John Goodson
About John Goodson
John Goodson, age 60, is Executive Vice President and Chief Product and Technology Officer at CCC Intelligent Solutions (CCCS) since January 2023, after serving as SVP & CTO (Aug 2021–2022) and SVP, Product Development (Aug 2020–Aug 2021). He previously led product and technology roles at Verint (SVP/GM, Products & Customer Engagement Solutions, 2015–2020) and Progress Software (Chief Product Officer and CTO, 2003–2015). He holds a B.S. in Computer Science from Virginia Tech. Company performance under his tenure includes FY2024 revenue of $944.8M (+9% YoY), adjusted EBITDA $397.4M (+12% YoY) with a 42% adjusted EBITDA margin; supplemental TSR from Aug 2, 2021 to Dec 31, 2024 was +17% versus peer group +18%.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CCC Intelligent Solutions | EVP, Chief Product & Technology Officer | Jan 2023–present | Executive leadership of product and technology; 2024 product launches recognized via 100% individual AIP multiplier. |
| CCC Intelligent Solutions | SVP, Chief Technology Officer | Aug 2021–2022 | Led technology organization post-SPAC, aligning platforms and roadmaps. |
| CCC Intelligent Solutions | SVP, Product Development | Aug 2020–Aug 2021 | Drove product development through public listing preparation. |
| Verint | SVP & GM, Products and Customer Engagement Solutions | May 2015–Aug 2020 | General management of customer engagement product portfolio. |
| Progress Software | Chief Product Officer; Chief Technology Officer (various) | 2003–2015 | Senior product and technology leadership in enterprise software. |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | The proxy lists employment roles only; no public company directorships or external board roles disclosed for Goodson. |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary (earned, $) | $484,462 | $514,496 | $530,846 |
| Target Bonus (% of salary) | 50% | 50% | 50% |
| Non-Equity Incentive Paid (AIP, $) | $277,295 | $265,188 | $198,715 |
| Stock Awards (grant-date fair value, $) | $1,619,337 | $3,244,449 | $2,400,004 |
| All Other Compensation (perqs, $) | $13,293 | $18,223 | $20,524 |
| Total Compensation ($) | $2,422,118 | $4,042,356 | $3,150,089 |
Performance Compensation
2024 Annual Incentive Plan (AIP) Design and Outcomes
| Metric | Weighting | Threshold ($M) | Target ($M) | Maximum ($M) | Actual ($M) | Company Payout vs Target | Individual Multiplier | Goodson 2024 AIP Paid ($) |
|---|---|---|---|---|---|---|---|---|
| Revenue (ex-China) | 60% | $919.7 | $952.4 | $1,045.3 | $938.0 | 74.8% | 100% (product launches) | $198,715 |
| Adjusted EBITDA (ex-China, bonus-adjusted) | 40% | $414.7 | $438.9 | $490.3 | $423.1 | 74.8% | 100% | Included above |
2024 Long-Term Incentives (granted March 6, 2024)
| Award Type | Performance metric | Weighting | Performance period | Threshold Payout | Target Payout | Max Payout | Goodson Target Shares |
|---|---|---|---|---|---|---|---|
| PSU | Revenue CAGR | 50% | FY2024–FY2026 | 50% | 100% | 200% | 50,633 |
| PSU | Adjusted EBITDA Margin | 50% | FY2024–FY2026 | 50% | 100% | 200% | 50,633 |
| RSU | Time-vested | — | 4-year ratable (25%/yr) starting 3/6/2025 | n/a | n/a | n/a | 101,266 |
Certified vesting (February 27, 2025)
| Grant | Metric | Performance period | Payout level | Goodson shares distributed |
|---|---|---|---|---|
| 2022 PSU | Revenue CAGR (with min adj. EBITDA margin) | FY2022–FY2024 | 85.61% | 35,402 |
| 2021 PSU (modified in 2023) | Relative TSR vs Russell 3000 | Aug 2, 2021–Dec 31, 2024 | 100% | 43,750 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 607,437 shares; <1% of outstanding (658,943,785 shares as of Apr 1, 2025). |
| Vested vs unvested RSUs | Unvested RSUs by grant at 12/31/2024: 101,266 (2024), 95,018 (2023), 41,352 (2022), 21,875 (2021). |
| Outstanding PSUs (unearned at 12/31/2024) | 50,633 (2024 revenue), 50,633 (2024 margin), 63,345 (2023 revenue), 63,345 (2023 margin); 41,351 (2022 revenue) shown as earned and later vested in early 2025; 43,750 (2021 TSR) shown as earned and later vested in early 2025. |
| Options – exercisable | 164,330 (time-based, $4.05, exp. 9/24/2030); 255,413 (performance-based, fully vested, $4.05, exp. 9/24/2030). |
| Options – unexercisable | 51,083 (time-based remaining), $4.05, exp. 9/24/2030. |
| Ownership guidelines | Section 16 executives must hold 2x annual base salary; five-year compliance window. |
| Hedging/pledging | Prohibited without pre-approval; insider trading policy restricts hedging and pledging, including margin accounts. |
| 2024 vesting and sales pressure indicator | 134,502 shares vested for Goodson in 2024 (value realized $1,566,526). |
Employment Terms
| Term | Details |
|---|---|
| Agreement & role | Employment agreement signed Aug 2021 (as SVP, CTO); promoted to EVP, CPTO Jan 5, 2023. Initial 3-year term with automatic one-year renewals. |
| Base salary & bonus target | Initial base $470,000; $535,600 as of March 2024; target annual bonus 50% of base. |
| Restrictive covenants | Non-compete/non-solicit/non-hire during employment and for 12 months post-termination; perpetual confidentiality; IP assignment. |
| Severance (without cause / good reason) | 12 months salary; lump-sum bonus equal to greater of pro-rata target or actual; up to 12 months COBRA subsidy; subject to release and compliance. |
| Cause / Good Reason (summary) | Cause includes felony conviction, fraud, willful refusal, materially injurious conduct; Good Reason includes material reduction in position/duties or base salary, with notice and cure periods. |
| Change-in-control (CIC) – equity treatment | RSUs: if not assumed, unvested RSUs vest at CIC; if assumed, continue schedule; vest if terminated without cause within 1 year post-CIC. PSUs: if not assumed, vest/settle in cash at greater of actual/target at CIC; if assumed, convert to RSUs based on greater of actual/target and vest at period end; vest if terminated without cause within 1 year post-CIC. |
| Clawback | Complies with Nasdaq Rule 5608 and Exchange Act 10D; recovery of excess incentive comp upon restatement for current/former executive officers within 3 fiscal years. |
| Program governance | Company highlights “No single-trigger accelerated vesting upon a change in control” as a practice, though award agreements provide acceleration if awards are not assumed at CIC. |
Performance & Track Record
- 2024 AIP payout at 74.8% of target reflects below-target revenue and adjusted EBITDA outcomes; Goodson received a 100% individual multiplier for product launches.
- Company highlights in 2024 include expansion of AI-powered solutions, Estimate-STP live at 40+ insurers, Subrogation live at 20+ insurers, and >1,000 new collision repair rooftops added (30,500+ total), indicating product and platform execution.
- Supplemental TSR since becoming a public operating entity shows +17% for CCC vs +18% peer group from Aug 2, 2021 to Dec 31, 2024, suggesting broadly in-line shareholder value creation over Goodson’s CCC tenure.
Compensation Committee & Peer Benchmarking
- Independent compensation consultant Alpine Rewards advises on pay levels, peer group, and plan design; no conflicts of interest disclosed.
- 2024 compensation peer group includes 20 U.S. software companies (e.g., Altair, BlackLine, Confluent, FICO, Guidewire, Informatica, Pegasystems, Procore, PTC, Tyler, Veeva).
- 2024 Say-on-Pay received ~68% approval; Committee engaged top holders for feedback; acknowledged prior PSU modifications and maintained 2025 plan design.
Compensation Structure Analysis
- Mix: For non-CEO NEOs, average FY2024 mix was 16% base, 8% target annual incentive, and 76% long-term equity—84% variable, with 46% tied to pre-set performance goals.
- Shift to RSUs/PSUs: Stock options were eliminated from new grants in 2021; annual awards now RSUs and PSUs, with PSUs at 50% of annual grant for 2024—lower risk than options and more retention-oriented.
- AIP metrics consistent year-over-year (revenue 60%, adjusted EBITDA 40%); 2024 outcomes certified at 74.8%, showing formulaic pay-for-performance alignment.
- Clawback, anti-hedging, and anti-pledging policies tighten governance; stock ownership guidelines require 2x salary for Section 16 officers.
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Alignment | Significant unvested RSUs and multi-year PSUs tie compensation to revenue CAGR and adjusted EBITDA margin through FY2026. |
| Supply overhang | 2025 vesting certifications delivered 79,152 shares to Goodson (35,402 revenue PSUs and 43,750 TSR PSUs), and ongoing RSU schedules imply periodic vesting events (first 2024-grant tranche on Mar 6, 2025). |
| Pledging/Hedging | Prohibited without pre-approval; no pledging or hedging disclosed for Goodson. |
Employment Terms (Severance & CIC Economics)
| Component | Economics / Triggers |
|---|---|
| Severance cash | 12 months base salary; bonus (greater of pro-rata target or actual) at separation; COBRA subsidy for up to 12 months (release and covenants required). |
| CIC equity | RSUs accelerate if not assumed; PSUs settle at greater of actual/target if not assumed; if assumed, PSUs convert to RSUs and vest later; double-trigger vesting upon termination without cause within 1 year post-CIC. |
Investment Implications
- Pay-for-performance alignment is robust: heavy PSU weighting (revenue CAGR and adjusted EBITDA margin) over FY2024–FY2026 should tether realizable pay to profitable growth; 2024 AIP (74.8% payout) evidences formulaic discipline.
- Near-term supply from vesting: RSU schedules + certified 2021/2022 PSU distributions in Q1 2025 increase potential selling pressure; monitor Form 4s for dispositions around March and late Q1 dates.
- Retention risk appears moderate: 12-month severance, double-trigger CIC vesting, and significant unvested equity across RSUs/PSUs support retention; non-compete of 12 months post-termination tightens exit optionality.
- Alignment safeguards: ownership guidelines (2x salary), clawback, and anti-hedging/pledging policies strengthen governance and reduce misalignment risk; 2024 Say-on-Pay at 68% signals investors are engaged and may scrutinize PSU goal rigor.