June 13, 2023. Pursuant to the 2020 Stock Plan, each outside director is to receive an automatic grant of RSUs on the date of the annual stockholders meeting equal to the number of shares of common stock having an aggregate fair market value of $140,000. The amounts shown were not actually paid to the directors. Rather, as required by the rules of the SEC, the amounts represent the aggregate grant date fair value of the RSUs awarded to each of them in fiscal year 2023. These values were determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). The aggregate grant date fair value of the RSUs is equal to the closing price of the common stock on the date of grant multiplied by the number of shares granted. On June 13, 2023, the date of grant for all directors, the closing price of our common stock on the Nasdaq was $25.09 per share. The amounts reported do not include any reduction in the value of the awards for the possibility of forfeiture. The awards were issued on June 13, 2023. |
Non-Employee Director Compensation
Our directors’ outstanding equity awards as of fiscal year end 2023 were as follows: Mr. Akhtar – 5,579 RSUs and 55,556 options; Ms. Kintzer - 5,579 RSUs and 55,556 options ; Mr. O’Hara –5,579 RSUs and 55,556 options ; Mr. Slater –5,579 RSUs and 55,556 options ; Ms. Vaccarello – 5,579 RSUs and 55,556 options; and Ms. Zynczak – 5,579 RSUs and 55,556 options.
Non-Employee Director Compensation
| Thryv Holdings, Inc. | 18 | 2024 Proxy Statement |
Non-Employee Director Compensation
Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm Our audit committee has engaged Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm for the year ending December 31, 2024. Although we are not required to seek stockholder approval of this appointment, it has been our practice to do so. The ratification of the selection of Grant Thornton as our independent registered public accounting firm for the year ending December 31, 2024 requires the affirmative vote of a majority of the voting power of the shares present or represented by proxy at the Annual Meeting and voting on the proposal. In the event that Grant Thornton is not ratified by our stockholders, the audit committee will review its future selection of Grant Thornton as our independent registered public accounting firm. Representatives of Grant Thornton are expected to be present at the Annual Meeting and they will be given an opportunity to make a statement at the Annual Meeting if they desire to do so.
Compensation Philosophy and Compensation Program Objectives
Compensation Philosophy and Compensation Program Objectives Our goal for our executive compensation program is to attract, motivate, retain and reward a talented, entrepreneurial, and creative team of executives who will provide leadership for our success in dynamic and competitive markets. Our compensation philosophy is rooted in pay-for-performance and supports a balanced compensation program that rewards employees for the achievement of our financial, operational and strategic goals. We believe that the most effective program will provide a competitive base salary with annual short-term and long-term incentive payouts based on company and individual performance. For fiscal year 2023, our executive compensation programs focused on both top-line and bottom-line performance, all while working on transforming our business and positioning the Company to be the leading provider of SaaS marketing solutions and cloud-based tools for SMBs. For fiscal year 2023, our compensation committee approved a compensation design and target compensation opportunities, comprising a mix of fixed and variable cash compensation, including base salaries, a short-term cash incentive plan, an overachievement cash incentive plan and a long-term incentive plan. Our annual incentive design included metrics tied to our financial growth. Lyons Benenson & Company Inc. (“Lyons Benenson”), the compensation committee’s independent compensation consultant, provided guidance to the compensation committee concerning the Company’s compensation design and target opportunities for fiscal year 2023. The elements of the 2023 compensation program are described in more detail below.
What We Pay and Why: Elements of Compensation
| | What it Does-How it Works | 2023 Plan Metrics-Weighting | | Base Salary | • Fixed annual cash amount that provides a regular source of income at competitive levels. • Influences annual target incentive value(base salary × target annual incentive %). | Not applicable. | | Short-Term Incentive Plan: Cash | • Performance-based compensation element with a variable payout potential based on corporate and individual performance. • Intended to motivate and reward executive officers for the achievement of annual (short-term) business objectives. | • EBITDA-25% • Free Cash Flow-25% • SaaS Net Revenues-25% • Individual Performance-25% | | Over Performance Plan: Cash | • Incremental cash incentive plan designed as an overachievement program to our Short-Term Incentive Plan. Only begins to pay once maximum goal is achieved under the Short-Term Incentive Plan. • Performance-based compensation element with variable payout potential based on company financial performance. • Intended to motivate and reward executive officers for the overachievement of annual business objectives. | • EBITDA-30% • Free Cash Flow-40% • SaaS Net Revenues-30% |
What We Pay and Why: Elements of Compensation
| | What it Does-How it Works | 2023 Plan Metrics-Weighting | | Long-Term Equity Incentive Compensation | • Equity awards consisting of time-based restricted stock units (“RSUs”) and performance stock units (“PSUs”) awarded under the 2020 Stock Plan. The RSUs vest ratably, annually on each of the first three anniversaries of grant, and the PSUs cliff-vest at the conclusion of a three-year performance period, subject to the achievement of pre-established performance goals. • Designed to retain executives and align their interests with those of the Company’s stockholders. | • Relative TSR-30% • Absolute TSR-30% • SaaS Revenue CAGR-40% | | Employee Stock Purchase Plan | • We have an employee stock purchase plan that permits all eligible employees to elect to contribute up to 15% of their eligible compensation (up to the IRS maximum) to purchase Company shares at a 15% discount of the fair market value of shares in the Company. | Not applicable. | | Executive Physical | • Executive officers receive annual reimbursement for a comprehensive medical examination up to $4,000 for EVP and the actual cost of the executive physical for the Chief Executive Officer. | Not applicable. | | Retirement Benefits | • A 401(k) retirement savings plan enables all employees, including executive officers, to contribute a portion of their compensation with a company matching contribution. | Not applicable. | | Employment and Severance Benefits | • CEO Employment Agreement provides for salary, incentive opportunities and severance benefits. • Thryv, Inc. Severance Plan-Executive Vice Presidents and Above (“EVP Severance Plan”) provides for severance benefits equal to a multiple of salary and target short-term incentive award in the event of certain qualifying terminations of employment. | Not applicable. |
Compensation Peer Group for Fiscal Year 2023
Compensation Peer Group for Fiscal Year 2023 Our executive compensation program is designed to reward achievement of goals and to attract, retain and motivate our leaders in a competitive talent market. The compensation committee examines the executive compensation of a group of peer companies (our “Compensation Peer Group”) to stay current with market pay practices and trends, and to understand the competitiveness of our total compensation and its various elements. The compensation committee reviews at least annually the Compensation Peer Group to confirm that it includes companies that are comparable to Thryv on the basis of industry focus, scope of operations, size (based on revenues) and the competitive marketplace for talent. We use this data solely for informational purposes and do not target a specific percentile or make significant pay decisions based on market data alone. Although we believe this information can be helpful, we recognize that benchmarking is not always reliable and is subject to significant change from one year to the next—particularly for companies in the technology and SaaS industries. As a result, we use both Company and individual performance as primary drivers of pay levels, as opposed to market data. The compensation committee decided upon the following 17 companies as our Compensation Peer Group for fiscal year 2023 after consultation with Lyons Benenson and primarily based upon criteria such as business alignment, industry relevance and competition for executive talent. The decrease in composition of the peer group for 2023 from 19 companies to 17 companies was a result of the acquisition of two of the companies in our 2022 peer group, whereby compensation information for those two companies would no longer be publicly available. We believe this peer group composition is appropriate in light of the importance we ascribe to providing competitive pay opportunities sufficient to attract and retain the talented executives needed to lead the Company.
