Joel Wilhite
About Joel Wilhite
Joel Wilhite, 55, is Chief Financial Officer and Senior Vice President of AvidXchange, having joined in February 2017. He holds a BS with honors in Accounting from the University of South Carolina and is a Certified Public Accountant; prior roles include CFO at Quantros, SVP Finance at Benefitfocus, and finance leadership at Blackbaud after beginning his career at KPMG . Company performance in 2024 included 15.3% revenue growth (12.9% excl. float/political contributions), gross margin expansion to 66.8% (non-GAAP 73.6%), GAAP EPS of $0.04, operating cash flow of $71.9M, $63M debt repayment, and a $100M repurchase program ($50M executed) ; pay-versus-performance disclosure shows 2024 revenue of $438,940k, net income of $8,145k, and cumulative TSR value of $41.46 since IPO baseline vs peer TSR $132.59 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Quantros, Inc. | Chief Financial Officer | — | SaaS CFO for quality/safety solutions in hospitals |
| Benefitfocus.com, Inc. | SVP Finance | — | Finance leadership at SaaS benefits administration provider |
| Blackbaud, Inc. | Various finance roles; CFO of International division | — | Expanded finance leadership in global nonprofit tech |
| KPMG | Auditor | — | Foundation in audit and controls |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | None disclosed in reviewed SEC filings | — | — |
Fixed Compensation
| Item | FY 2024 | Notes |
|---|---|---|
| Base salary rate | $435,000 | 6.1% increase from prior FY |
| Salary actually paid | $430,192 | Summary Compensation Table |
| Target annual bonus | $304,500 | AIP tied to Revenue and Adjusted EBITDA |
| Actual annual bonus payout | $134,285 (44.1% of target) | Company performance below revenue growth target, strong EBITDA |
| All other compensation (total) | $66,422 | See breakdown below |
| 401(k) match | $12,523 | Company match policy described |
| Financial/tax planning | $6,625 | Annual reimbursement |
| Housing/travel reimbursement (grossed-up) | $47,274 total incl. gross-ups; gross-ups: $11,220 in 2024 | $3,000/month reimbursement policy; subject to tax gross-up |
Performance Compensation
Annual Incentive Plan (AIP)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Revenue | 55% | Not disclosed | Company revenue growth 15.3%; below 20% target | 44.1% overall payout rate applied | Cash (annual) |
| Adjusted EBITDA | 45% | Not disclosed | Strong performance per CD&A definition | 44.1% overall payout rate applied | Cash (annual) |
Definition of Adjusted EBITDA per proxy; reconciliation referenced to Appendix A .
Long-Term Incentive Awards (RSUs)
| Grant Date | RSUs Granted | Grant Date Fair Value | Vesting Schedule | Notes |
|---|---|---|---|---|
| 3/6/2024 | 263,936 | $3,300,000 | 25% on Feb 15, 2025; then quarterly for 3 years | NEO mix: 100% RSUs (CEO had RSUs + options) |
| 3/8/2023 | 122,524 unvested at 12/31/24 | Market value $1,266,898 at $10.34 | Service-based per NEO program | — |
| 3/16/2022 | 81,624 unvested at 12/31/24 | Market value $843,992 at $10.34 | Service-based per NEO program | — |
| 2/19/2021 | 7,652 unvested at 12/31/24 | Market value $79,122 at $10.34 | Service-based per NEO program | — |
Stock Options (Outstanding at 12/31/24)
| Grant Date | Exercisable (#) | Unexercisable (#) | Strike | Expiration |
|---|---|---|---|---|
| 3/29/2017 | 158,572 | — | $3.18 | 3/29/2027 |
| 3/5/2018 | 85,347 | — | $3.21 | 3/5/2028 |
| 3/20/2019 | 35,637 | — | $3.79 | 3/20/2029 |
| 10/1/2020 | 107,180 | — | $10.42 | 10/1/2030 |
| 2/19/2021 | 270,428 | 18,032 | $12.11 | 2/19/2031 |
| 3/16/2022 | 200,242 | 91,020 | $8.04 | 2/15/2032 |
| 3/8/2023 | 79,545 | 102,273 | $9.00 | 2/15/2033 |
Vesting mechanics for equity awards generally follow 25% one year post-grant then quarterly over 3 years as described in the program .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Shares beneficially owned (as of July 31, 2025) | 1,206,367; under 1% of shares outstanding |
| Shares beneficially owned (as of Apr 28, 2025) | 1,151,280; under 1% of shares outstanding |
| Unvested RSUs outstanding (12/31/24) | 7,652; 81,624; 122,524; 263,936 |
| Options exercisable/unexercisable (12/31/24) | See table above |
| Stock ownership guidelines | Other NEOs: 1x annual base salary; 5-year phase-in; 100% post-tax retention until compliant |
| Anti-hedging/pledging policy | Hedging prohibited; pledging generally prohibited unless pre-approved with demonstrated repayment capacity |
Insider activity: On May 15, 2025, RSUs vested (+16,325 shares) and shares were sold to cover withholding (-7,817; -6,519; -6,578) at $9.7364, indicating routine sell-to-cover rather than discretionary selling .
