Companies Pros Holdings, Inc.
Pros (PRO): executive pay, fiscal 2024
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CEO pay, last three years
- $6,702,001FY2022
- $7,554,450FY2023
- $9,058,301FY2024
CEO total pay was $9,058,301 in fiscal 2024, up from $7,554,450 in fiscal 2023.
FY2024: salary $540,000 · bonus $0 · stock awards $8,108,937 · option awards $0
Executives and directors
Frequently asked questions
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Andres Reiner | $540,000 | $0 | $8,108,937 | $0 | $392,040 | $0 | $17,324 | $9,058,301 |
| President and Chief Executive Officer | ||||||||
| Todd McNabb | 315,341 | 0 | 6,411,943 | 0 | 209,361 | 0 | 11,500 | 6,948,145 |
| Chief Revenue Officer | ||||||||
| Stefan Schulz | 422,000 | 0 | 4,267,844 | 0 | 222,816 | 0 | 12,900 | 4,925,560 |
| Executive Vice President and Chief Financial Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
Three-year trend — total compensation per named executive
| Named executive officer | FY2024 total | FY2023 total | FY2022 total | Δ FY2023→2024 |
|---|---|---|---|---|
| Andres Reiner | $9,058,301 | $7,554,450 | $6,702,001 | ↑ +1,503,851 |
| Todd McNabb | 6,948,145 | — | — | — |
| Stefan Schulz | 4,925,560 | 4,142,805 | 3,186,104 | ↑ +782,755 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Incentive-plan design — the Compensation Discussion & Analysis
PROS's executive compensation program is designed to align executive compensation with Company performance and stockholder interests, attract and retain high-caliber talent, and promote a performance culture that encourages achieving and exceeding corporate goals and objectives. The program emphasizes pay-for-performance through equity and cash incentive awards contingent on pre-established business and stock performance goals, with no discretion in payouts.
| CEO STI target (% of salary) | 110% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | FW Cook |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
Equity grants and outstanding awards
Grants of plan-based awards — fiscal year 2024
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Todd McNabb | RSU | 2024-04-18 | — | — | 79,151 | — | $2,649,975 |
| Stefan Schulz | RSU | 2024-01-12 | — | — | 68,220 | — | 2,399,980 |
| Todd McNabb | RSU | 2024-10-16 | — | — | 105,429 | — | 1,999,988 |
| Andres Reiner | RSU | 2024-01-12 | — | — | 129,619 | — | 4,559,996 |
| Andres Reiner | PSU | 2024-01-12 | — | 86,412 | — | 172,824 | 3,548,941 |
| Stefan Schulz | PSU | 2024-01-12 | — | 45,480 | — | 90,960 | 1,867,864 |
| Todd McNabb | PSU | 2024-04-18 | — | 47,789 | — | 95,578 | 1,761,980 |
Vehicle mix — grant-date fair value by award type
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Todd McNabb | $4,649,963 | $1,761,980 | $0 | 27.5% |
| Stefan Schulz | 2,399,980 | 1,867,864 | 0 | 43.8% |
| Andres Reiner | 4,559,996 | 3,548,941 | 0 | 43.8% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
Outstanding equity awards at fiscal year-end 2024
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Todd McNabb | PSU | 7,467 | — | $163,975 |
| Stefan Schulz | PSU | 9,315 | — | 204,557 |
| Stefan Schulz | PSU | 14,580 | — | 320,177 |
| Andres Reiner | PSU | 14,619 | — | 321,033 |
| Andres Reiner | PSU | 26,730 | — | 586,991 |
| Stefan Schulz | PSU | 41,669 | — | 915,051 |
| Stefan Schulz | PSU | 45,480 | — | 998,741 |
| Todd McNabb | PSU | 47,789 | — | 1,049,446 |
| Stefan Schulz | PSU | 49,382 | — | 1,084,429 |
| Stefan Schulz | PSU | 68,220 | — | 1,498,111 |
| Todd McNabb | PSU | 71,684 | — | 1,574,181 |
| Andres Reiner | PSU | 78,473 | — | 1,723,267 |
| Andres Reiner | PSU | 86,412 | — | 1,897,608 |
| Andres Reiner | PSU | 93,004 | — | 2,042,368 |
| Todd McNabb | PSU | 105,429 | — | 2,315,221 |
| Andres Reiner | PSU | 129,619 | — | 2,846,433 |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| William RussellIndependent · Board Chair · Compensation and Leadership Development · Nominating and Corporate Governance (Chair) · NCG (Chair) | $120,000 | $189,998 | $0 | — | $0 | $309,998 |
| Catherine LesjakIndependent | 72,500 | 189,998 | 0 | — | 0 | 262,498 |
| Greg B. PetersenIndependent · Audit · Compensation and Leadership Development (Chair) · CLD (Chair) | 70,000 | 189,998 | 0 | — | 0 | 259,998 |
| Timothy V. WilliamsIndependent · Audit · Nominating and Corporate Governance | 57,500 | 189,998 | 0 | — | 0 | 247,498 |
| Leland JourdanIndependent · Compensation and Leadership Development | 50,000 | 189,998 | 0 | — | 0 | 239,998 |
| Raja HammoudIndependent · Audit | 50,000 | 189,998 | 0 | — | 0 | 239,998 |
| Michelle Hughes BenferIndependent · Departed during FY · Partial-year service | 33,450 | 189,998 | 0 | — | 0 | 223,448 |
| Carlos DominguezIndependent · Departed during FY | 26,625 | 189,998 | 0 | — | 0 | 216,623 |
| Jennifer BiryIndependent · Audit · Partial-year service · Newly elected | 12,163 | 136,367 | 0 | — | 0 | 148,530 |
| John StrosahlIndependent · Partial-year service · Newly elected | 2,888 | 85,869 | 0 | — | 0 | 88,757 |
| Cynthia M. JohnsonIndependent · Departed during FY · Partial-year service | 13,173 | 0 | 0 | — | 0 | 13,173 |