Compensation Peer Group for Fiscal Year 2023
| Criteo S.A. | Alteryx, Inc. | Anaplan, Inc. | Clear Channel Outdoor Holdings, Inc. | Digital Turbine, Inc. | | Five9, Inc. | HubSpot, Inc. | MicroStrategy Incorporated | Paycom Software, Inc. | Paylocity Holding Corporation | | Pegasystems Inc. | Perion Network Ltd. | Stagwell Inc. | Verint Systems Inc. | Workiva Inc. | | Yelp Inc. | Yext, Inc. | | | |
Short-Term Incentive Plan - Cash Incentive
Short-Term Incentive Plan - Cash Incentive We provide our NEOs with the opportunity to earn annual, performance-based cash compensation under our Short-Term Incentive Plan (our “STI”). Payouts under our STI are determined annually by our compensation committee based on each NEO’s target incentive and performance against pre-determined performance measures. Our compensation committee follows the same benchmarking and decision-making process with respect to STI opportunities and payouts as it does with base salary. Our compensation committee may reassess our target annual incentive for each NEO from time to time. Our compensation committee approved the target annual incentive, performance levels and payout parameters for the STI for fiscal year 2023 in March 2023.
Short-Term Incentive Plan - Cash Incentive
| Named Executive Officers | Target Annual Incentive (STI) (%) | | Joseph A. Walsh | 100 | | Paul D. Rouse | 70 | | Gordon Henry | 70 | | James McCusker | 70 | | John Wholey | 70 |
Short-Term Incentive Plan - Cash Incentive
There were three financial performance metrics and one individual metric in our STI for fiscal year 2023, which were unchanged from fiscal year 2022. Below is a description of those metrics and our threshold, target and maximum performance levels and respective payouts under the plan. Each of the financial performance metrics and goals reflected the board approved budget from December 7, 2022. These goals represent the budget guiding principles and financial projections of the Company for fiscal year 2023:
Short-Term Incentive Plan - Cash Incentive
| 1. | EBITDA (25%). This performance metric supports our focus on maintaining margin trends. EBITDA is a non-GAAP financial metric defined as earnings before interest, tax, depreciation and amortization. |
Short-Term Incentive Plan - Cash Incentive
| Thryv Holdings, Inc. | 32 | 2024 Proxy Statement |
Short-Term Incentive Plan - Cash Incentive
| 2. | Free Cash Flow (“FCF”) (25%). This performance metric supports our goal of generating value for our stockholders. FCF is a non-GAAP financial metric defined as net cash provided by operating activities less capital expenditures. FCF does not include certain tax liabilities, settlement of liability stock option awards and certain investments in growth opportunities, including merger and acquisitions. |
Short-Term Incentive Plan - Cash Incentive
| 3. | Reported SaaS Net Revenue (25%). This performance metric supports our goal of transitioning to a SaaS business. |
Short-Term Incentive Plan - Cash Incentive
| 4. | Individual Performance (25%). This performance metric supports our goal of pay for performance. Individual annual goals (which are designed to propel Company performance and objectives) are determined by our Chief Executive Officer for all NEOs other than himself. The Chief Executive Officer’s individual annual goals are determined by the compensation committee. The attainment of each NEO’s annual goals is based on an individual performance assessment by our Chief Executive Officer (for all NEOs other than himself) and ratified by the compensation committee and the attainment of our Chief Executive Officer’s individual goals is based on an individual performance assessment by our compensation committee. In fiscal year 2023, the Company established a minimum EBITDA threshold (or gate) of $155 million for any payouts under the individual performance metric to be funded. That is, if EBITDA for fiscal year 2023 was below $155 million, no payouts would be earned for the individual performance metric and the 25% of the STI attributable to individual performance would be forfeited regardless of individual performance achievement. |
Short-Term Incentive Plan - Cash Incentive
The below table reflects in detail the funding formulas applicable to our performance level for the EBITDA, Reported SaaS Net Revenue and FCF performance (collectively, the “Company Performance”) metrics under our STI for fiscal year 2023.
Short-Term Incentive Plan - Cash Incentive
| EBITDA (in millions) ($) | EBITDA Component Payout (%) | FCF (in millions) ($) | FCF Component Payout (%) | Reported SaaS Net Revenue (in millions) ($) | SaaS Net Revenue Component Payout (%) | | 171.00 | 10 Threshold | 88.00 | 10 | 246.50 | 10 | | 172.00 | 20 | 89.00 | 20 | 247.50 | 15 | | 173.00 | 30 | 90.00 | 30 | 248.50 | 23 | | 174.00 | 40 | 91.00 | 40 | 249.50 | 30 | | 175.00 | 50 | 92.00 | 50 | 250.50 | 38 | | 176.00 | 60 | 93.00 | 60 | 251.50 | 45 | | 177.00 | 70 | 94.00 | 70 | 252.50 | 53 | | 178.00 | 80 | 95.00 | 80 | 253.50 | 60 | | 179.00 | 90 | 96.00 | 90 | 254.50 | 68 | | 180.00 | 100 Target | 97.00 | 100 | 255.50 | 100 | | 181.50 | 105 | 98.00 | 105 | 256.50 | 105 | | 183.00 | 110 | 99.00 | 110 | 257.50 | 110 | | 184.50 | 115 | 100.00 | 115 | 258.50 | 115 | | 186.00 | 120 | 101.00 | 120 | 259.50 | 120 | | 187.50 | 125 Maximum | 102.00 | 125 | 260.50 | 125 |
Short-Term Incentive Plan - Cash Incentive
| Thryv Holdings, Inc. | 33 | 2024 Proxy Statement |
Short-Term Incentive Plan - Cash Incentive
On February 14, 2024, our compensation committee reviewed the Company’s performance against the pre-established metrics for fiscal year 2023. The compensation committee determined that for fiscal year 2023, EBITDA achieved $187.52 million, FCF achieved $114.83 million and Reported SaaS Net Revenue achieved $263.72 million resulting in the total weighted average payout of 125.0% for EBITDA, FCF and Reported SaaS Net Revenue for the Company Performance component (accounting for 75% of the total award) and that the individual performance component (accounting for 25% of the total award) for all NEOs was at target (100%). A few of the 2023 individual goals included growing SaaS revenue and growing active users. The resulting incentive payments for 2023 STI to NEOs are detailed in the table below:
Short-Term Incentive Plan - Cash Incentive
| Named Executive Officers | 2023 STI ($) | | Joseph A. Walsh | 1,259,819 | | Paul D. Rouse | 433,641 | | Gordon Henry | 353,281 | | James McCusker | 353,281 | | John Wholey | 353,281 |
Over Performance Plan-Cash Incentive
Over Performance Plan-Cash Incentive We provide our NEOs with the opportunity to earn additional annual, performance-based cash compensation under our Over Performance Plan (our “OPP”). The OPP is intended to motivate and reward executive officers for the overachievement of annual business objectives. Payouts under our OPP are determined annually by our compensation committee based on each NEO’s overachievement of target incentive and performance against pre-determined Company financial performance measures. Our compensation committee may reassess our target OPP incentive for each NEO from time to time. Our compensation committee approved the target incentives, performance levels and payout parameters for our OPP for fiscal year 2023 in March 2023. The OPP target incentive is expressed as a percentage of each individual’s base salary and were unchanged from 2022. In fiscal year 2023, the OPP target annual incentives for each of our NEOs, expressed as a percentage of each NEO’s base salary, were as follows:
Over Performance Plan-Cash Incentive
| Named Executive Officers | Target Annual Incentive (OPP) (%) | | Joseph A. Walsh | 100 | | Paul D. Rouse | 70 | | Gordon Henry | 70 | | James McCusker | 70 | | John Wholey | 70 |
Over Performance Plan-Cash Incentive
| Thryv Holdings, Inc. | 34 | 2024 Proxy Statement |
Over Performance Plan Metrics and Performance for Fiscal Year 2023
Our OPP plan only pays out if we have achieved greater than maximum performance under the STI plan; in fact, threshold level of performance for each metric under the OPP is equal to or greater than the maximum performance achievement levels under our STI. The total short term incentive cash payment is capped at 200% the value of the STI Plan at Target. The below table reflects in detail the respective payouts per performance level for each performance metric under our OPP for fiscal year 2023.
