DEF 14A of EverCommerce Inc.
Filed Apr 28, 2026 · FY20250001140361-26-017429
PROPOSAL 1: Election of Directors
PROPOSAL 1: Election of Directors At the Annual Meeting, three (3) Class II Directors are to be elected to hold office until the Annual Meeting of Stockholders to be held in 2029 and until each such director’s successor is elected and qualified or until each such director’s earlier death, resignation or removal. Our Board is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successor to each director whose term then expires will be elected to serve from the time of election and qualification until the third annual meeting of stockholders following election or such director’s death, resignation or removal, whichever is earliest to occur. The current class structure is as follows: Class I, whose term will expire at the 2028 Annual Meeting of Stockholders; Class II, whose term currently expires at the Annual Meeting and whose subsequent term will expire at the 2029 Annual Meeting of Stockholders; and Class III, whose term will expire at the 2027 Annual Meeting of Stockholders. The current Class I Directors are Penny Baldwin-Leonard and Eric Remer; the current Class II Directors are Amy Guggenheim Shenkan, John Rudella, and Mark Hastings; and the current Class III Directors are Tanner Austin, Joseph Osnoss and Richard A. Simonson. In connection with the initial public offering (“IPO”) of our common stock in July 2021, we entered into a stockholders agreement with Eric Remer, our founder and Chief Executive Officer (the “Management Stockholders Agreement”) as well as a stockholders agreement with entities affiliated with PSG Equity L.L.C. and SLA CM Eclipse Holdings, L.P. (“Silver Lake”) (the “Sponsor Stockholders Agreement”). The Management Stockholders Agreement requires us to, among other things, nominate Eric Remer for election as a director at any meeting of our stockholders (adjusted as appropriate to take into account our classified Board structure), for so long as Mr. Remer serves as our Chief Executive Officer or, if Mr. Remer is no longer serving as our Chief Executive Officer, until the earlier of (i) the termination of Mr. Remer’s employment by us or any of our subsidiaries for cause, (ii) the date on which Mr. Remer beneficially owns less than 2% of the shares of common stock then outstanding or (iii) the date on which Mr. Remer beneficially owns less than 50% of the number of shares of common stock beneficially owned by Mr. Remer immediately following our IPO. The Sponsor Stockholders Agreement requires us to, among other things, nominate a number of individuals for election as our directors at any meeting of our stockholders, designated by PSG (each such individual a “PSG Designee”) and Silver Lake (each such individual a “Silver Lake Designee”), such that, upon the election of such individual and each other individual nominated by or at the direction of our Board or a duly-authorized committee of the Board, as a director of our company, the number of: (A) PSG Designees serving as directors will be equal to (i) two (2) directors, if certain affiliates of PSG continue to beneficially own at least 15% of the aggregate number of shares of common stock outstanding immediately following our IPO, or (ii) one (1) director, if certain affiliates of PSG continue to beneficially own less than 15% but more than 5% of the aggregate number of shares of common stock outstanding immediately following our IPO; and (B) Silver Lake Designees serving as directors will be equal to (i) two (2) directors, if certain affiliates of Silver Lake continue to beneficially own at least 15% of the aggregate number of shares of common stock outstanding immediately following our IPO, or (ii) one (1) director, if certain affiliates of Silver Lake continue to beneficially own less than 15% but more than 5% of the aggregate number of shares of common stock outstanding immediately following our IPO. Each of PSG and Silver Lake have agreed to vote, or cause to vote, all of their outstanding shares of our common stock at any annual or special meeting of stockholders in which directors are elected, so as to cause the election of the PSG Designees and Silver Lake Designees. The current PSG Designees are Mark Hastings and Tanner Austin. The current Silver Lake Designees are John Rudella and Joseph Osnoss. For more information, see “Corporate Governance-Stockholders Agreements”. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of common stock represented by the proxy for the election as Class II Directors the persons whose names and biographies appear below. All of the persons whose names and biographies appear below are currently serving as our directors. Amy Guggenheim Shenkan has not previously been elected by stockholders and was initially recommended to serve on the Board by Silver Lake. In the event any of the nominees should become unable to serve or for good cause will not serve as a director, it is intended that votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size. The Board has no reason to believe that the nominees named below will be unable to serve if elected. Each of the nominees has consented to being named in this proxy statement and to serve if elected.
