Todd Cunningham
About Todd Cunningham
Todd Cunningham, age 59, is Chief People Officer and Senior Vice President at AvidXchange; he joined the company in August 2014 and has served as CPO since March 2020. His background spans 26+ years in Human Resources and talent management, with senior roles at Bank of America, and he holds a BSBA in Human Resources Management from The Ohio State University . Relevant company performance under his tenure in 2024: revenue grew 15.3% (12.9% ex. float/political contributions), gross margin expanded 450 bps to 66.8% (non-GAAP 73.6%), GAAP EPS turned positive to $0.04, transaction yield rose to $5.55, and operating cash flow increased to $71.9M; the company repaid $63M of bank debt and executed $50M of a $100M buyback authorization . Pay-versus-performance disclosures show cumulative TSR values over 2021-2024 and revenue/net income context; TSR was $41.46 on a $100 base in 2024 vs $60.38 in 2021, and net income improved to $8,145K in 2024 from losses in prior years .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bank of America | SVP Talent & Development Executive, Global Corporate & Investment Banking | Not disclosed | Talent management, development, organizational effectiveness |
| Bank of America | VP Associate Readiness Change Executive — Merrill Lynch Transition | Not disclosed | Led readiness/change through integration, organizational effectiveness |
| Bank of America | SVP Talent & Development Executive, Consumer & Small Business Banking Division | Not disclosed | Enterprise-scale talent development and effectiveness |
External Roles
None disclosed in the proxy and filings reviewed .
Fixed Compensation
| Component | FY 2024 Disclosed? | Notes |
|---|---|---|
| Base salary | Not disclosed | Todd was not a Named Executive Officer (NEO) in 2024; NEOs were Praeger, Drees, Wilhite, Gibson, Stahl . |
| Target bonus % | Not disclosed | Company-wide AIP design described below; individual target for Todd not disclosed . |
| Actual bonus paid | Not disclosed | NEO payout mechanics shown; specific payout for Todd not disclosed . |
Performance Compensation
Company Annual Incentive Plan (AIP) design for executives (including metrics, weightings and payout curve) and fiscal 2024 outcomes:
| Metric | Weight | Threshold ($000s) | Target ($000s) | Stretch ($000s) | Max ($000s) | Actual ($000s) | Performance % of Target | Payout % |
|---|---|---|---|---|---|---|---|---|
| Revenue | 55% | $441,884.0 | $456,884.0 | $461,884.0 | $470,590.5 | $438,940.0 | 96.1% | 0% |
| Adjusted EBITDA | 45% | $80,817.0 | $95,817.0 | $105,817.0 | $110,817.0 | $95,219.7 | 99.4% | 98.1% |
- Weighted payout outcome for FY 2024 AIP: 44.1% of target for NEOs; Todd’s specific payout is not disclosed .
Equity award practices (vesting cadence used for executive awards in 2024 grants):
- RSUs and options vest 25% on February 15 of the year following grant, then quarterly for 3 years; options are granted at 100% of FMV on grant date .
Equity Ownership & Alignment
Beneficial ownership and award status as of April 28, 2025:
| Item | Count | Notes |
|---|---|---|
| Common shares owned directly | 144,618 | Included in group footnote for executives . |
| Options exercisable within 60 days | 393,673 | Exercisable options counted in beneficial ownership within 60 days . |
| RSUs vesting within 60 days | 22,742 | RSUs vesting/settling within 60 days counted in beneficial ownership . |
| Shares outstanding (denominator) | 206,238,144 | Record date shares outstanding . |
| Beneficial ownership % of outstanding | ≈0.27% | Computed as (144,618 + 393,673 + 22,742) / 206,238,144 using disclosed counts and shares outstanding . |
Insider trading plans (Rule 10b5-1) indicating potential selling pressure:
| Period | Action | Date | Shares planned | Expiration |
|---|---|---|---|---|
| Q2 2023 | Adopt 10b5-1 plan | June 16, 2023 | 13,500 | Dec 29, 2023 |
| Q3 2023 | Terminate plan | Sept 15, 2023 | 13,500 | N/A |
| Q3 2023 | Adopt 10b5-1 plan | Sept 15, 2023 | 51,029 | June 28, 2024 |
| Q1 2024 | Adopt 10b5-1 plan | Mar 1, 2024 | 50,000 | Dec 31, 2024 |
| Q2 2024 | Terminate plan | June 13, 2024 | 50,000 | Not applicable |
| Q2 2024 | Adopt 10b5-1 plan | June 13, 2024 | 49,902 | Dec 31, 2024 |
Ownership policies:
- Anti-hedging and anti-pledging: Company prohibits short sales, options, hedging, margin accounts, and pledging except limited, pre-approved exceptions; cashless option exercises permitted .
