Brian Herb
About Brian Herb
Brian Herb (age 52) is Executive Vice President, Chief Financial and Administrative Officer at CCC Intelligent Solutions, serving since February 2020; previously CFO, North America at Experian (2015–2020) and began his career in assurance at Ernst & Young. He holds a BS in Accounting (Miami University of Ohio) and an MBA (Kellogg, Northwestern) . Under CCC’s 2024 performance, revenue grew 9% to $944.8M and adjusted EBITDA grew 12% to $397.4M (42% margin), which underpinned 2024 AIP certification at 74.8% of target for NEOs (excluding CEO) . From the business combination (Aug 2, 2021) to Dec 31, 2024, supplemental TSR grew to $117 vs $118 for the peer group (+17% vs +18%), indicating near-peer alignment over that interval .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Experian | CFO, North America | 2015–2020 | Senior finance leadership for North America segment |
| Ernst & Young | Assurance (early career) | Not disclosed | Audit/assurance foundation |
External Roles
- No public company directorships or external roles disclosed for Herb in the 2025 proxy .
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 583,931 | 607,288 | 631,580 |
| All Other Compensation ($) | 12,207 | 16,383 | 28,839 |
| Detail of 2024 Perqs ($) | Health/insurance 887; 401(k) match 12,075; parking 1,020; parking gross-up 811; connectivity stipend 480; health club 2,066; gross-up on health club 1,643; executive financial planning 9,858; total 28,839 |
Additional 2024 base salary setting and increases:
- CFO base pay increased from $612,726 (2023) to $637,235 (effective March 2024) .
Ownership guidelines and policies:
- Stock ownership guideline for CFO: 3x base salary; five-year compliance window .
- Anti-hedging and anti-pledging (and margin) prohibitions without pre-approval per Insider Trading Policy .
- Clawback policy compliant with Nasdaq Rule 5608 and Exchange Act 10D (3-year lookback on restatements) .
Performance Compensation
Annual Incentive Plan (AIP) – FY 2024 Design and Payout
| Metric | Weight | Threshold (30% payout) | Target (100%) | Max (200%) | Actual | Company Payout Factor |
|---|---|---|---|---|---|---|
| Revenue (ex-China) ($M) | 60% | 919.7 | 952.4 | 1,045.3 | 938.0 | 74.8% of target (company-wide) |
| Adjusted EBITDA (ex-China; bonus-adjusted) ($M) | 40% | 414.7 | 438.9 | 490.3 | 423.1 | 74.8% of target (company-wide) |
| Outcome | 2024 AIP certified at 74.8% of target; Herb individual performance multiplier: 100% |
Herb’s 2024 AIP payout detail:
- Salary basis $632,146; target $316,073; company multiplier 74.8%; individual multiplier 100%; award paid $236,423 .
Long-Term Equity – FY 2024 Grants and Vesting Structure
| Grant Type | Grant Date | Target/Units | Vesting/Performance |
|---|---|---|---|
| RSUs | Mar 6, 2024 | 135,022 | 25% per year over 4 years, service-based |
| PSUs (Revenue CAGR) | Mar 6, 2024 | 67,511 target | 3-year performance (through 12/31/2026); 50–200% payout; metric = revenue CAGR |
| PSUs (Adj. EBITDA margin) | Mar 6, 2024 | 67,511 target | 3-year performance (through 12/31/2026); 50–200% payout; metric = adjusted EBITDA margin |
Recent performance PSU certifications and share issuances (Feb 27, 2025):
- 2022 revenue CAGR PSUs: payout 85.61%; Herb received 60,689 shares .
- 2021 TSR PSUs (modified in 2023 to relative TSR, capped 100%): payout 100%; Herb received 75,000 shares .
Multi-Year Compensation Summary (Total and Mix)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards ($) | 2,775,995 | 4,704,753 | 3,200,021 |
| Non-Equity Incentive ($) | 334,230 | 312,994 | 236,423 |
| Total Compensation ($) | 3,706,363 | 5,641,417 | 4,096,863 |
Program governance notes:
- 2023 modification of 2021/2022 TSR PSUs to relative TSR, with 2021 capped at 100% payout, contributed to 2023 accounting impacts and influenced compensation actually paid .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Apr 1, 2025) | 1,467,820 shares; less than 1% of outstanding |
| Options Outstanding (as of 12/31/2024) | Time-based and performance-based options from 2017/2020 plans; e.g., 442,715 exercisable and 110,679 unexercisable at $4.05 (4/1/2030), plus 553,394 exercisable at $4.05 (4/1/2030) |
| Unvested RSUs (12/31/2024) | 37,500 (2021); 70,889 (2022); 126,690 (2023); 135,022 (2024); with corresponding market values at $11.73 reference price |
| Unvested PSUs (12/31/2024) | 75,000 (2021 TSR – later certified 100%); 70,888 (2022 TSR target); 60,689 (2022 revenue CAGR – later paid); 84,460 (2023 revenue CAGR target); 84,459 (2023 adj. EBITDA margin target); 67,511 (2024 revenue CAGR target); 67,511 (2024 adj. EBITDA margin target) |
| Hedging/Pledging | Prohibited without pre-approval; pledging and margin accounts restricted |
| Ownership Guideline | CFO 3x base salary within 5 years; only shares held outright count |
| 2024 Vesting/Exercise Activity | 218,508 shares acquired on vesting (value realized $2,542,481); no option exercises for Herb in 2024 |
Vesting cadence and potential supply overhang:
- RSUs vest 25% annually on grant anniversaries (notably March 6 for 2023/2024 awards; March 23 for 2022 awards; Oct 21 for 2021 awards), and PSUs settle after performance certification (e.g., Feb 27, 2025), which can create predictable liquidity events around these dates .