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING) The current members of the Board who are Class III Directors are as follows:
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)
| Name | Age | Served as a Director Since | Positions with EverCommerce | | Tanner Austin | 35 | 2025 | Director | | Joseph Osnoss | 48 | 2019 | Director | | Richard A. Simonson | 67 | 2021 | Director |
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)
The principal occupations and business experience, for at least the past five years, of each Class III Director is as follows:
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)
| TANNER AUSTIN | Age 35 |
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)
Tanner Austin has served as a member of our Board since February 2025. Mr. Austin is a Principal of PSG, a private equity firm, and has held this role since January 2025 after joining PSG in 2017. Mr. Austin has held various roles at PSG, serving as a Senior Vice President from 2022 to 2024, Senior Associate from 2019 to 2021, and Associate from 2017 – 2019. Mr. Austin currently serves as a member of the boards of a number of private companies. Mr. Austin received his B.A. in Economics from Kenyon College. We believe Mr. Austin is qualified to serve on our Board due to his private equity investing experience, including in the technology sector.
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)
| JOSEPH OSNOSS | Age 48 |
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)
Joseph Osnoss has served as a member of our Board since August 2019. Mr. Osnoss is a Managing Partner of Silver Lake, a private equity firm, which he joined in 2002. From 2010 to 2014, he was based in London, where he co-led the firm’s activities in EMEA. Prior to joining Silver Lake, Mr. Osnoss worked in investment banking at Goldman, Sachs & Co. Mr. Osnoss is currently a member of the boards of directors of Carta, Cegid, First Advantage Corporation, where he is Chairman of the board of directors and serves on the nominating and corporate governance committee, Global Payments, Inc., where he serves on the compensation and technology committees, LightBox, Relativity, where he is Chairman of the board of directors, Xplor Technologies and Zuora. He previously served as Chairman of the board of directors of Cast & Crew Entertainment Services, and as a board director of Cegid Group SA, Far Point Acquisition Corporation, Instinet Inc., Interactive Data Corporation and Mercury Payment Systems. Additionally, Mr. Osnoss served on the board of directors of Cornerstone OnDemand, Inc. from December 2017 to October 2021, where he was a member of the nominating and corporate governance committee and business operations committee at times during his tenure. Mr. Osnoss served on the board of directors of Global Blue Group Holding AG, from December 2019 to July 2025, where he served on the nomination and compensation committee. Mr. Osnoss also was a board director of Sabre Corporation from March 2007 to April 2021 and served on its audit, compensation, executive, governance and nominating and technology committees during various periods of his directorship. Finally, Mr. Osnoss served on the board of directors of Virtu Financial Inc. or associated entities from July 2011 to April 2016, serving as an audit committee member from April 2015 to April 2016. Mr. Osnoss received his A.B. in Applied Mathematics and a citation in French Language from Harvard College. He has remained involved in academics, including as a Visiting Professor in Practice at the London School of Economics; a participant in The Polsky Center Private Equity Council at the University of Chicago; an advisory board member at Stanford University’s Research Initiative on Long-Term Investing; and a Trustee of the Brunswick School. We believe Mr. Osnoss is qualified to serve on our Board due to his extensive experience in private equity investing, domestic and international experience, and service on the boards of directors of other companies.