Over Performance Plan Metrics and Performance for Fiscal Year 2023
| EBITDA (in millions) ($) | EBITDA Component Payout (%) | FCF (in millions) ($) | FCF Component Payout (%) | Reported SaaS Net Revenue (in millions) ($) | SaaS Net Revenue Component Payout (%) | | 187.50 | Threshold | 102.00 | | 260.50 | | | 189.00 | 10 | 103.50 | 10 | 262.00 | 10 | | 190.50 | 20 | 105.00 | 20 | 263.50 | 20 | | 192.00 | 30 | 106.50 | 30 | 265.00 | 30 | | 193.50 | 40 | 108.00 | 40 | 266.50 | 40 | | 195.00 | 50 | 109.50 | 50 | 268.00 | 50 | | 196.50 | 60 | 111.00 | 60 | 269.50 | 60 | | 198.00 | 70 | 112.50 | 70 | 271.00 | 70 | | 199.50 | 80 | 114.00 | 80 | 272.50 | 80 | | 201.00 | 90 | 115.50 | 90 | 274.00 | 90 | | 202.50 | 100 | 117.00 | 100 | 275.50 | 100 |
Long-Term Equity Incentive Compensation
Long-Term Equity Incentive Compensation We have historically provided our executive officers with the opportunity to earn long-term equity incentive compensation in the form of non-qualified stock options under our 2016 Stock Incentive Plan (“2016 Plan”). On September 3, 2020, our board of directors approved our 2020 Incentive Award Plan (“2020 Plan”), which became effective on September 23, 2020, and under which we may award long-term equity incentive grants. Following the effectiveness of our 2020 Plan, no future grants can be awarded under our 2016 Plan; however, all outstanding awards under the 2016 Plan remain outstanding in accordance with the terms of the applicable award agreements and our 2016 Plan. In addition, any shares of common stock that are forfeited or lapse unexercised under the 2016 Plan are added to the pool for issuance under the 2020 Plan. The purpose of long-term equity awards is to provide incentives for our executives to achieve our long-term financial and operational goals and to reward them for sustained improvements in performance over the long term. The 2020 Plan is intended to advance the best interests of the Company, our affiliates and our stockholders by providing those persons who have substantial responsibility for the management and growth of Thryv and our affiliates with additional performance incentives and an opportunity to obtain or increase their equity ownership in the Company, thereby strengthening the alignment between the interests of our executives and our stockholders. The 2020 Plan is administered by the compensation committee with oversight from the board of directors.
Equity Awards in Fiscal Year 2023
Equity Awards in Fiscal Year 2023 In fiscal year 2023, we granted our NEOs both time-vesting RSUs and PSUs. We believe that the use of PSUs and RSUs serves to retain the executives necessary to achieve our strategic plans and to motivate them to drive sustained increases in stockholder value.
Equity Awards in Fiscal Year 2023
| NEO | Total Grant Date Value | PSUs (# of units) | RSUs (# of units) | | Joseph A. Walsh | $3,000,000 | 101,140 | 54,460 | | Paul D. Rouse | $2,500,000 | 84,284 | 45,383 | | Gordon Henry | $1,750,000 | 58,998 | 31,768 | | James McCusker | $1,750,000 | 58,998 | 31,768 | | John Wholey | $1,750,000 | 58,998 | 31,768 |
Equity Awards in Fiscal Year 2023
Time-vesting RSUs In general, the RSUs, which represented 35% of the total grant, vest ratably, annually on each of January 5, 2024, 2025 and 2026. For Mr. Walsh, the RSUs vest over three years with the first one-third vesting on January 5, 2024 and 1/36th of the RSUs vesting on the 3rd of each month thereafter over the following 24 months.
