Robert C. Kramer
APPIANAbout Robert C. Kramer
Robert C. Kramer (age 50) is a Founder of Appian, serving as General Manager since January 2013 and a director since 2008; he previously served as CFO from founding to October 2008 and as VP, Technology from October 2008 to December 2012. He holds a B.S. in Economics from the Wharton School of the University of Pennsylvania . Company performance context: 2024 revenue was $617.0M; subscription revenue grew 19% to $490.6M; adjusted EBITDA was $20.3M (from a $44.8M loss in 2023), and cloud subscription revenue retention was 116% . Appian’s 2024 total shareholder return (TSR) proxy metric shows an $86.31 value for an initial $100 investment, versus $98.56 in 2023; 2024 GAAP net loss was $92.3M .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Appian | General Manager | Jan 2013–present | Founder-operator overseeing corporate matters and operations |
| Appian | VP, Technology | Oct 2008–Dec 2012 | Senior technology leadership |
| Appian | Chief Financial Officer | Founding–Oct 2008 | Early-stage finance leadership at founding |
External Roles
No external directorships or roles for Mr. Kramer are disclosed in the 2025 proxy biography .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | $450,000 (effective Nov 1, 2023) | $850,000 |
| Director fees | N/A – executive directors receive no additional director pay | N/A – executive directors receive no additional director pay |
Notes: Summary Compensation Table reports $516,667 salary for 2023 and $850,000 for 2024; differences reflect partial-year effects and timing of changes .
Performance Compensation
- Annual Bonus Plan structure: NEO bonuses based on total software annual contract value (ACV) growth and “executive alignment with corporate strategy”; 2024 payouts were determined at the committee’s discretion (and could not exceed the percentage paid to non‑NEO participants) .
- 2024 actual payout (Kramer): $50,000 cash under the Senior Executive Cash Incentive Bonus Plan .
| Metric | Weighting | Target | Actual | Payout | Vesting/schedule |
|---|---|---|---|---|---|
| Total software ACV growth | Not disclosed | Not disclosed | Not disclosed (committee discretion) | $50,000 (cash) | Paid for FY2024 performance |
| Executive alignment with corporate strategy | Not disclosed | Not disclosed | Not disclosed (committee discretion) | Included in above payout | Included in above |
Additional program features:
- Clawback policy adopted per Rule 10D‑1 (recoup incentive comp following restatements; 3‑year lookback) .
- No single-trigger CIC payments; no option repricing; no 280G tax gross-ups .
Equity Ownership & Alignment
- Beneficial ownership (as of March 31, 2025): 2,383,980 shares (3.2% of outstanding on an as‑converted basis) .
- Breakdown: 311,382 Class A (direct), 150,000 Class A (irrevocable family trust), 9,120 Class A + 1,913,478 Class B (Robert C. Kramer Revocable Trust) .
- Vested vs. unvested: No outstanding equity awards for Kramer at 12/31/2024 (reduces near‑term vesting‑driven selling pressure) .
- 2024 exercises/vests: None reported for Kramer (no options exercised; no RSUs vested) .
- Pledging: Company does not prohibit pledging, but proxy footnotes disclose pledging for other insiders (e.g., Calkins, Kilberg), not for Kramer; no pledging noted for Kramer in ownership footnotes .
- Stock ownership guidelines: None for NEOs; no prohibitions on pledging; hedging/short-term speculative trading prohibited by insider trading policy .
| Ownership detail | Amount |
|---|---|
| Total beneficial ownership | 2,383,980 shares; 3.2% |
| Direct Class A | 311,382 |
| Irrevocable family trust (Class A) | 150,000 |
| Revocable trust (Class A) | 9,120 |
| Revocable trust (Class B) | 1,913,478 |
| Unvested equity at 12/31/24 | None |
| 2024 option exercises | None |
| 2024 RSU vesting | None |
| Pledged shares (disclosed) | None disclosed for Kramer; pledging allowed and disclosed for other insiders |
Employment Terms
- Agreement: Standard Appian employment agreement (at‑will); includes non‑competition, confidentiality, and IP provisions; no severance or change‑in‑control (CIC) cash/equity acceleration; equity plans do not provide automatic acceleration on CIC .
- Clawback: Company-wide clawback policy effective Oct 2, 2023 (restatement-triggered) .
- Perquisites/benefits: No special perquisites; participates in broad‑based benefits (e.g., 401(k) match up to 4% per pay period) .
- Ownership/pledging policies: No NEO ownership requirements; hedging prohibited; pledging not prohibited .
Board Governance
- Board service history: Director since 2008 (executive director) .
- Committee roles: None (Audit: Edwards/Biddle/Kilberg; Compensation: Kilberg/Hartman/McCarthy; Nominating & Governance: Kilberg/McCarthy) .
- Independence: Not independent (executive officer); Board determined 4 of 9 nominees are independent .
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024 .
- Board leadership/controlled company: CEO also serves as Chairman; Appian is a “controlled company” under Nasdaq rules due to CEO voting control, exempting certain independence requirements .
- Director compensation: Executive directors (including Kramer) receive no additional compensation for Board service .
Additional Compensation & Governance Context
| Item | Detail |
|---|---|
| 2024 company highlights | Revenue $617.0M; Subscriptions $490.6M (+19%); Adjusted EBITDA $20.3M; Cloud subscription revenue retention 116% |
| Say‑on‑pay (2024 meeting) | >95% approval; annual cadence |
| Peer group usage | Company does not use a compensation peer group currently |
| Related‑party transactions | None involving Kramer; 2024 related-party items limited as disclosed (e.g., Abdiel short‑swing disgorgement) |
Investment Implications
- Alignment and retention: Kramer’s sizable beneficial ownership (3.2%) and lack of unvested awards suggest strong alignment and limited near‑term vest-driven selling pressure; absence of severance or CIC benefits means retention relies on role, compensation, and equity value rather than contractual protection .
- Pay-for-performance: Bonus design references ACV growth and strategic alignment, but 2024 payouts (including Kramer’s $50k) were discretionary, and the company reports no financial metric was used to link “compensation actually paid” in 2024 beyond a limited Customer Success metric for another NEO; expect modest sensitivity to purely formulaic metrics for Kramer’s cash incentives .
- Governance risk: Combined CEO/Chair and controlled company structure lowers board independence (4/9 independent); compensation committee includes one non‑independent member due to prior consulting ties, a potential governance watch item for some investors .
- Pledging/ownership policy: No NEO ownership requirements and no pledging prohibition (although no pledging is disclosed for Kramer), which some investors may view as a governance/overhang risk factor .
- Performance context: Improving operating profile (positive adjusted EBITDA in 2024) and subscription growth support compensation narratives; however, 2024 TSR proxy metric under $100 par (86.31) highlights ongoing market sensitivity to execution and profitability path .