| Katie MayIndependent · Partial-year service · Newly elected | 0 | 0 | 0 | — | 0 | 0 |
| Andres D. ReinerEmployee director | 0 | 0 | 0 | — | 0 | 0 |
Board fee structure and ownership guideline
| Annual cash retainer | $35,000 |
|---|---|
| Annual equity retainer | $190,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 30,000 / 20,000 / 10,000 |
| Stock ownership guideline | 5x annual cash retainer |
Total cost of the board
| Component | FY2024 |
|---|---|
| Cash retainers and fees | $508,299 |
| Equity awards (grant-date value) | $1,742,220 |
| All other compensation | $0 |
| Total cost of the board | $2,250,519 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names Pros as a peer
Companies that benchmark against PRO
23 companies name PRO as a compensation peer
The list of companies that name PRO as a peer is temporarily unavailable — recheck shortly.
Disclosed peer group — fiscal year 2024
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Peer reciprocity
Of the companies Pros Holdings, Inc. names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer’s own current proxy has been read — each mark is cited in the register to that peer’s filing. A dash means the peer’s current proxy was read and names no reciprocal group including Pros Holdings, Inc..
Chief executive pay against the peer group
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Pros Holdings, Inc. | 2024 | Andres Reiner | $540,000 | $8,108,937 | $0 | $392,040 | $9,058,301 |
| — | 8x8, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | BlackLine, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | PagerDuty, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Sprout Social, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Workiva Inc. | — | — | — | — | — | — | not in coverage universe |
| — | E2open Parent Holdings, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | JFrog Ltd. | — | — | — | — | — | — | not in coverage universe |
| — | Everbridge, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Model N, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Sumo Logic, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Domo, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | OneSpan Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Q2 Holdings, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Rapid7, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | SPS Commerce, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Yext, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Zuora, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Couchbase, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | MeridianLink, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Phreesia, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | SolarWinds Corporation | — | — | — | — | — | — | not in coverage universe |
Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Incentive design against the same peers
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Pros Holdings, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| 8x8, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| BlackLine, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Couchbase, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Domo, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| E2open Parent Holdings, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Everbridge, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| JFrog Ltd. | not disclosed | not disclosed | not disclosed | not disclosed |
| MeridianLink, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Model N, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| OneSpan Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| PagerDuty, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Phreesia, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Q2 Holdings, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Rapid7, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| SolarWinds Corporation | not disclosed | not disclosed | not disclosed | not disclosed |
| Sprout Social, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| SPS Commerce, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Sumo Logic, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Workiva Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Yext, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Zuora, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
Read from each company’s Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company’s filing does not state the item.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2025 | 2025-05-08 | 35,132,238 | 2,884,733 | 1,832,360 | 92.41% | Passed |
| 2024 | 2024-05-15 | 38,421,708 | 817,085 | 2,726,074 | 97.92% | Passed |
| 2023 | 2023-05-11 | 40,571,770 | 680,161 | 18,515 | 98.31% | Passed |
| 2022 | 2022-05-12 | 33,042,803 | 5,002,085 | 59,576 | 86.85% | Passed |
| 2021 | 2021-05-12 | 30,926,742 | 8,829,913 | 88,630 | 77.62% | Passed |
| 2020 | 2020-04-29 | 25,067,505 | 13,988,416 | 68,879 | 64.18% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.