Equity Awards in Fiscal Year 2023
| Thryv Holdings, Inc. | 36 | 2024 Proxy Statement |
Equity Awards in Fiscal Year 2023
PSUs The PSUs, which represent 65% of the total grant date value, will vest, to the extent earned, at the conclusion of a three-year performance period, which runs from January 1, 2023 through December 31, 2025. The earnout of the PSUs is governed by the following performance measures, weights and funding formula, which were unchanged from 2022:
Equity Awards in Fiscal Year 2023
| Measure | Weight | Threshold | Target | Maximum | | | | | Performance (as a % of Target) | | | Relative TSR (“rTSR”) | 30% | 40th Percentile | 50th Percentile | 65th Percentile | | Absolute TSR (“aTSR”) | 30% | 8.0% | 10.0% | 12.5% | | SaaS Revenue CAGR | 40% | 15% | 18% | 22% | | | | | Payout (as a % of Target) | | | Payout | N/A | 50% | 100% | 150% |
Equity Awards in Fiscal Year 2023
Performance against each of the aforementioned measures and the extent to which the PSUs have been earned and are eligible to vest and be settled will be assessed early in 2025 following the conclusion of the performance period. PSUs may be earned between 0% and 150% of the target award, depending on the Company’s performance relative to each of the performance measures. Performance below the threshold level of performance for each of the measures will result in no PSUs being earned relative to that measure. For performance achievement between threshold and target or between target and maximum, the percentage of PSUs that would vest under each measure will be subject to straight line interpolation. For performance achievement at or above the maximum level of performance achievement set forth above, a maximum of 150% of the PSUs may vest under each measure. For the rTSR measure, the PSUs will be eligible to vest based on the Company’s TSR relative to the following performance peer group over the three-year performance period. [The decrease in composition for the 2023 peer group from 21 to 18 companies was a result of the acquisition or delisting of three companies.] The peer group for the 2023 rTSR PSUs consists of 18 companies with which we compete for products and services, and which are listed below:
Equity Awards in Fiscal Year 2023
| Blackbaud, Inc. | Box, Inc. | Constellation Software Inc, | Datadog, Inc. | Digital Turbine, Inc. | | Domo, Inc. | Dynatrace, Inc. | EverCommerce Inc. | Five9, Inc. | GoDaddy, Inc. | | HubSpot, Inc. | Informatica Inc. | Lightspeed Commerce Inc. | Pegasystems Inc. | Sprout Social, Inc. | | Squarespace, Inc. | Verint Systems Inc. | Wix.com Ltd. | | |
Summary Compensation Table
Summary Compensation Table The following table sets forth the compensation paid or earned for the fiscal years ending December 31, 2021, 2022 and 2023, as applicable, by our NEOs:
Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Equity Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Joseph A. Walsh Chairman and CEO | 2023 | 1,060,900 | 1,696,910 | 3,000,000 | 53,317 | 5,811,127 | | | 2022 | 1,056,820 | 2,442,723 | 3,000,000 | 51,638 | 6,551,181 | | | 2021 | 1,052,581 | 2,166,225 | — | 49,905 | 3,268,711 | | Paul D. Rouse Chief Financial Officer, EVP and Treasurer | 2023 | 521,673 | 584,091 | 2,500,000 | 18,590 | 3,624,354 | | | 2022 | 521,673 | 840,807 | 2,500,000 | 14,640 | 3,877,120 | | | 2021 | 517,582 | 745,634 | | 16,920 | 1,280,136 | | Gordon Henry Former Chief Strategy Officer and EVP(5) | 2023 | 425,000 | 475,851 | 1,750,000 | 15,840 | 2,666,691 | | | 2022 | 422,937 | 684,994 | 1,750,000 | 17,510 | 2,875,441 | | | 2021 | 414,065 | 596,506 | — | 16,920 | 1,027,491 | | James McCusker Chief Revenue Officer and EVP | 2023 | 425,000 | 475,851 | 1,750,000 | 18,390 | 2,669,241 | | | 2022 | 422,937 | 684,994 | 1,750,000 | 17,640 | 2,875,571 | | | 2021 | 414,066 | 596,506 | — | 16,920 | 1,027,492 | | John Wholey Chief Operations and Information Officer and EVP | 2023 | 425,000 | 475,851 | 1,750,000 | 19,840 | 2,670,691 | | | 2022 | 419,615 | 684,994 | 1,750,000 | 14,640 | 2,869,249 | | | 2021 | 398,989 | 578,872 | — | 13,920 | 991,781 |
Summary Compensation Table
| 1. | Amounts reported in this column represent the actual salary earned by each of our NEOs for fiscal years 2021, 2022 and 2023. NEOs did not receive any guaranteed, non-performance based bonuses in 2023. |
Summary Compensation Table
| 2. | Amounts reported in this column represent the cash incentive awards actually paid under our STI and OPP for fiscal years 2021, 2022 and 2023. See “Short-Term Incentive Plan – Cash Incentive” and “Over Performance Plan – Cash Incentive” in our Compensation Discussion and Analysis for further detail. |
Summary Compensation Table
| 3. | The amounts shown were not actually paid to the NEOs. Rather, as required by the rules of the SEC, the amounts represent the aggregate grant date fair value of RSUs and PSUs awarded to each of them in fiscal year 2023. These values were determined in accordance with FASB ASC Topic 718. The grant date fair value of the PSUs is based on our estimate on the grant date of the probable outcome of meeting the performance conditions of these awards. The aggregate grant date fair value of the RSUs is equal to the closing stock price of our common stock on the date of grant multiplied by the number of shares granted. The following are the aggregate grant date fair values of the PSUs granted in 2023 assuming we meet the highest level of the performance conditions of these awards as described in footnote (2) to the Grants of Plan-Based Awards Table Fiscal 2023: Mr. Walsh $1,950,000, Mr. Rouse $1,625,000, Mr. Henry $1,137,500, Mr. McCusker $1,137,500 and Mr. Wholey $1,137,500. The amounts reported do not include any reduction in the value of the awards for the possibility of forfeiture. We did not grant any equity-based awards to the NEOs in 2021. |
Summary Compensation Table
| Thryv Holdings, Inc. | 40 | 2024 Proxy Statement |
Summary Compensation Table
| 4. | All Other Compensation for fiscal year 2023 consisted of the following (all amounts in dollars): |
Summary Compensation Table
| Name | 401(k) Matching Contributions ($)(a) | Allowance ($)(b) | Executive Physicals ($)(c) | Total ($) | | Joseph A. Walsh | 15,840 | 30,000 | 7,477 | 53,317 | | Paul D. Rouse | 15,840 | — | 2,750 | 18,590 | | Gordon Henry | 15,840 | — | — | 15,840 | | James McCusker | 15,840 | — | 2,550 | 18,390 | | John Wholey | 15,840 | — | 4,000 | 19,840 |
Summary Compensation Table
| a. | Amounts reported in this column represent the matching contribution made by the Company under the Company’s tax-qualified 401(k) retirement plan in 2023. |
Summary Compensation Table
| b. | For Mr. Walsh, amount includes an expense allowance of $30,000 for the maintenance of a remote office and miscellaneous expenses incurred. |
Summary Compensation Table
| c. | Executive officers receive annual reimbursement for a comprehensive medical examination up to $4,000 for EVPs and the actual cost of the physical for the Chief Executive Officer. |
Summary Compensation Table
| 5. | Mr. Henry departed the Company on March 22, 2024. |
Grants of Plan-Based Awards Fiscal Year 2023