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)
| RICHARD A. SIMONSON | Age 67 |
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)
Richard A. Simonson has served as a member of our Board since March 2021, and is our lead independent director and Chair of the Audit Committee. Mr. Simonson is the Managing Partner of Specie Mesa L.L.C., where he acts as advisor, investor and independent board member to select PE and VC backed private technology companies, a position he has held since July 2018. Prior to that, he served as Executive Vice President and Chief Financial Officer of Sabre Corporation, a travel technology company, from March 2013 to July 2018, helping to take it public in 2014. Mr. Simonson is currently a member of the board of directors of Electronic Arts Inc., where he is a member of the Audit Committee, and formerly served as the Lead Director and Chair of Nominating and Corporate Governance Committee from 2009 to 2014 and as Chair of the Audit Committee. Since June 2020, Mr. Simonson has served as a member of the board of directors of Couchbase, a modern cloud database for enterprise applications, where he is lead independent director and Chair of the Audit Committee and helped take it public in 2021 and take it private in 2025. He has served as a member of the board of directors of Cast & Crew, a private company providing a broad suite of entertainment industry software, since September 2018. From 2009 to 2018, he served on the board of directors of Silver Spring Networks, Inc., which he helped take public in 2013. Mr. Simonson received his M.B.A. in Finance from the Wharton School of Management at the University of Pennsylvania, and his B.S. in Mining Engineering from the Colorado School of Mines. We believe Mr. Simonson is qualified to serve on our Board due to his extensive operational experience as an executive at a number of technology companies and his service on the boards of other technology companies. CONTINUING MEMBERS OF THE BOARD OF DIRECTORS:
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2028 ANNUAL MEETING)
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2028 ANNUAL MEETING) The current members of the Board who are Class I Directors are as follows:
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2028 ANNUAL MEETING)
| Name | Age | Served as a Director Since | Positions with EverCommerce | | Penny Baldwin-Leonard | 68 | 2021 | Director | | Eric Remer | 54 | 2016 | Chief Executive Officer and Chairman of the Board of Directors |
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2028 ANNUAL MEETING)
The principal occupations and business experience, for at least the past five years, of each Class I Director is as follows:
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2028 ANNUAL MEETING)
| PENNY BALDWIN-LEONARD | Age 68 |
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2028 ANNUAL MEETING)
Penny Baldwin-Leonard has served as a member of our Board since March 2021. Ms. Baldwin-Leonard was the Senior Vice President and Chief Marketing Officer of Qualcomm Incorporated, a technology company, from October 2017 to January 2022. She was responsible for overseeing global marketing efforts across all business channels and disciplines. Prior to this, from October 2014 to July 2017, Ms. Baldwin-Leonard served as Vice President and General Manager of Global Brand Management at Intel Corporation, where she was responsible for developing and managing the company’s global brand strategy and reputation. She also oversaw global partner marketing, sports marketing and new technology marketing. From 2012 to 2015, Ms. Baldwin-Leonard served as Executive Vice President and Chief Marketing Officer at McAfee Corp., and from 2009 to 2012, she served as Senior Vice President of Global Brand Strategy and Consumer Marketing at Yahoo! Inc. We believe Ms. Baldwin-Leonard is qualified to serve on our Board because of her extensive experience as part of the executive leadership teams of leading technology corporations.
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2028 ANNUAL MEETING)
| ERIC REMER | Age 54 |
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2028 ANNUAL MEETING)
Eric Remer founded and has served as our Chief Executive Officer and as a member of our Board since October 2016 and previously co-founded and served as Chief Executive Officer and as a member of the board of directors of PaySimple, which is now part of the EverCommerce platform, from 2006 to October 2016. Mr. Remer also serves as the Chairman of our Board. Mr. Remer previously founded and served as Chief Executive Officer of Conclave Group LLC, a direct marketing services company, from 2002 to 2005. Mr. Remer also previously co-founded I-Behavior LLC, a behavioral targeting and database marketing organization, from 1998 to 2002. Mr. Remer received his B.A. in History from the University of Michigan. We believe Mr. Remer is qualified to serve on our Board, including as the Chairman of our Board, because of the historical knowledge, operational expertise, leadership and continuity that he brings to our Board as a founder of both EverCommerce and PaySimple and as our Chief Executive Officer.
COMPENSATION COMMITTEE
| • | making recommendations to our Board regarding the compensation of our directors; |
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table sets forth information concerning the compensation of our named executive officers for the years ended December 31, 2025, and December 31, 2024.