- Share ownership guidelines: CEO 5x salary; other NEOs 1x; directors 3x annual cash retainer; 5-year phase-in; if not met, 100% of after-tax value from vested awards must be retained until guidelines achieved; compliance is measured annually, with no individual compliance status disclosed for Todd .
Employment Terms
Cunningham Employment Agreement (severance and change-in-control protections):
| Scenario | Cash severance | Bonus treatment | COBRA | Equity acceleration | “Good reason” (post-CIC) |
|---|---|---|---|---|---|
| Termination without cause/death/disability or resignation for good reason outside CIC window | 6 months base salary | None disclosed | COBRA premiums reimbursed during severance period | Full acceleration for service-vesting options granted prior to Aug 26, 2021; 12 months acceleration for other service-vesting options/equity | Not applicable outside CIC window |
| Termination without cause/death/disability or resignation for good reason within CIC window (3 months before to 18 months after CIC) | 12 months base salary | Pro rata target bonus at 100% paid on regular bonus timing | COBRA premiums reimbursed during transaction severance period | Full acceleration of all service-vesting options and other service-vesting equity awards | Material base salary reduction (proportional exceptions), relocation >50 miles, or failure of successor to assume agreement |
Notes:
- Window and vesting mechanics indicate “double-trigger” CIC treatment (benefits upon qualifying termination in connection with CIC) .
- Company-wide clawback policy adopted in 2023, complying with Nasdaq and SEC rules; applies to erroneously awarded incentive-based compensation after restatements; covers both “Big R” and “little r” restatements .
Performance & Track Record
Company operating metrics and outcomes (context for CPO impact on human capital execution):
| Measure | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Total Stockholder Return (value of $100) | $60.38 | $39.86 | $49.68 | $41.46 |
| Revenue ($000s) | $248,409 | $316,350 | $380,720 | $438,940 |
| Net income ($000s) | ($199,649) | ($101,284) | ($47,325) | $8,145 |
| Gross margin (GAAP) (%) | — | — | — | 66.8% |
| Gross margin (Non-GAAP) (%) | — | — | — | 73.6% |
| Adjusted EBITDA ($000s) | — | — | — | $95,220 |
Human capital highlights (directly relevant to the CPO remit):
- Great Place to Work certification for third consecutive year; strong engagement and low attrition cited as cultural strengths .
- Emphasis on leadership advancement, belonging, career development, and talent attraction in 2024 .
Governance and Compensation Context
- Compensation Committee: Independent directors; chaired by J. Michael McGuire; retained independent consultant Compensia for executive and director pay, peer benchmarking, and risk assessment .
- Executive AIP uses exclusively financial metrics (Revenue 55%, Adjusted EBITDA 45%); capped maximum payouts; clawback and anti-hedging policies maintained .
- Compensation peer group included fintech/SaaS comparators such as Alkami Technology, Appfolio, BILL Holdings, Flywire, Marqeta, Q2 Holdings, Paymentus, Payoneer, Repay, etc. .
- Say-on-pay advisory vote scheduled for 2025 annual meeting; outcome not yet reported .
Investment Implications
- Alignment and retention: Service-vesting RSU/option cadence and double-trigger CIC protections provide durable retention mechanisms; ownership plus 10b5-1 trading plans suggest measured liquidity management rather than ad hoc selling .
- Pay-for-performance design: Enterprise-level AIP tied to revenue and Adjusted EBITDA with disciplined payout (44.1% in 2024), alongside a robust clawback regime, indicates governance discipline; however, Todd’s individual cash comp/targets are not disclosed, limiting granular pay-for-performance assessment for him specifically .
- Ownership alignment and risk controls: Beneficial stake (≈0.27% of outstanding on a 60-day basis) plus strict anti-hedging/pledging policy reduce misalignment and leverage risk; no pledging disclosed .
- Execution track record: Human capital outcomes coincided with significant operating improvements in 2024 (profitability inflection, margin expansion, cash generation), supporting confidence in organizational execution under the CPO function .