Grants of Plan-Based Awards Fiscal Year 2023
Grants of Plan-Based Awards Fiscal Year 2023
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plans | | | | | | Name | Type | Grant Date | Threshold ($)(1) | Target ($)(1) | Maximum ($)(1) | Threshold (#)(2) | Target #(2) | Maximum (#)(2) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Market Value of Stock and Option Awards ($) | | Joseph A. Walsh | STI | 1/1/2023 | 344,793 | 1,060,900 | 1,392,431 | — | — | — | — | — | | | OPP | 1/1/2023 | 106,090 | — | — | — | — | — | — | — | | | RSU | 1/5/2023 | — | — | — | — | — | — | 54,460 | 1,050,000 | | | PSU | 1/5/2023 | — | — | — | 50,570 | 101,140 | 151,710 | — | 1,950,000 | | Paul D. Rouse | STI | 1/1/2023 | 118,681 | 365,171 | 479,287 | — | — | — | — | — | | | OPP | 1/1/2023 | 36,517 | — | — | — | — | — | — | — | | | RSU | 1/5/2023 | — | — | — | — | — | — | 45,383 | 875,000 | | | PSU | 1/5/2023 | — | — | — | 42,142 | 84,284 | 126,426 | — | 1,625,000 | | Gordon Henry | STI | 1/1/2023 | 96,688 | 297,500 | 390,469 | — | — | — | — | — | | | OPP | 1/1/2023 | 29,750 | — | — | — | — | — | — | — | | | RSU | 1/5/2023 | — | — | — | — | — | — | 31,768 | 612,500 | | | PSU | 1/5/2023 | — | — | — | 29,499 | 58,998 | 88,497 | — | 1,137,500 | | James McCusker | STI | 1/1/2023 | 96,688 | 297,500 | 390,469 | — | — | — | — | — | | | OPP | 1/1/2023 | 29,750 | — | — | — | — | — | — | — | | | RSU | 1/5/2023 | — | — | — | — | — | — | 31,768 | 612,500 | | | PSU | 1/5/2023 | — | — | — | 29,499 | 58,998 | 88,497 | — | 1,137,500 | | John Wholey | STI | 1/1/2023 | 96,688 | 297,500 | 390,469 | — | — | — | — | — | | | OPP | 1/1/2023 | 29,750 | — | — | — | — | — | — | — | | | RSU | 1/5/2023 | — | — | — | — | — | — | 31,768 | 612,500 | | | PSU | 1/5/2023 | — | — | — | 29,499 | 58,998 | 88,497 | — | 1,137,500 |
Grants of Plan-Based Awards Fiscal Year 2023
| 1. | For 2023 we continued the four components of the STI consisting of EBITDA, FCF, SaaS Revenue and individual performance equally weighted at 25%. The OPP is a self-funded plan and an incremental incentive plan to the STI to bridge the gap between the STI maximum and typical market maximums for senior leadership and only funds after the STI achieves maximum payout. The OPP individual financial payout scales are not capped; however, the overall payment is capped at 125%, i.e. the individual earning potential is capped at 200% the participant’s STI award at target. For fiscal year 2023, an award would only be paid out pursuant to our OPP if EBITDA exceeded $187.50 million, FCF exceeded $102.00 million or SaaS Revenue exceeded $260.50 million. |
Grants of Plan-Based Awards Fiscal Year 2023
| 2. | The amounts shown are potential payments of PSUs to the NEOs. Final payments of these awards can range from 0% to 150% of the shares originally granted. The PSUs vest January 5, 2026 after a three-year performance period from January 2023 to December 2025 based on achieved performance. |
Grants of Plan-Based Awards Fiscal Year 2023
| 3. | Consists of RSUs awarded pursuant to the 2020 Plan. The RSUs vest one-third over three years for Messrs. Rouse, Henry, McCusker and Wholey. The RSUs granted to Mr. Walsh vest in thirds over three years, with the first one-third cliff vesting at the end of the first year and 1/36th of the RSUs vesting on the 3rd of each month thereafter. |
Grants of Plan-Based Awards Fiscal Year 2023
| Thryv Holdings, Inc. | 42 | 2024 Proxy Statement |
Outstanding Equity Awards at Fiscal Year-End 2023
Outstanding Equity Awards at Fiscal Year-End 2023 The following table provides information about the number of outstanding equity awards held by our NEOs at fiscal year-end 2023. The table also includes, where applicable, the value of these awards based on the closing price of our common stock on Nasdaq on December 29, 2023, which was $20.35 per share. All awards vest one third each year over three years following the grant date, except as otherwise noted.
Outstanding Equity Awards at Fiscal Year-End 2023
| | | Option Awards | | | | | Stock Awards | | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(6) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Joseph A. Walsh | 11/18/2019(2) | 1,018,519 | 30,864 | 13.82 | 11/18/2029 | — | — | — | — | | | 5/03/2022(3) | — | — | — | — | 14,534 | 295,767 | 74,742 | 1,521,000 | | | 1/5/2023(7) | — | — | — | — | 54,460 | 1,108,261 | 101,140 | 2,058,199 | | Paul D. Rouse | 11/14/2016(4) | 131,521 | 0 | 3.68 | 11/14/2026 | — | — | — | — | | | 11/18/2019(5) | 74,074 | 37,037 | 13.82 | 11/18/2029 | — | — | — | — | | | 5/03/2022(3) | — | — | — | — | 22,359 | 455,006 | 62,285 | 1,267,500 | | | 1/5/2023(7) | — | — | — | — | 45,383 | 923,544 | 84,284 | 1,715,179 | | Gordon Henry | 9/26/2016(4) | 154,771 | 0 | 3.68 | 9/26/2026 | — | — | — | — | | | 11/18/2019(5) | 74,074 | 37,037 | 13.82 | 11/18/2029 | — | — | — | — | | | 5/03/2022(3) | — | — | — | — | 15,651 | 318,498 | 43,600 | 887,260 | | | 1/5/2023(7) | — | — | — | — | 31,768 | 646,479 | 58,998 | 1,200,609 | | James McCusker | 9/26/2016(4) | 150,521 | 0 | 3.68 | 9/26/2026 | — | — | — | — | | | 11/18/2019(5) | 74,074 | 37,037 | 13.82 | 11/18/2029 | — | — | — | — | | | 5/03/2022(3) | — | — | — | — | 15,651 | 318,498 | 43,600 | 887,260 | | | 1/5/2023(7) | — | — | — | — | 31,768 | 646,479 | 58,998 | 1,200,609 | | John Wholey | 9/26/2016(4) | 62,521 | 0 | 3.68 | 9/26/2026 | — | — | — | — | | | 11/18/2019(5) | 74,074 | 37,037 | 13.82 | 11/18/2029 | — | — | — | — | | | 5/03/2022(3) | — | — | — | — | 15,651 | 318,498 | 43,600 | 887,260 | | | 1/5/2023(7) | — | — | — | — | 31,768 | 646,479 | 58,998 | 1,200,609 |
Outstanding Equity Awards at Fiscal Year-End 2023
| 1. | We elected not to award grants of equity to our NEOs in 2020 or 2021 due to their significant equity stake from 2019 non-qualified stock option awards. Starting in 2022, we began annual grants of a combination of RSUs and PSUs to align with other SaaS companies and our peer group. See “Compensation Discussion and Analysis” for further information. |
Outstanding Equity Awards at Fiscal Year-End 2023
| 2. | Stock options granted to Mr. Walsh on November 18, 2019 vested in equal monthly installments over a three-year period beginning January 1, 2020. On November 23, 2020, the board of directors and compensation committee approved a one-time stock option repricing for outstanding stock options granted November 18, 2019 to allow for the officers, contingent upon each officer’s written consent, a one-time stock repricing from $16.20 to $13.82 and a delayed vesting scheduled for those options granted in 2019. Mr. Walsh consented to the stock option repricing and subsequently restarting the vesting schedule beginning January 1, 2021. |
Outstanding Equity Awards at Fiscal Year-End 2023
| 3. | Represents unvested and outstanding PSUs and RSUs as of December 31, 2023 granted on May 3, 2022 to our NEOs. As approved by the compensation committee, 65% of the total award value is in the form of PSUs and 35% is in the form of RSUs. The RSUs vest one-third over three years for Messrs. Rouse, Henry, McCusker and Wholey and for Mr. Walsh vest one-third over three years with the first tranche cliff-vesting January 3, 2023 at the end of the first year and 1/36th of the RSUs vesting on the 3rd of each month thereafter. The PSUs vest January 3, 2025 after a three-year performance period from January 2022 to December 2024, based on achieved performance. See “Grants of Plan Based Awards” table for more information. |