Say-on-pay — history, company’s computation
| Meeting year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2025 | 2025-05-08 | 92.41%a |
| 2024 | 2024-05-15 | 97.92%b |
| 2023 | 2023-05-11 | 98.31%c |
a. Voting standard not stated in the filing.
b. Approved under the standard stated in the filing — “A properly executed proxy marked "ABSTAIN" with respect to this matter is considered entitled to vote, and thus will have the effect of a vote against this matter.”.
c. Approved under the standard stated in the filing — “If you hold your shares in your own name and abstain from voting on this matter, your abstention will have the same effect as a negative vote.”.
Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
CEO pay ratio
| Ratio (CEO : median employee) | 109 : 1 |
|---|---|
| CEO total compensation | $9,058,301 |
| Median employee compensation | $82,510 |
Insider trades since the proxy
Equity transactions since the proxy statement are temporarily unavailable — recheck shortly.
Sources (31 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Andres Reiner. DEF 14A, filed 2025-03-28. Section “Summary Compensation Table” · page 31. As printed: 9,058,301. View filing ↗
- Section 01, Todd McNabb. DEF 14A, filed 2025-03-28. Section “Summary Compensation Table”. As printed: 6,948,145. View filing ↗
- Section 01, Stefan Schulz. DEF 14A, filed 2025-03-28. Section “Summary Compensation Table”. As printed: 4,925,560. View filing ↗
- Section 03, Todd McNabb RSU. DEF 14A, filed 2025-03-28. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Stefan Schulz RSU. DEF 14A, filed 2025-03-28. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Todd McNabb RSU. DEF 14A, filed 2025-03-28. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Andres Reiner RSU. DEF 14A, filed 2025-03-28. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Andres Reiner PSU. DEF 14A, filed 2025-03-28. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Stefan Schulz PSU. DEF 14A, filed 2025-03-28. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Todd McNabb PSU. DEF 14A, filed 2025-03-28. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 07, pay ratio. DEF 14A, filed 2025-03-28. Section “CEO Pay Ratio”. As printed: 109 : 1. View filing ↗
- Section 08, William Russell. DEF 14A, filed 2025-03-28. Section “Director Compensation”. As printed: 309,998. View filing ↗
- Section 08, Catherine Lesjak. DEF 14A, filed 2025-03-28. Section “Director Compensation”. As printed: 262,498. View filing ↗
- Section 08, Greg B. Petersen. DEF 14A, filed 2025-03-28. Section “Director Compensation”. As printed: 259,998. View filing ↗
- Section 08, Timothy V. Williams. DEF 14A, filed 2025-03-28. Section “Director Compensation”. As printed: 247,498. View filing ↗
- Section 08, Leland Jourdan. DEF 14A, filed 2025-03-28. Section “Director Compensation”. As printed: 239,998. View filing ↗
- Section 08, Raja Hammoud. DEF 14A, filed 2025-03-28. Section “Director Compensation”. As printed: 239,998. View filing ↗
- Section 08, Michelle Hughes Benfer. DEF 14A, filed 2025-03-28. Section “Director Compensation”. As printed: 223,448. View filing ↗
- Section 08, Carlos Dominguez. DEF 14A, filed 2025-03-28. Section “Director Compensation”. As printed: 216,623. View filing ↗
- Section 08, Jennifer Biry. DEF 14A, filed 2025-03-28. Section “Director Compensation”. As printed: 148,530. View filing ↗
- Section 08, John Strosahl. DEF 14A, filed 2025-03-28. Section “Director Compensation”. As printed: 88,757. View filing ↗
- Section 08, Cynthia M. Johnson. DEF 14A, filed 2025-03-28. Section “Director Compensation”. As printed: 13,173. View filing ↗
- Section 08, Katie May. DEF 14A, filed 2025-03-28. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 08, Andres D. Reiner. DEF 14A, filed 2025-03-28. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 06, 2025 vote. Form 8-K, filed 2025-05-09. Item 5.07 · say-on-pay result. As reported: 92.41% (votes for as printed: 35,132,238). View filing ↗
- Section 06, 2024 vote. Form 8-K, filed 2024-05-17. Item 5.07 · say-on-pay result. As reported: 97.92% (votes for as printed: 38,421,708). View filing ↗
- Section 06, 2023 vote. Form 8-K, filed 2023-05-12. Item 5.07 · say-on-pay result. As reported: 98.31% (votes for as printed: 40,571,770). View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
- Section 09b board cost (computed). Computed. Cash 508,299 + equity 1,742,220 + all other 0 = 2,250,519, summed across the director compensation table rows.
- Pros Holdings, Inc. (subject), Section 10b CEO total. DEF 14A, filed 2025-03-28. CEO total compensation as printed in Pros Holdings, Inc.'s own proxy. As printed: 9,058,301. View filing ↗