Angelic Gibson
About Angelic Gibson
Angelic Gibson (age 48) is Chief Information Officer and Senior Vice President of AvidXchange (AVDX), joining in October 2019 after 20+ years in IT, with expertise in SaaS platforms, enterprise systems, databases, networks, and cloud strategy; she holds a BS in Management Information Systems from American InterContinental University . During 2024, AvidXchange posted revenue of $438.94 million, GAAP net income of $8.145 million, and delivered a cumulative TSR value of $41.46 (value of $100 since IPO basis used in pay-versus-performance), underscoring a year of improved profitability but share underperformance relative to a peer index; annual incentives for executives tied 55% to revenue and 45% to Adjusted EBITDA, paying at 44.1% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TKXS Inc. | Senior Vice President, Information Technology | 2013–2018 | Led enterprise IT; experience included building/managing SaaS platforms, BI, cloud strategy, and balancing operational efficiency with growth, foundational to current CIO scope |
External Roles
- None disclosed for Ms. Gibson in the company’s proxy statement .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary (paid) | $370,385 | $384,519 | $397,356 |
| Base Salary (annual rate at year) | — | — | $400,000 (3.6% increase) |
| Target Bonus % of Salary | — | — | 60% |
| Non-Equity Incentive Paid | $294,034 | $282,321 | $105,840 |
Performance Compensation
Annual Incentive Plan Design (FY 2024)
| Measure | Weight | Threshold | Target | Stretch | Maximum | Actual Performance | Payout % |
|---|---|---|---|---|---|---|---|
| Revenue ($000s) | 55% | $441,884 | $456,884 | $461,884 | $470,591 | $438,940 (96.1% of target) | 0% |
| Adjusted EBITDA ($000s) | 45% | $80,817 | $95,817 | $105,817 | $110,817 | $95,219.7 (99.4% of target) | 98.1% |
| Weighted AIP Payout | — | — | — | — | — | — | 44.1% of target |
Individual AIP Outcome (FY 2024)
| Executive | Target Award ($) | Actual Award ($) | Actual as % of Target |
|---|---|---|---|
| Angelic Gibson (CIO, SVP) | $240,000 | $105,840 | 44.1% |
Long-Term Incentives (Grants made 3/6/2024; vest 25% on Feb 15, 2025, then quarterly for 3 years)
| Award Type | Number Granted | Grant Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|
| RSUs | 215,948 | $2,664,798 | 4-year, 25% then quarterly | Service-based; eligible for accelerated vesting per employment terms |
Vesting Mechanics (Service-based awards)
- RSUs and options generally vest 25% at first vesting date (Feb 15 following grant) then quarterly thereafter over the remaining 3 years; options carry the grant-specific exercise price .
Equity Ownership & Alignment
Beneficial Ownership (as of April 28, 2025)
| Holder | Total Beneficial Ownership | % of Outstanding | Composition Detail |
|---|---|---|---|
| Angelic Gibson | 692,365 shares | <1% (asterisked by company) | 159,834 shares owned directly; 497,942 options exercisable within 60 days; 34,589 RSUs vesting within 60 days |
Outstanding Equity (as of Dec 31, 2024)
| Instrument | Status | Quantity | Exercise Price | Expiration/Notes |
|---|---|---|---|---|
| Stock Options (12/12/2018) | Exercisable | 32,000 | $3.79 | 12/12/2028 |
| Stock Options (10/1/2020) | Exercisable | 53,588 | $10.42 | 10/1/2030 |
| Stock Options (2/19/2021) | Exercisable | 166,764 | $12.11 | 2/19/2031 |
| Stock Options (2/19/2021) | Unexercisable | 11,120 | $12.11 | 2/19/2031 |
| Stock Options (3/16/2022) | Exercisable | 133,494 | $8.04 | 2/15/2032 |
| Stock Options (3/16/2022) | Unexercisable | 60,680 | $8.04 | 2/15/2032 |
| Stock Options (3/8/2023) | Exercisable | 59,658 | $9.00 | 2/15/2033 |
| Stock Options (3/8/2023) | Unexercisable | 76,705 | $9.00 | 2/15/2033 |
| Unvested RSUs (various 2021–2024 grants) | Unvested | 4,720; 54,416; 91,893; 215,948 | — | Market value used by company: $10.34 at 12/31/2024 for RSU table |
Ownership Policy, Pledging/Hedging
- Stock ownership guidelines: other NEOs required to hold 1x base salary (5-year phase-in; then 100% net retention until met) .
- Insider trading policy prohibits hedging and pledging absent pre-approval; no pledges disclosed for Ms. Gibson in ownership footnotes .
Recent Equity Activity (FY 2024)
| Type | Shares | Value Realized |
|---|---|---|
| Stock Vested (RSUs) | 135,151 | $1,540,371 |
| Options Exercised | — | — |
Section 16(a) Compliance
- One late Form 4 filing disclosed for Ms. Gibson in 2024 (administrative timeliness issue) .