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($)(1) | Bonus | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Eric Remer, Chief Executive Officer | 2025 | 650,000 | — | 5,524,999 | — | 614,250 | — | 6,789,249 | | | 2024 | 650,000 | — | 4,875,002 | — | 599,625 | — | 6,124,627 | | Matt Feierstein, President | 2025 | 425,000 | — | 2,337,496 | — | 401,625 | 12,423 | 3,176,544 | | | 2024 | 425,000 | — | 2,337,496 | — | 348,500 | — | 3,110,996 | | Ryan Siurek, Chief Financial Officer | 2025 | 409,041 | — | 1,400,001 | — | 171,780 | 14,000 | 1,994,822 | | | 2024 | 385,320 | — | 975,002 | — | 164,000 | 13,800 | 1,538,122 |
SUMMARY COMPENSATION TABLE
| (1) Amounts reflect the base salaries earned by each named executive officer in respect of the applicable fiscal year. |
SUMMARY COMPENSATION TABLE
| (2) Amounts reflect the full grant-date fair value of restricted stock units to purchase shares of our common stock granted during 2024 and 2025, as applicable, computed in accordance with ASC Topic 718, disregarding the effects of estimated forfeitures, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of option awards and restricted stock unit awards made to executive officers in 2025 in Note 12 in the notes to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. |
SUMMARY COMPENSATION TABLE
| (3) The amounts in this column represent annual incentive cash awards earned by each named executive officer for each fiscal year pursuant to performance-based cash bonus programs. See “Narrative Disclosure to Summary Compensation Table -2025 Bonuses” for further information on the performance bonuses. |
SUMMARY COMPENSATION TABLE
| (4) Amount reflects, for Messrs. Feierstein and Siurek a $12,423 and $14,000 401(k) matching contribution, respectively, made by the Company to their accounts. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table presents information regarding outstanding equity awards held by our named executive officers as of December 31, 2025.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | | | Option Awards | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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 ($)(4) | | Eric Remer | | | | | 910,270(1) | 11,023,370 | | | 5,747,164 | — | $9.1356 | 1/9/2030(2) | | | | | 143,382 | — | $17.0000 | 7/1/2031(1) | | | | | 186,487 | — | $17.0000 | 9/20/2031(1) | | | | | 392,753 | 26,184 | $11.9700 | 3/1/2032(1) | | | | Matt Feierstein | | | | | 410,139(1) | 4,966,783 | | | 1,436,791 | — | $9.1356 | 1/9/2030(2) | | | | | 68,750 | — | $17.0000 | 7/1/2031(1) | | | | | 89,418 | — | $17.0000 | 9/20/2031(1) | | | | | 188,320 | 12,555 | $11.9700 | 3/1/2032(1) | | | | Ryan Siurek | | | | | 192,380(1) | 2,329,722 | | | — | — | — | — | | |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (1) Each such restricted stock unit and option award granted in 2021 and 2022 vests as to 25% of such award on the first anniversary of the grant date and in ratable quarterly installments, and each such restricted stock unit granted in 2023, 2024 and 2025 will vest in ratable quarterly installments from the grant date, such that in all such grants 100% of the award is vested on the fourth anniversary of the grant date, subject to the executive’s continued service through the applicable vesting dates, provided that, for our named executive officers, each such option and restricted stock unit award will become fully vested if the individual’s employment is terminated without Cause during the 12-month period following a change in control (as defined in the 2021 Plan). |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (2) Twenty-five percent (25%) of these options vested on the first anniversary of the grant date (and such options vested on January 10, 2021) and the balance of such options vested in thirty-six (36) equal monthly installments which began one month after the first anniversary of the grant date, subject to the NEO’s continued service with us through the applicable vesting dates. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (3) The restricted stock unit award granted in 2023 and 2024 vests as to 25% of such award on the first anniversary of the grant date and in ratable quarterly installments, and each such restricted stock unit granted in 2025 will vest in ratable quarterly installments from the grant date, such that in all such grants 100% of the award is vested on the fourth anniversary of the grant date, subject to the executive’s continued service through the applicable vesting dates, provided that, for our named executive officer, each such restricted stock unit award will become fully vested if the individual’s employment is terminated without Cause during the 12-month period following a change in control (as defined in the 2021 Plan). |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (4) These amounts represent the value of unvested stock awards as of December 31, 2025, based on the closing price of our stock on that date of $12.11, and are not representative of the fair market value for accounting purposes, which was determined on the date of grant. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table contains information concerning the compensation of our non-employee directors for the year ended December 31, 2025.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Tanner Austin(3) | $0 | $0 | $0 | | Penny Baldwin-Leonard | $75,000 | $199,996 | $274,996 | | Mark Hastings | $0 | $0 | $0 | | John Marquis(4) | $0 | $0 | $0 | | Joseph Osnoss | $0 | $0 | $0 | | Amy G. Shenkan(5) | $46,774 | $499,991 | $546,765 | | Rick Simonson | $95,000 | $199,996 | $294,996 | | John Rudella | $0 | $0 | $0 | | Alexi Wellman(6) | $18,750 | $0 | $18,750 |
DIRECTOR COMPENSATION
| (1) Amounts reflect cash retainers paid pursuant to our non-employee director compensation policy. |
DIRECTOR COMPENSATION
| (2) Amounts reflect the full grant-date fair value of stock awards granted during fiscal 2025 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock awards and option awards made to our directors in 2025 in Note 12 in the notes to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. |
DIRECTOR COMPENSATION
| (3) Mr. Austin commenced service on our Board effective February 14, 2025. |
DIRECTOR COMPENSATION
| (4) Mr. Marquis resigned from our Board effective February 12, 2025. |
DIRECTOR COMPENSATION
| (5) Ms. Shenkan commenced service on our Board effective May 17, 2025. |
DIRECTOR COMPENSATION
| (6) Ms. Wellman resigned from our Board effective April 10, 2025. |
DIRECTOR COMPENSATION
The table below shows the aggregate numbers of unvested stock awards and option awards held as of December 31, 2025 by each non-employee director who was serving as of December 31, 2025.
DIRECTOR COMPENSATION
| Name | Unvested Restricted Stock Units Outstanding at Fiscal Year End | Stock Options Outstanding at Fiscal Year End (Exercisable) | Stock Options Outstanding at Fiscal Year End (Unexercisable) | | Tanner Austin | 0 | 0 | 0 | | Penny Baldwin-Leonard | 20,942 | 60,000 | 0 | | Mark Hastings | 0 | 0 | 0 | | John Marquis | 0 | 0 | 0 | | Joseph Osnoss | 0 | 0 | 0 | | Amy G. Shenkan | 48,899 | 0 | 0 | | Rick Simonson | 20,942 | 70,000 | 0 | | John Rudella | 0 | 0 | 0 | | Alexi Wellman | 0 | 0 | 0 |
Non-employee director compensation policy
Non-employee director compensation policy In connection with our initial public offering, we adopted a non-employee director compensation policy applicable to each of our non-employee directors, which was further amended and restated by our board of directors effective through May 17, 2025. Pursuant to this non-employee director compensation policy, each eligible non-employee director will receive a mixture of annual retainer fees and long-term equity awards. Pursuant to this amended and restated policy, each eligible non-employee director will receive an annual cash retainer of $55,000 that will be paid quarterly in arrears. The lead independent director of our Board will receive an additional annual cash retainer of $15,000, the chairperson of the audit committee will receive an additional annual cash retainer of $25,000 and each other member of the audit committee will receive an additional annual cash retainer of $20,000, the chairperson of the compensation committee will receive an additional annual cash retainer of $20,000 and each other member of the compensation committee will receive an additional annual cash retainer of $15,000, and the chairperson of the nominating and governance committee will receive an additional annual cash retainer of $20,000 and each other member of the nominating and governance committee will receive an additional annual cash retainer of $10,000. Also, pursuant to this amended and restated policy, we grant all eligible non-employee directors an annual equity award of restricted stock units that has a grant date value of $200,000, which will generally vest in full on the earlier of the day before the next annual meeting or the first anniversary of the date of grant, in each case subject to the director’s continued service on the Board. In addition, a non-employee director who is initially elected or appointed to the Board will receive an initial equity award of restricted stock units with a grant date value of $300,000, which will vest in full on the first anniversary of the date of grant, subject to the director’s continued service on the Board. In the event of a change of control (as defined in the 2021 Plan), all outstanding equity awards held by our non-employee directors pursuant to this policy will accelerate and vest in full.