Outstanding Equity Awards at Fiscal Year-End 2023
| Thryv Holdings, Inc. | 43 | 2024 Proxy Statement |
Outstanding Equity Awards at Fiscal Year-End 2023
| 4. | Stock options granted to Mr. Rouse on November 14, 2016 and stock option grants to Messrs. Henry, McCusker and Wholey on September 26, 2016 vested in three equal installments on each of January 1, 2018, January 1, 2019 and January 1, 2020. |
Outstanding Equity Awards at Fiscal Year-End 2023
| 5. | Stock option grants originally awarded to Messrs. Rouse, Henry, McCusker and Wholey on November 18, 2019 vested in three equal installments on each of January 1, 2021, January 1, 2022 and January 1, 2023. On November 23, 2020, the board of directors and compensation committee approved a one-time stock option repricing for outstanding stock granted November 18, 2019 to allow for the officers, contingent upon each officer’s written consent, a one-time stock repricing from $16.20 to $13.82 and a delayed vesting scheduled for those options granted in 2019. All NEOs consented to the stock option repricing and subsequently the vesting schedule was amended to vest in three equal installments on each of January 1, 2022, January 1, 2023 and January 1, 2024. |
Outstanding Equity Awards at Fiscal Year-End 2023
| 6. | For applicable grants, reflects the revised exercise price of $13.82 pursuant to the option repricing. |
Outstanding Equity Awards at Fiscal Year-End 2023
| 7. | Represents unvested and outstanding PSUs and RSUs as of December 31, 2023 granted January 5, 2023 to our NEOs. As approved by the Compensation Committee, 65% of the total award value is in the form of PSUs and 35% is in the form of RSUs. The total equity grant value was $3,000,000 for Mr. Walsh, $2,500,000 for Mr. Rouse and $1,750,000 for each of Messrs. Henry, McCusker and Wholey for fiscal year 2023. The RSUs vest one-third over three years for Messrs. Rouse, Henry, McCusker and Wholey and vest one-third over three year with the first tranche cliff-vesting on the 1st anniversary of the grant date and 1/36 of the RSUs vesting on the 3rd of each month thereafter for Mr. Walsh. The PSUs granted in 2023 vest January 5, 2026 after a three-year performance period January 2023 to December 2025 based on achieved performance. See “Grants of Plan Based Awards” table for more information. |
Option Exercises and Stock Vested-Fiscal Year 2023
Option Exercises and Stock Vested-Fiscal Year 2023 The following table provides information regarding the number of shares issued upon option exercises, the number of stock awards that vested and the value realized upon vesting by our own NEOs in fiscal year 2023.
Option Exercises and Stock Vested-Fiscal Year 2023
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($) | | Joseph A. Walsh | — | — | 25,711 | 531,780 | | Paul D. Rouse | — | — | 11,179 | 216,761 | | Gordon Henry | — | — | 7,825 | 151,727 | | James McCusker | — | — | 7,825 | 151,727 | | John Wholey | — | — | 7,825 | 151,727 |
Option Exercises and Stock Vested-Fiscal Year 2023
| 1. | None of our NEOs exercised options during fiscal year 2023. |
Option Exercises and Stock Vested-Fiscal Year 2023
| 2. | The number of shares acquired on vesting are pre-tax and do not account for shares sold or withheld to pay taxes. |
Pension Benefits
Pension Benefits None of our NEOs participated in, and received benefits under, any pension or defined benefit retirement plan sponsored by the Company during fiscal year 2023.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation Our NEOs did not participate in, or earn any benefits under, a nonqualified deferred compensation plan sponsored by the Company during fiscal year 2023.
Nonqualified Deferred Compensation
| Thryv Holdings, Inc. | 44 | 2024 Proxy Statement |
Potential Payments Upon Termination or Change of Control - Fiscal Year 2023
Potential Payments Upon Termination or Change of Control - Fiscal Year 2023 The following table summarizes the potential payments and benefits that each of Messrs. Walsh, Rouse, Henry, McCusker, and Wholey (the “Current NEOs”) would be entitled to receive upon termination of employment under various circumstances and upon a change of control of the Company. In each case, the table assumes the Current NEOs termination or the change of control occurred on December 31, 2023. The table below does not include benefits provided on a non-discriminatory basis to salaried employees generally, including accrued vacation, and amounts payable under tax-qualified plans.
Potential Payments Upon Termination or Change of Control - Fiscal Year 2023
| Name & Event | Cash Severance ($) | STI Awards ($)(3) | Benefits continuation ($)(4) | Accelerated Vesting of Stock Options(5) ($) | Vesting of RSUs(6) | Vesting of PSUs(7) | Outplacement ($)(8) | Total ($) | | Joseph A. Walsh | | | | | | | | | | Resignation without Good Reason or Termination for Cause | — | — | — | — | — | — | — | — | | Resignation for Good Reason or Termination without Cause(1) | 2,121,800 | 1,259,819 | — | — | 364,353 | | — | 3,745,972 | | Death(1) | 2,121,800 | 1,259,819 | — | — | 364,353 | | — | 3,745,972 | | Disability(1) | 2,121,800 | 1,259,819 | — | — | 364,353 | | — | 3,745,972 | | Resignation for Good Reason, Termination without Cause in connection with a Change in Control(1) | 4,243,600 | 1,259,819 | — | 6,852,471 | 1,108,261 | 2,058,199 | — | 15,522,350 | | Paul D. Rouse | | | | | | | | | | Resignation without Good Reason or Termination for Cause | — | — | — | — | — | — | — | — | | Resignation for Good Reason or Termination without Cause(2) | 1,330,266 | 433,641 | 1,427 | — | 303,618 | 563,895 | 7,250 | 2,640,097 | | Death | — | — | — | — | 303,618 | 563,895 | — | 867,512 | | Disability | — | — | — | — | 303,618 | 563,895 | — | 867,512 | | Resignation for Good Reason, Termination without Cause in connection with a Change in Control(2) | 1,773,688 | 433,641 | 1,427 | — | 923,544 | 1,715,179 | 7,250 | 4,854,730 | | Gordon Henry | | | | | | | | | | Resignation without Good Reason or Termination for Cause | — | — | — | — | — | — | — | — | | Resignation for Good Reason or Termination without Cause(2) | 1,083,750 | 353,281 | 1,163 | — | 212,534 | 394,721 | 7,250 | 2,052,699 | | Death | — | — | — | — | 212,534 | 394,721 | — | 607,255 | | Disability | — | — | — | — | 212,534 | 394,721 | — | 607,255 | | Resignation for Good Reason, Termination without Cause in connection with a Change in Control(2) | 1,445,000 | 353,281 | 1,163 | — | 646,479 | 1,200,609 | 7,250 | 3,653,782 | | James McCusker | | | | | | | | | | Resignation without Good Reason or Termination for Cause | | | | — | — | — | — | — | | Resignation for Good Reason or Termination without Cause(2) | 1,083,750 | 353,281 | 1,163 | — | 212,534 | 394,721 | 7,250 | 2,052,699 | | Death | — | — | — | — | 212,534 | 394,721 | — | 607,255 | | Disability | — | — | — | — | 212,534 | 394,721 | — | 607,255 | | Resignation for Good Reason, Termination without Cause in connection with a Change in Control(2) | 1,445,000 | 353,281 | 1,163 | — | 646,479 | 1,200,609 | 7,250 | 3,653,782 |
