Ryan Stahl
About Ryan Stahl
Ryan Stahl is General Counsel, Senior Vice President, and Secretary at AVDX; he joined the company in May 2015 and has served as General Counsel and Secretary since November 2017 . He is 50 years old , began his legal career at Sidley Austin LLP in corporate and securities (M&A and capital markets), and held in‑house roles in financial services and technology, most recently at Mercury Payment Systems Inc.; he holds a BS from the University of Dayton and a JD from the University of Michigan Law School . Company performance in 2024 featured revenue growth of 15.3%, GAAP EPS improving to $0.04 from $(0.23) in 2023, gross margin of 66.8% (non‑GAAP gross margin 73.6%), transaction yield of $5.55 with net transaction retention 98.6%, net cash from operations of $71.9 million, and a $100 million share repurchase program ($50 million executed) . Executive incentive design is tied to revenue (55%) and Adjusted EBITDA (45%), with TSR listed among the most important measures in the pay‑versus‑performance discussion .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sidley Austin LLP | Corporate & Securities Associate (M&A, capital markets) | Not disclosed | Foundational expertise in transactions and public offerings supporting later GC role |
| Mercury Payment Systems Inc. | Corporate legal/in‑house positions | Not disclosed | Payments and technology industry experience relevant to AVDX’s fintech operations |
| AVDX | Joined company | May 2015 onward | Senior legal leadership contributing to governance and M&A execution |
| AVDX | General Counsel & Secretary (SVP) | Since Nov 2017 | Oversees legal, corporate governance, and disclosures; signatory on major transactions filings |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company board or director roles disclosed for Stahl in the proxy |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $358,462 | $380,958 | $392,271 |
| Bonus ($) | $85,000 | $0 | $0 |
| FY Base Salary Rate ($) | — | — | $394,490 (3.0% increase YoY) |
| Target AIP % of Salary | — | — | 50% |
| Target AIP ($) | — | — | $197,245 |
| Actual AIP Paid ($) | $238,933 | $233,092 | $86,985 |
Performance Compensation
| Metric | Weighting | Target | Actual | Performance % of Target | Payout % of Target | Payout Mechanics |
|---|---|---|---|---|---|---|
| Revenue | 55% | $456,884.0k | $438,940.0k | 96.1% | 0% | 50–150% payout scale; below threshold pays 0% |
| Adjusted EBITDA | 45% | $95,817.0k | $95,219.7k | 99.4% | 98.1% | 50–150% payout scale; payout based on attainment |
| Weighted Total | — | — | — | — | 44.1% | Annual incentive for NEOs paid at 44.1% of target; Stahl actual $86,985 vs. $197,245 target |
FY 2024 Plan‑Based Awards (Grant Date: March 6, 2024)
| Award Type | Threshold ($) | Target ($) | Maximum ($) | RSUs Granted (#) | Options (#) | Exercise Price ($) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|---|
| Annual Incentive (Cash) | $98,623 | $197,245 | $295,868 | — | — | — | — |
| RSUs | — | — | — | 167,959 | — | — | $2,072,614 |
Vesting schedule: RSUs vest 25% on February 15, 2025, then quarterly on May 15, August 15, and November 15 over the next 3 years; same schedule applies to options where applicable .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Apr 28, 2025) | 574,454 shares; represents less than 1% of outstanding shares (206,238,144 outstanding) |
| Stock ownership guidelines | Other NEOs required to hold 1x annual base salary; 5‑year phase‑in; if not met in 5 years, 100% of after‑tax value of vested equity retained until compliant |
| Anti‑hedging/pledging | Hedging, short sales, options, margin accounts prohibited; pledging generally prohibited except in limited circumstances with Compliance Officer pre‑approval and demonstrated capacity to repay without pledged shares |
| Clawback policy | Recovers erroneously awarded incentive compensation after “Big R” or “little r” restatements; applies to Section 16 officers for incentive‑based pay received on/after Oct 2, 2023 |
| Rule 10b5‑1 plans | Executives may use 10b5‑1 trading plans; may trade outside plans when not in possession of MNPI, subject to policy |
Outstanding Equity Awards as of Dec 31, 2024
Options
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 3/20/2019 | 18,640 | — | 3.79 | 3/20/2029 |
| 10/1/2020 | 53,588 | — | 10.42 | 10/1/2030 |
| 2/19/2021 | 76,620 | 5,108 | 12.11 | 2/19/2031 |
| 3/16/2022 | 120,145 | 54,612 | 8.04 | 2/15/2032 |
| 3/8/2023 | 55,681 | 71,591 | 9.00 | 2/15/2033 |
RSUs (unvested as of Dec 31, 2024; market value uses $10.34 closing price)
| Grant Date | Unvested RSUs (#) | Market Value ($) |
|---|---|---|
| 2/19/2021 | 2,168 | $22,417 |
| 3/16/2022 | 48,974 | $506,391 |