Employment Terms
| Term | Angelic Gibson |
|---|---|
| Current Role | CIO & SVP (joined October 2019) |
| Employment Agreement Date | August 26, 2021 |
| Base/Bonus Eligibility | Base salary subject to review; target bonus; reimbursement up to $5,000/year for financial/tax planning |
| Severance (outside Change-in-Control) | If terminated without cause/death/disability: 6 months base salary; COBRA reimbursement; full acceleration of pre-8/26/2021 service-based options; 12 months acceleration for other time-based equity; release required |
| Double-Trigger CIC (3 months before to 18 months after) | If terminated without cause/death/disability or resigns for good reason: 12 months base; pro rata target bonus at 100%; COBRA reimbursement; full acceleration of pre-8/26/2021 service-based options; full acceleration of other time-based equity; release required |
| “Good Reason” (CIC context) | Material base salary reduction (except broad-based), relocation >50 miles (with carve-outs), failure of successor to assume agreement |
| Clawback | Company has clawback policy compliant with SEC/Nasdaq rules (applies to executive officers) |
Estimated Termination Payments (as of 12/31/2024, illustrative; company-calculated)
| Scenario | Salary | Bonus | Accel. Equity | COBRA/Other | Total |
|---|---|---|---|---|---|
| Involuntary Termination (no CIC) | $200,000 | $0 | $2,055,447 | $13,127 | $2,268,574 |
| Involuntary Termination in Connection with CIC | $400,000 | $240,000 | $4,036,891 | $26,253 | $4,703,144 |
| Death or Disability | $200,000 | $0 | $2,055,447 | $13,127 | $2,268,574 |
Performance & Track Record
Company Operating Performance (last 8 quarters)
| Metric | Q3 2023 | Q4 2023 | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 |
|---|---|---|---|---|---|---|---|---|
| Revenues ($) | 98,680,000 | 104,064,000 | 105,598,000 | 105,132,000 | 112,772,000 | 115,438,000 | 107,942,000 | 110,570,000 |
| EBITDA ($) | 6,706,000* | 3,268,000* | 2,099,000* | 558,000* | 19,214,000 | 10,965,000* | -1,512,000* | -2,021,999* |
Values retrieved from S&P Global.*
Additional 2024 Highlights (company disclosures)
- Revenue: $438,940,000 used for AIP measurement .
- Adjusted EBITDA: $95,220,000 (reconciliation provided by company) .
- Net income: $8,145,000 .
- Non-GAAP gross margin: 73.6% vs GAAP gross margin 66.8% .
Pay-For-Performance Alignment
- FY 2024 AIP paid out at 44.1% of target due to under-threshold revenue and near-target Adjusted EBITDA performance .
- Cumulative TSR value of initial $100 investment for 2024: $41.46; peer group $132.59; revenue $438,940,000; net income $8,145,000 (pay-vs-performance table) .
Compensation Structure Analysis
- Cash vs Equity: 2024 compensation for Ms. Gibson weighted to equity through a $2.665 million RSU grant with 4-year vesting; no options granted to NEOs other than the CEO, indicating a shift to RSUs (lower risk vs options) for broader executive team .
- Metrics Rigor: Annual bonus exclusively on financial metrics—Revenue (55%) and Adjusted EBITDA (45%)—with capped maximums; missed revenue threshold drove significantly reduced payout, supporting pay-for-performance .
- Ownership Alignment: Beneficial ownership with sizable vested/unvested holdings and 1x salary ownership guideline; anti-hedging/pledging policy further aligns interests; no pledging disclosed for Gibson .
- Governance Safeguards: Clawback policy adopted per SEC/Nasdaq; ability to recover erroneously awarded incentive pay following restatements .
Risk Indicators & Red Flags
- Section 16(a): One late Form 4 for Ms. Gibson in 2024 (administrative timeliness), noted by the company; otherwise timely filings .
- Hedging/Pledging: Prohibited absent pre-approval; no disclosed pledging by Ms. Gibson .
- Related Party Transactions: None noted involving Ms. Gibson; company discloses Mastercard arrangements (not tied to Ms. Gibson) .
Compensation Peer Group & Say-on-Pay
- Peer group informs design, with emphasis on SaaS/fintech comparators; company engages Compensia as independent advisor; committee asserts strong pay-for-performance design .
- Say-on-Pay proposal presented annually; 2025 proxy seeks advisory approval; company emphasizes shareholder engagement (vote outcomes for 2025 not yet available in proxy) .
Work History & Career Trajectory
- AvidXchange: CIO & SVP since October 2019; oversees enterprise systems and SaaS platform strategy .
- TKXS Inc.: SVP, IT (2013–2018) .
- Technical credentials: Extensive cloud computing strategic insight; experience across databases, networks, telecoms, infrastructure; BI platforms .
Employment & Contracts Summary
| Topic | Detail |
|---|---|
| At-will; no fixed term | Confirmed in employment agreement |
| Severance multiples | 6 months base (outside CIC); 12 months base + pro rata target bonus (double-trigger CIC) |
| Equity acceleration | Outside CIC: full accel for pre-8/26/2021 service-based options; 12 months accel for other time-based equity; CIC: full acceleration of time-based equity |
| COBRA | Reimbursed during severance period (6 months outside CIC; 12 months in CIC scenarios) |
| Good reason | Base pay cut (non-broad-based), relocation >50 miles (with carve-outs), failure of successor to assume |
Investment Implications
- Alignment: Significant unvested RSU overhang and ownership guidelines encourage retention and alignment; anti-hedge/pledge and clawback reduce risk of misalignment .
- Retention Risk/Overhang: Four-year RSU vesting cadence and meaningful outstanding options/RSUs suggest ongoing vesting events; 2024 saw 135,151 RSUs vest for Gibson with no option exercises, implying limited discretionary selling in the year; watch future vesting windows for potential sell-to-cover flows .
- Pay-For-Performance: 2024 AIP paid at 44.1% due to revenue miss despite near-target EBITDA, indicating discipline in bonus payouts; continued emphasis on financial metrics should constrain cash payout risk in weaker topline scenarios .
- Change-in-Control Economics: Double-trigger CIC with full time-based equity acceleration could create concentrated liquidity on a transaction; however, severance multiples (1x base for other NEOs; 1x base + prorated bonus in CIC) are moderate vs broader market, limiting parachute risk .
- Execution Focus: Company delivered profitability and margin expansion in 2024; continued EBITDA/gross margin discipline remains critical given TSR underperformance noted in pay-versus-performance .