Potential Payments Upon Termination or Change of Control - Fiscal Year 2023
| Thryv Holdings, Inc. | 45 | 2024 Proxy Statement |
Potential Payments Upon Termination or Change of Control - Fiscal Year 2023
| Name & Event | Cash Severance ($) | STI Awards ($)(3) | Benefits continuation ($)(4) | Accelerated Vesting of Stock Options(5) ($) | Vesting of RSUs(6) | Vesting of PSUs(7) | Outplacement ($)(8) | Total ($) | | John Wholey | | | | | | | | | | Resignation without Good Reason or Termination for Cause | — | — | — | — | — | — | — | — | | Resignation for Good Reason or Termination without Cause(2) | 1,083,750 | 353,281 | 1,163 | — | 212,534 | 394,721 | 7,250 | 2,052,699 | | Death | — | — | — | — | 212,534 | 394,721 | — | 607,255 | | Disability | — | — | — | — | 212,534 | 394,721 | — | 607,255 | | Resignation for Good Reason, Termination without Cause in connection with a Change in Control(2) | 1,445,000 | 353,281 | 1,163 | — | 646,479 | 1,200,609 | 7,250 | 3,653,782 |
Potential Payments Upon Termination or Change of Control - Fiscal Year 2023
| 1. | Pursuant to the Walsh Employment Agreement, in the event that Mr. Walsh’s employment is terminated by the Company without cause, by reason of Mr. Walsh’s resignation for good reason, by reason of Mr. Walsh’s death or disability, or as a result of the Company’s non-renewal of the employment term, Mr. Walsh is entitled to a lump sum cash severance amount equal to one times (1x) the sum of his annual base salary and target STI award. Mr. Walsh would also be entitled to a pro-rated STI award for the year in which his employment terminates (based on actual performance). In the event that Mr. Walsh’s employment is terminated by the Company without cause, by reason of his resignation for good reason, or as a result of the Company’s non-renewal of the employment term, in each case, within 6 months prior to and 12 months following a change in control, his lump sum cash severance amount would be increased to two times (2x) the sum of his annual base salary and target STI award. |
Potential Payments Upon Termination or Change of Control - Fiscal Year 2023
| 2. | Pursuant to the EVP Severance Plan, in the event that Messrs. Rouse’s, Henry’s, McCusker’s or Wholey’s employment is terminated by the Company without cause or by reason of their resignation for good reason, they would be entitled to a cash severance amount equal to (i) 78 weeks’ of base pay, payable in equal installments on the Company’s regular payroll schedule over the 78 weeks, and (ii) one and one-half (1.5) times their target STI award payable in equal installments on the Company’s regular payroll over a period of 78 weeks. They would also be entitled to a pro-rated STI award for the year in which their employment terminates (based on actual performance). In the event that Messrs. Rouse’s, Henry’s, McCusker’s or Wholey’s employment is terminated by the Company without cause or by reason of their resignation for good reason, in each case, within 2 years following a change in control, their cash severance amount would be increased to (i) 104 weeks’ of base pay, payable in equal installments on the Company’s regular payroll schedule over 104 weeks, and (ii) two (2) times their target STI award payable in equal installments on the Company’s regular payroll period over a period of 104 weeks. |
Potential Payments Upon Termination or Change of Control - Fiscal Year 2023
| 3. | Amounts reported in this column were calculated on the basis of short-term cash incentive awards paid under our STI for 2023 performance, which were approved on February 14, 2024 and paid on February 23, 2024. |
Potential Payments Upon Termination or Change of Control - Fiscal Year 2023
| 4. | For Messrs. Rouse, Henry, McCusker, and Wholey, represents continuation of Company-paid life insurance coverage for up to 18 months in the event that their employment is terminated by the Company without cause or by reason of their resignation for good reason, pursuant to the terms of the EVP Severance Program. |
Potential Payments Upon Termination or Change of Control - Fiscal Year 2023
| 5. | Pursuant to the term of Mr. Walsh’s stock option grants, in the event that Mr. Walsh’s employment is terminated by the Company without cause, or Mr. Walsh resigns for good reason, in either case within six months prior to or 12 months following a “change in control”, all outstanding unvested stock options held by Mr. Walsh will immediately vest and become exercisable as of the date of such termination (or change in control, if later). |
Potential Payments Upon Termination or Change of Control - Fiscal Year 2023
| 6. | For Messrs. Walsh, Rouse, Henry, McCusker and Wholey, represents a prorated portion of the unvested RSUs that otherwise would have vested on or before the next anniversary of the Grant Date that will become immediately vested. The prorated number of shares is determined by taking the number of days elapsed from the Grant Date through the date of termination divided by 365. Upon termination without cause or resignation for a good reason in connection with a change in control, all unvested RSUs will vest immediately. |
Potential Payments Upon Termination or Change of Control - Fiscal Year 2023
| 7. | For Messrs. Walsh, Rouse, Henry, McCusker and Wholey, represents a prorated portion of the unvested PSUs remaining in force and eligible to vest at the end of the Performance period based on the achievement against goal(s). The prorated number of shares is determined by taking the number of days elapsed from the first day of the applicable performance period through the date of termination divided by 365. The amounts represent the number of shares at target. In the event of a change in control together with termination without cause or resignation for good reason, the unvested PSUs will immediately vest at target. |
Potential Payments Upon Termination or Change of Control - Fiscal Year 2023
| 8. | For Messrs. Rouse, Henry, McCusker and Wholey, represents 12 months of Company-paid outplacement benefits in the event their employment is terminated by the Company without cause or by reason of their resignation for good reason pursuant to the terms of the EVP Severance Program. |
2023 Pay Ratio Disclosure
2023 Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of SEC Regulation S-K, we are providing the following information relating to the ratio of the median of the annual total compensation of all of our employees (other than our Chief Executive Officer) and the annual total compensation of our Chief Executive Officer, Joseph Walsh. For fiscal year 2023, the median of the annual total compensation of all our employees (other than our CEO) was $162,533; and the annual total compensation of our Chief Executive Officer, Mr. Walsh, as reported in the Summary Compensation Table above was $5,811,127. Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees was 36 to 1.