Employment Terms
| Provision | Standard (non-CIC window) | Change-in-Control (CIC) Window (3 months pre- to 18 months post-CIC) |
|---|---|---|
| Salary continuation | 6 months base salary | 12 months base salary |
| Bonus | — | Pro rata target bonus at 100% target |
| Benefits | COBRA reimbursement during severance period | COBRA reimbursement during transaction severance period |
| Equity acceleration | Full acceleration of options granted before 8/26/2021 that vest solely on service; 12 months acceleration for other service-vesting equity | Full acceleration of all service-vesting equity; full acceleration of pre‑8/26/2021 options |
| Trigger mechanics | Single-trigger for termination without cause/death/disability outside CIC window | Double-trigger (CIC + qualifying termination including good reason) |
| Perquisites | Reimbursement for financial/tax planning; monthly living/travel net $2,395 (gross-up for taxes) | Same policy applies |
Estimated payments upon termination/change of control (as of 12/31/2024):
| Scenario | Salary | Bonus | Accelerated Equity | Other (COBRA) | Total |
|---|---|---|---|---|---|
| Disability | $217,500 | $0 | $2,739,744 | $10,251 | $2,967,495 |
| Death | $217,500 | $0 | $2,739,744 | $10,251 | $2,967,495 |
| Involuntary Termination (non-CIC) | $217,500 | $0 | $2,739,744 | $10,251 | $2,967,495 |
| Involuntary Termination (CIC) | $435,000 | $304,500 | $5,265,502 | $20,503 | $6,025,505 |
Merger-related retention and CIC quantification (August 2025 DEFM14A):
- Retention Award: $462,000; vests in three equal annual installments post-closing; accelerated upon qualifying double-trigger termination; optional election into Topco restricted units with tax net settlement .
- CIC severance cash components (double-trigger): Cash severance $443,700; prorated bonus $181,178; plus Retention Award $462,000; total cash components $1,086,878 (equity and benefits quantified separately) .
- Equity acceleration detail (double-trigger): Options accelerated value $186,586; RSU accelerated value $7,415,670; total equity $7,602,256 .
Governance, Policies, and Peer Benchmarking
- Clawback: Nasdaq-compliant clawback for erroneously awarded incentive-based compensation received on/after Oct 2, 2023; applies to “Big R” and “little r” restatements; administered by Human Capital & Compensation Committee .
- Insider trading: Policy prohibits hedging, short sales, options, margin; pledging generally prohibited except rare pre-approved cases; Rule 10b5-1 permitted .
- Compensation peer group (used for 2024 decisions): Alkami Technology; Appfolio; Appian; BigCommerce; BILL Holdings; BlackLine; EngageSmart; EverCommerce; Everbridge; Fastly; Flywire; Marqeta; MeridianLink; Model N; nCino; Olo; Open Lending; Paymentus; Payoneer; Phreesia; Q2 Holdings; Repay Holdings .
Performance & Track Record
| Measure (FY 2024) | Outcome |
|---|---|
| Revenue growth | 15.3% (12.9% excl. float/political contributions); revenue $438,940k |
| Gross margin | 66.8%; non-GAAP 73.6% (+420 bps YoY) |
| GAAP EPS | $0.04 (vs $(0.23) in 2023) |
| Net cash from operations | $71.9M; paid down $63M bank debt |
| Transaction yield | $5.55; net transaction retention 98.6% (down from 100.9%) |
| Buybacks | $100M authorization; $50M executed |
| TSR (cumulative since IPO baseline) | $41.46 company vs $132.59 peer group (S&P MidCap 400 IT) |
Risk Indicators & Red Flags
- Tax gross-ups: Housing allowance gross-ups paid to Wilhite ($6,090 in 2022; $9,116 in 2023; $11,220 in 2024) .
- Pledging/hedging: Company policy prohibits hedging and generally pledging (exceptions require approval) ; no pledging by Wilhite disclosed in reviewed filings .
- Insider selling pressure: 2025 activity reflects “sell-to-cover” for withholding on RSU vesting, not discretionary sales .
Compensation Structure Analysis
- Cash vs equity mix: 2024 total comp $3,887,870 with significant equity ($3,256,970 RSU grant fair value) and modest cash bonus ($134,285) ; aligns with pay-for-performance via equity-heavy structure.
- RSUs over options: NEOs other than CEO received 100% RSUs in 2024, emphasizing retention and dilution control; CEO retained option component .
- AIP metrics: Exclusively financial (Revenue 55%, Adjusted EBITDA 45%); capped payouts; actual payout at 44.1% of target reflecting below-target revenue growth but strong profitability .
- Change-in-control economics: Double-trigger severance with full acceleration of service-vesting awards in CIC window; retention bonus tied to merger closing and continued service; investor should monitor rollover elections into Topco units .
Employment Terms
| Term | Details |
|---|---|
| Start date | February 2017; CFO |
| Agreement date | Employment Agreement dated August 26, 2021 |
| Term | At-will; no fixed term |
| Non-compete / other covenants | Good reason definition includes relocation >50 miles, material salary reduction, failure to assume agreement post-CIC |
| Deferred compensation | No contributions reported for Wilhite in 2024 under nonqualified plan |
Investment Implications
- Alignment: Equity-heavy mix and stringent share ownership guidelines support alignment; AIP based on hard financial metrics (Revenue/Adjusted EBITDA) with capped payouts and clawback compliance .
- Retention/CIC: Double-trigger severance plus sizeable equity acceleration and a $462k retention award indicate strong retention incentives through and after the merger; watch rollover elections and accelerated payouts upon qualifying termination .
- Selling pressure: Recent Form 4-style activity is sell-to-cover only, suggesting limited discretionary selling pressure near vesting periods .
- Red flags: Tax gross-ups on housing allowance are shareholder-unfriendly; pledging permitted only by exception; no disclosed hedging/pledging by Wilhite .
- Execution risk: 2024 operational progress (profitability, margin expansion, cash generation, debt paydown) is positive for CFO execution credibility; TSR underperformance vs peers warrants continued scrutiny of capital allocation and growth trajectory .