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment Agreement | Initial 3-year term (auto-renewals); initial base $550,000 (now $637,235 as of Mar 2024); target bonus 50% of base |
| Restrictive Covenants | Non-compete, non-solicit (12 months post-employment), NDA, IP assignment |
| Severance (No Cause / Good Reason) | 12 months base salary; pro rata greater of target or actual annual bonus; up to 12 months subsidized COBRA; subject to release and compliance |
| Change-in-Control (CIC) – RSUs | If not assumed: unvested RSUs vest at CIC; if assumed: continue vesting; if terminated without cause within 1 year post-CIC: remaining RSUs vest (double-trigger) |
| Change-in-Control (CIC) – PSUs | If not assumed: settle at greater of actual/target as of CIC; if assumed: convert to RSUs based on greater of actual/target as of CIC; vest at end of original period, with double-trigger acceleration on qualifying termination within 1 year post-CIC |
| Clawback | Applies to incentive-based compensation under restatement scenarios per Nasdaq Rule 5608/Exchange Act 10D |
Severance value illustration (assuming 12/31/2024 event):
- Salary severance $637,235; AIP payment $318,618; COBRA $19,494; total $975,347 for Herb .
Compensation Structure Analysis
- Pay mix and leverage: For non-CEO NEOs (including CFO), average 2024 mix was 16% base, 8% target AIP, 76% LTI; 84% variable, 46% performance-tied (PSUs), indicating high at-risk orientation .
- AIP rigor: 2024 AIP based 60% on revenue (ex-China) and 40% on adjusted EBITDA (ex-China; bonus-adjusted); actual results yielded 74.8% payout, and Herb’s individual multiplier was 100% .
- Equity program trends: Elimination of stock options in favor of RSUs/PSUs since 2021; PSU metrics center on multi-year revenue CAGR and adjusted EBITDA margin; 2023 modification of TSR PSUs to relative TSR (2021 capped at 100%) altered risk-reward and accounting outcomes .
- Governance strengths/weaknesses: Clawback in place; hedging/pledging restricted; ownership guidelines set for CFO; however, 2024 say-on-pay support was 68% (below typical norms), prompting shareholder outreach but no 2025 plan design changes yet .
Performance & Track Record
| Indicator | Detail |
|---|---|
| 2024 Operating Results | Revenue $944.8M (+9% YoY); adjusted EBITDA $397.4M (+12% YoY); 42% margin |
| AIP Certification | 2024 Company performance certified at 74.8% of target; Herb individual multiplier 100% |
| TSR Context | Supplemental TSR from Aug 2, 2021 to Dec 31, 2024: CCC $117 vs peer $118 (near-peer alignment) |
| Notable Achievements | AIP multiplier for Herb cited “leadership resulting in continued financial performance of CCC” |
Compensation Peer Group and Committee
- 2024 peer group (20 U.S. software companies) included: Altair, AppFolio, AspenTech, Bentley, BlackLine, Confluent, Elastic, FICO, Guidewire, Informatica, Manhattan Associates, nCino, Pegasystems, Procore, PTC, Q2, Tyler, Veeva, Vertex, Workiva .
- Committee/Advisor: Human Capital & Compensation Committee; independent consultant Alpine Rewards; no conflicts identified .
- Target percentile: Peer data used as market check; no explicit percentile targets disclosed .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: ~68% .
- Company response: Engagement with top holders (~42% of outstanding excluding Advent) on program design; received general support, commentary on 2023 PSU modifications; no 2025 design changes announced .
Risk Indicators & Red Flags
- 2024 say-on-pay at 68% signals investor scrutiny on design/outcomes .
- 2023 PSU modifications from absolute to relative TSR (with caps) can be perceived as plan retuning; disclosed impacts to compensation actually paid .
- Perquisite-related tax gross-ups exist (e.g., health club gross-up for Herb), though absolute values are modest .
- Hedging/pledging restricted by policy; no pledging disclosed, reducing alignment concerns .
Investment Implications
- Alignment and retention: Herb’s package is heavily equity-based with multi-year PSUs on revenue CAGR and EBITDA margin, supporting operational alignment; stock ownership guideline (3x salary) and anti-hedging/pledging policy further align interests .
- Near-term supply dynamics: Predictable RSU vesting cycles (notably March) and recent PSU settlements (Feb 27, 2025 distributions of 135,689 shares to Herb across two awards) may create episodic selling windows; 2024 shows no option exercises by Herb but significant RSU vesting .
- Governance watch items: Sub-70% say-on-pay support and prior PSU modifications suggest continued investor focus on pay-for-performance calibration; however, clawback and double-trigger CIC equity treatment are positives .
- Execution risk: AIP and PSUs tie to revenue and profitability quality; sustained delivery on 2024’s 9% revenue and 12% adjusted EBITDA growth trajectory is key for PSU outcomes through 2026 .
Document sources: CCC Intelligent Solutions Holdings Inc. DEF 14A filed Apr 8, 2025. Citations embedded above by section and table cell.