2023 Pay Ratio Disclosure
| Thryv Holdings, Inc. | 48 | 2024 Proxy Statement |
2023 Pay Ratio Disclosure
To identify our median employee, we took the following steps:
2023 Pay Ratio Disclosure
| • | We selected December 31, 2023, the last day of our 2023 fiscal year, as the determination date for purposes of identifying our median employee. |
2023 Pay Ratio Disclosure
| • | We selected our median employee based on 2,942 full-time and part-time U.S., Dominican Republic and Australian employees who were actively employed as of the determination date. |
2023 Pay Ratio Disclosure
| • | We identified our median employee using 2023 gross payroll earnings, excluding our CEO. Such compensation was annualized for employees who did not work the entire fiscal year. All employees, except for our CEO, were ranked from lowest to highest with the median employee determined from this list. |
2023 Pay Ratio Disclosure
| • | We excluded approximately 78 employees of Yellow New Zealand, which was acquired by Thryv on April 1, 2023 based on the acquisition exception under the SEC rules, and approximately 24 employees from Thryv Canada Ltd., which began operating in 2023 under the de minimus exception. Of the Company’s 3,044 employees, 2,035 are US employees and 1,009 are non-US employees. |
2023 Pay Ratio Disclosure
Once we identified our median employee, we determined their total annual compensation for 2023 in the same manner that we calculated the total annual compensation of our CEO. The median employee’s total annual compensation was then compared to the total annual compensation of our CEO in 2023 to determine the pay ratio. Because SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.
2023 Pay Ratio Disclosure
| Thryv Holdings, Inc. | 49 | 2024 Proxy Statement |
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following information about the relationship of executive compensation actually paid and certain financial performance of the Company. The following table shows the total compensation for our NEOs for the past four fiscal years as set forth in the Summary Compensation Table, the “Compensation Actually Paid” to our CEO (also referred to as the principal executive officer (“PEO”)) and, on an average basis, our non-PEO NEOs, our Total Shareholder Return (“TSR”), the TSR of the Nasdaq Computer Index (“Peer Group TSR”), our net income, and our company-selected measure for 2023, SaaS Net Revenue. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO1,2,3, ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income ($ Thousands) | SaaS Revenue(5) ($ Thousands) | | | | | | | TSR ($) | Peer Group TSR ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 5,809,005 | 5,868,820 | 2,907,115 | 2,741,138 | 145.36 | 132.38 | (178,908) | 263,717 | | 2022 | 6,551,181 | (7,012,128) | 3,124,345 | 1,023,686 | 135.71 | 115.02 | 54,348 | 216,346 | | 2021 | 3,268,711 | 28,174,803 | 1,081,725 | 3,917,477 | 293.79 | 146.64 | 101,577 | 171,052 | | 2020 | 4,080,411 | 9,014,189 | 1,248,390 | 888,951 | 96.43 | 128.97 | 149,221 | 129,824 |
Pay Versus Performance Disclosure
| 1. | Joseph A. Walsh was our PEO for each year presented. The individuals comprising the non-PEO NEOs for each year presented are listed below. |
Pay Versus Performance Disclosure
| 2020 | 2021 | 2022 | 2023 | | Paul D. Rouse | Paul D. Rouse | Paul D. Rouse | Paul D. Rouse | | Gordon Henry | Gordon Henry | Gordon Henry | Gordon Henry | | James McCusker | James McCusker | James McCusker | James McCusker | | John Wholey | John Wholey | John Wholey | John Wholey | | Debra A. Ryan | | | |
Pay Versus Performance Disclosure
| 2. | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments required under Item 402(v). (For 2023, the adjustments are described in footnote 3 below.) |
Pay Versus Performance Disclosure
| 3. | For the 2023, amounts in this column represent the Compensation Actually Paid to the PEO and, on an average basis, the non-PEO NEOs, based on their total compensation reported in the Summary Compensation Table for that fiscal year and adjusted as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. |
Pay Versus Performance Disclosure
| Year | Reported Summary Compensation Table Total for the PEO ($) | Subtract Reported Value of Stock Awards and Option Awards for the PEO ($) | Add/Subtract Equity Award Adjustments(a) for the PEO ($) | Compensation Actually Paid to the PEO ($) | | 2023 | 5,809,005 | (3,000,000) | 3,059,815 | 5,868,820 |
Pay Versus Performance Disclosure
| Thryv Holdings, Inc. | 50 | 2024 Proxy Statement |
Pay Versus Performance Disclosure
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Subtract Average Reported Value of Stock Awards and Option Awards for Non-PEO NEOs ($) | Add/Subtract Equity Award Adjustment for Non-PEO NEOs(a) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 2,907,115 | (1,937,500) | 1,771,523 | 2,741,138 |
Pay Versus Performance Disclosure
| (a) The equity award adjustments include the addition (or subtraction, as applicable) of the following: |
Pay Versus Performance Disclosure
| (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year |
Pay Versus Performance Disclosure
| (ii) the amount of change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year |
Pay Versus Performance Disclosure
| (iii) | for awards that are granted and vest in same applicable year, the fair value as of the vesting date |
Pay Versus Performance Disclosure
| (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year); |
Pay Versus Performance Disclosure
| (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and |
Pay Versus Performance Disclosure
| (vi) the value of any dividends or other earnings paid on awards prior to the vesting date that are not otherwise included in the total compensation for the applicable year. |
Pay Versus Performance Disclosure
The amounts deducted or added in calculating the equity award adjustments are as follows:
Pay Versus Performance Disclosure
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards During the Year prior to Vesting for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2023 | 3,150,181 | (406,102) | — | 315,739 | — | — | 3,059,815 |
Pay Versus Performance Disclosure
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non- PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Value of Dividends or Other Earnings Paid on Equity Awards During the Year prior to Vesting for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 2,034,483 | (274,277) | — | 11,316 | — | — | 1,771,523 |
Pay Versus Performance Disclosure
| 4. | The Peer Group TSR set forth in this table utilizes the Russell 2000 Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting October 1, 2020, the date our common stock commenced trading on Nasdaq after our direct listing, through the end of the listed year in the Company and in the Russell 2000 Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. For 2023, we removed the Nasdaq Computer Index from our10-K Performance Graph and added the Russell 2000 Index, as we were added to the Russell 2000 Index. The peer group TSR performance for the peer group disclosed in our 2023 Proxy filing, the Nasdaq Computer Index, would have been, for the years ending 12/31/2020, 12/31/2021, 12/31/2022, and 12/31/2023, respectively: $112.08, $154.51, $99.23, and $165.14. |
Pay Versus Performance Disclosure
| 5. | We determined SaaS Net Revenue to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. More information on SaaS Net Revenue can be found at the “Short-Term Incentive Plan - Cash Incentive” section of the CD&A. This performance measure may not have been the most important financial performance measure for prior years, and we may determine a different financial performance measure to be the most important financial performance measure in future years. |
Pay Versus Performance Disclosure
| Thryv Holdings, Inc. | 51 | 2024 Proxy Statement |
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid, TSR, and Peer Group TSR
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid, TSR, and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR and the Peer Group’s cumulative TSR from October 1, 2020, the date our common stock commenced trading on Nasdaq after our direct listing, through the end of the four most recently completed fiscal years.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid, TSR, and Peer Group TSR
| Thryv Holdings, Inc. | 52 | 2024 Proxy Statement |
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently completed fiscal years.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and SaaS Net Revenue
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and SaaS Net Revenue The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our SaaS Net Revenue during the four most recently completed fiscal years.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and SaaS Net Revenue
| Thryv Holdings, Inc. | 53 | 2024 Proxy Statement |