Douglas Linebarger
About Douglas Linebarger
Douglas A. Linebarger, 54, is Alkami Technology’s Chief Legal Officer and Secretary; he has served in this role since March 2018 and previously served as Vice President, General Counsel and Secretary from April 2015 to March 2018 . He holds a B.B.A. in Business and a J.D. from Baylor University . Company performance in 2024 included GAAP revenue of $333.8 million (+26.1% YoY), Adjusted EBITDA of $26.9 million, cash from operations of $18.6 million, and GAAP net loss of $40.8 million, anchoring the firm’s pay-for-performance design and bonus outcomes . Since the IPO, cumulative TSR through year-end 2024 was $182.85 vs $117.37 for the S&P 1500 Application Software Index peer group, framing alignment between equity compensation and shareholder returns .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| One Network Enterprises (global supply chain software) | General Counsel & Secretary | 2013–2015 | Senior legal leadership for a global supply chain software company . |
| Credant Technologies (data protection software; acquired by Dell in Jan 2013) | General Counsel & Secretary | 2007–2013 | Senior legal leadership at a leading provider of data protection software solutions . |
| Jenkens & Gilchrist, P.C. | Associate, Corporate & Securities | N/A (earlier career) | Corporate and securities legal practice experience . |
External Roles
- No external public company directorships disclosed in the executive officers section of the 2025 proxy for Douglas Linebarger .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $385,000 | $400,400 |
| Target Annual Incentive (% of Base) | N/A | 50% |
| Target Annual Incentive ($) | N/A | $200,200 |
| Actual Annual Cash Incentive Paid ($) | N/A | $250,450 |
Notes:
- Alkami applied 4% merit increases to NEO base salaries for 2024 .
- 2024 target annual incentives were reviewed for competitiveness and set by job level; Linebarger’s target was 50% of base .
Performance Compensation
| 2024 SEBP Metric | Weighting | Threshold | Target | Maximum | Actual | Payout % |
|---|---|---|---|---|---|---|
| GAAP Revenue ($ millions) | 60% | $328 | $335 | $347 | $334 | 90.4% translates to 54.25% weighted payout |
| Adjusted EBITDA ($ millions) | 40% | $20 | $23 | $28 | $27 | 177.0% translates to 70.80% weighted payout |
| Weighted average payout for financial goals | — | — | — | — | — | 125.1% |
Linebarger’s 2024 SEBP result:
| Executive | 2024 Target ($) | Payout % of Target | Actual Paid ($) |
|---|---|---|---|
| Douglas A. Linebarger | $200,200 | 125.1% | $250,450 |
Design notes:
- 2024 annual RSU grants were 100% time-based, vesting quarterly over four years to balance retention and long-term alignment; no performance-vested equity was granted in 2024 .
- Adjusted EBITDA definition is disclosed and used alongside GAAP revenue as bonus metrics .
Equity Ownership & Alignment
Beneficial ownership as of March 17, 2025:
| Holder | Shares Beneficially Owned | Components | % of Outstanding |
|---|---|---|---|
| Douglas A. Linebarger | 63,193 | 58,968 common shares + 4,225 options currently exercisable | <1% (based on 103,000,820 shares outstanding) |
Outstanding equity awards (12/31/2024):
| Grant Date | Instrument | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Unvested RSUs (#) | Market Value of Unvested ($) |
|---|---|---|---|---|---|---|---|
| 2/5/2021 | Stock Options | 1,408 | 2,817 | 15.46 | 2/4/2031 | — | — |
| 2/16/2022 | RSUs | — | — | — | — | 22,727 | $833,626 (at $36.68) |
| 2/15/2023 | RSUs | — | — | — | — | 70,271 | $2,577,540 (at $36.68) |
| 2/21/2024 | RSUs | — | — | — | — | 51,668 | $1,895,182 (at $36.68) |
RSU vesting schedules:
- 2022 award vesting quarterly through March 1, 2026 .