| 3/8/2023 | 85,767 | $886,831 |
| 3/6/2024 | 167,959 | $1,736,696 |
Employment Terms
| Provision | Without CIC (outside 3 months before/18 months after CIC) | With CIC (3 months before to 18 months after CIC) |
|---|---|---|
| Base salary continuation | 6 months | 12 months |
| Annual bonus | — | Pro‑rata targeted annual bonus at 100% of target, payable with other officers |
| COBRA reimbursement | During severance period | During transaction severance period |
| Equity vesting acceleration | 12 months for awards vesting solely by service | Full acceleration for awards vesting solely by service |
| Triggers | Terminated without cause, death, or disability | Terminated without cause, death, disability, or resigns for “good reason” |
| Good reason (post‑CIC) | Material salary reduction; relocation >50 miles; failure of successor to assume agreement | |
| Other benefits | Up to $5,000 per year reimbursement for financial and tax planning; target annual bonus and annual variable sales bonus eligibility |
Change‑in‑Control Outcomes and Retention
- On October 15, 2025, AVDX completed a merger; officers continued in their roles; a retention bonus program totaling ~$3.0 million was implemented with Stahl eligible for $190,500, vesting in three equal annual installments from the Closing Date, payable in cash or Topco restricted units at the executive’s election; unvested portions remain eligible upon severance with a release .
- Stahl entered a rollover agreement to contribute additional Company shares in exchange for Topco units; this amendment increased the number of shares he rolled at closing, indicating continued alignment with private ownership structure .
- The Nonqualified Deferred Compensation Plan was terminated post‑closing with accelerated payment of accrued benefits within 12 months to participants including named executive officers .
Multi‑Year Compensation Summary (Total Mix and Trends)
| Component ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $358,462 | $380,958 | $392,271 |
| Bonus | $85,000 | $0 | $0 |
| Stock Awards (RSUs/PSUs per accounting) | $1,259,997 | $1,372,257 | $2,072,614 |
| Option Awards | $539,844 | $588,354 | $0 |
| Non‑Equity Incentive Plan (AIP) | $238,933 | $233,092 | $86,985 |
| All Other Compensation | $4,346 | $14,635 | $17,294 |
| Total | $2,486,581 | $2,589,295 | $2,569,164 |
Notes:
- FY 2024 equity grants to NEOs other than the CEO were 100% RSUs; options granted to CEO only, reflecting reduced use of options for non‑CEO executives .
- Peer group used for 2024 compensation decisions included SaaS/fintech comparators such as BILL Holdings, BlackLine, Flywire, and Q2 Holdings, among others .
Compensation Structure Analysis
- Pay‑for‑performance alignment: AIP tied entirely to revenue (55%) and Adjusted EBITDA (45%); 2024 payout at 44.1% of target reflects under‑threshold revenue and near‑target Adjusted EBITDA performance .
- Mix shift: Stahl’s equity moved toward RSUs in 2024 with no option award that year, consistent with company policy to grant options to the CEO only; RSUs vest quarterly, providing durable retention but potential ongoing supply to the market at vesting dates .
- Governance protections: Clawback policy compliant with Nasdaq/SEC rules; anti‑hedging and pledging restrictions with limited, pre‑approved exceptions; no excise tax gross‑ups upon change in control .
- Ownership alignment: Stahl beneficially owns 574,454 shares (<1% of class); subject to 1x salary ownership guideline with 5‑year phase‑in; RSU and option holdings imply continued service‑based vesting alignment .
Investment Implications
- Retention risk appears mitigated near‑term by (i) quarterly RSU vesting cadence, (ii) 12‑month/100% service‑based acceleration protection in severance scenarios, and (iii) a $190,500 3‑year retention bonus implemented at the October 2025 change of control, signaling sponsor prioritization of continuity .
- Pay outcomes track performance: 2024 AIP paid at 44.1% of target due to revenue underperformance despite near‑target Adjusted EBITDA, supporting compensation discipline and reducing windfall risk; future payouts will be sensitive to growth and profitability execution .
- Insider selling pressure is structured rather than opportunistic: quarterly RSU vesting dates (Feb/May/Aug/Nov) and potential 10b5‑1 usage suggest predictable supply; anti‑hedging/pledging policies and ownership guidelines temper misalignment risk, with no specific pledges disclosed for Stahl .
- Change‑of‑control terms are double‑trigger for cash/acceleration, balancing executive protection with shareholder interests; rollover of additional shares into Topco units indicates continued alignment with post‑merger owners .