- 2023 award vesting quarterly through March 1, 2027 .
- 2024 award vesting quarterly through March 1, 2028; RSUs vest at 1/16th quarterly over four years .
2024 equity grants to Linebarger:
| Grant Date | RSUs (#) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|
| 2/21/2024 | 63,590 | $1,588,478 | 1/16th quarterly over four years, service-based |
2024 exercises/vesting (liquidity events):
| Name | Options Exercised (#) | Value Realized on Exercise ($) | Shares Vested (#) | Value Realized on Vesting ($) |
|---|---|---|---|---|
| Douglas A. Linebarger | 249,975 | $6,220,640 | 67,989 | $2,116,073 |
Alignment, policy, and governance:
- Hedging, short sales, publicly traded options, margin purchases, and pledging of Alkami securities are prohibited for officers and directors, reducing misalignment risk .
- Clawback policy: incentive compensation paid in the three-year lookback must be recovered if a restatement occurs due to material non-compliance with financial reporting requirements .
- Equity plan capacity and option overhang disclosed; weighted-average exercise price of outstanding options $9.51 and plan shares available under the 2021 Plan and ESPP detailed, informing dilution and grant pacing .
Employment Terms
Key severance and change-of-control economics (double-trigger acceleration):
- Involuntary termination without cause or resignation for good reason (outside CIC): cash severance equal to 100% of base salary; Company-paid healthcare continuation up to nine months for Linebarger .
- Involuntary termination without cause or resignation for good reason during the CIC protection period (three months before to two years after CIC): cash severance equal to 100% of base salary + 100% of target annual bonus + prorated target bonus; Company-paid healthcare continuation up to 12 months; full acceleration of outstanding equity awards .
- Double-trigger vesting acceleration applies in the event of CIC; no tax gross-ups provided .
Estimated payments (assuming termination on 12/31/2024, stock at $36.68):
| Scenario | Base Salary ($) | Target Bonus ($) | COBRA ($) | Acceleration of Unvested RSUs ($) |
|---|---|---|---|---|
| Involuntary termination (no CIC) | $400,400 | — | $21,602 | — |
| Involuntary termination (with CIC) | $400,400 | $400,400 | $28,802 | $5,306,349 |
Other terms:
- No pension benefits or nonqualified deferred compensation arrangements for NEOs .
- Monthly perquisites: $200 cell phone and home allowance; 401(k) match policy disclosed (general employee terms) .
- Indemnification provisions per Delaware law; limitation on liability noted in the proxy .
Compensation Structure Notes and Peer Group Context
- 2024 NEO pay mix emphasized variable, at-risk compensation via SEBP and RSUs; annual RSUs were 100% time-based to reflect growth stage and retention priorities .
- Peer group used to benchmark compensation included cloud/software firms like A10 Networks, nCino, Q2, Workiva, and others; Alkami’s TTM revenue, market cap, and operating income were at the 34th, 81st, and 26th percentiles vs peers as of mid-2024; FW Cook provided independent consulting support .
Investment Implications
- Quarterly RSU vesting through 2026–2028 across Linebarger’s 2022–2024 grants, plus significant 2024 option exercises and RSU vesting, suggest ongoing scheduled supply that can create periodic insider selling pressure, subject to trading windows and policy restrictions .
- Beneficial ownership is <1% with 58,968 common shares and 4,225 options currently exercisable; unvested RSUs carry material value ($5.31 million under the CIC scenario), aligning retention and long-term incentives despite modest outright ownership .
- Governance mitigants include a clawback policy tied to restatements and explicit prohibitions on hedging/pledging, reducing misalignment and risk-taking incentives inconsistent with shareholder value .
- CIC economics are standard double-trigger with full equity acceleration; in a sale, this can create event-driven supply and strong retention costs, but also ensures continuity and alignment during strategic transactions .
Citations: