Mary Jo Prigge
About Mary Jo Prigge
Executive Vice President and Chief Service Delivery Officer at CCC Intelligent Solutions (CCCS). Age 67 (2025 proxy) with >27 years at CCC: joined in 1998; President of Service Operations (2000–2021); EVP since 2021. Bachelor’s in Marketing, Kelley School of Business, Indiana University; prior industry roles at Safelite Auto Glass, Vistar/USA-GLAS, and AM International; served on the Collision Repair Education Foundation Board of Trustees (past Vice Chair and treasurer) . Compensation is heavily aligned to revenue growth and adjusted EBITDA margin via PSUs; the 2021 CAGR-based PSU cohort for non-PEO NEOs (including Prigge) paid out at 137.78% based on audited performance, evidencing strong multi-year execution against growth targets .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CCC Intelligent Solutions | President, Service Operations | 2000–2021 | Led service operations through significant platform scaling; role transitioned post-SPAC/business combination |
| CCC Intelligent Solutions | EVP, Chief Service Delivery Officer | 2021–Present | Oversees service delivery; executive leadership continuity and operational performance accountability |
| CCC Intelligent Solutions | EVP, Operations | 1998–2000 | Early leadership in operations after joining CCC in 1998 |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Collision Repair Education Foundation | Board of Trustees; past Vice Chair and treasurer | Not disclosed | Industry engagement; talent pipeline and training support for collision repair ecosystem |
| Safelite Auto Glass | Senior Vice President | 1998 | Operational leadership in auto glass replacement industry |
| Vistar/USA-GLAS | Senior roles | 1991–1998 | Industry operations experience prior to CCC |
| AM International, Inc. | Positions held | Not disclosed | Early career foundation |
Fixed Compensation
| Metric | 2017 Initial | Mar 2021 | Mar 2022 | Mar 2023 |
|---|---|---|---|---|
| Base Salary ($) | $444,808 | $500,635 | $520,661 | $541,487 |
| Target Bonus (% of salary) | 50% | 50% | 50% | 50% |
Multi-year compensation summary (as disclosed):
| Metric | FY 2022 | FY 2023 |
|---|---|---|
| Salary ($) | $516,039 | $536,681 |
| Stock Awards ($, FASB ASC 718) | $1,388,001 | $2,352,373 |
| Non-Equity Incentive Plan ($) | $295,370 | $276,603 |
| All Other Compensation ($) | $15,008 | $19,211 |
| Total ($) | $2,214,418 | $3,184,868 |
Perquisites detail (FY 2023):
| Item | Amount ($) |
|---|---|
| Individual health/supplemental insurance premiums | $5,223 |
| 401(k) match | $9,900 |
| Health club reimbursement | $1,356 |
| Health club gross-up | $555 |
| HQ parking reimbursement | $1,200 |
| HQ parking gross-up | $497 |
| Connectivity stipend | $480 |
| Total perquisites | $19,211 |
Performance Compensation
Annual Incentive Plan (AIP) – design and metrics:
| Year | Metric | Weight | Threshold ($M) | Target ($M) | Maximum ($M) | Actual ($M) | Company Payout Factor |
|---|---|---|---|---|---|---|---|
| FY 2023 | Revenue; Adjusted EBITDA | 60%; 40% | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed (individual payouts disclosed elsewhere) |
| FY 2024 | Revenue (ex-China); Adjusted EBITDA (ex-China; excl. bonus impact) | 60%; 40% | $919.7; $414.7 | $952.4; $438.9 | $1,045.3; $490.3 | $938.0; $423.1 | 74.8% of target |
AIP payout (FY 2023, Prigge): $276,603 non‑equity incentive paid for FY 2023 performance .
Long-term incentives (2023 grants for Prigge):
| Grant Date | Award Type | Target/Units | Grant-date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 3/6/2023 | PSU – Revenue CAGR | Target 42,230; Threshold 21,115; Max 84,460 | $375,002 | Earns 50–200% based on 3-year Revenue CAGR; vests upon committee certification |
| 3/6/2023 | PSU – Adjusted EBITDA Margin | Target 42,230; Threshold 21,115; Max 84,460 | $375,002 | Earns 50–200% based on 3-year adjusted EBITDA margin; vests upon committee certification |
| 3/6/2023 | RSU | 84,460 | $750,005 | 25% per year over 4 years from grant date (subject to continued service) |
Prior PSU performance (2011-cycle certified in 2024):
| PSU Cohort | Performance Metric | Payout % | Shares Distributed to Prigge |
|---|---|---|---|
| 2021 PSUs | Compounded Average Revenue Growth Rate | 137.78% (non-PEO NEOs) | 51,668 shares (distributed Mar 1, 2024; pre-tax) |
Equity award mix policy: Stock options eliminated from employee grants since 2021; annual RSU/PSU grants generally approved in Q1; no MNPI timing of awards .
Equity Ownership & Alignment
Beneficial ownership (as of April 1, 2024):
| Holder | Shares | % of Outstanding |
|---|---|---|
| Mary Jo Prigge | 1,378,726 | <1% of 614,257,735 shares |
Outstanding equity awards (as of Dec 31, 2023; using $11.39/share):
| Award | Units | Key Terms | Market/Payout Value Basis |
|---|---|---|---|
| Stock Options (Exercisable) | 11,625 at $2.50 strike; exp. 7/10/2027 | Legacy 2017 option; performance options fully vested in connection with business combination; conversion details under Equity Plan | $11.39 price used for valuations |
| RSUs (unvested) | 37,500; 53,167; 84,460 | RSUs vest 25% annually over 4 years from grant date | Market values disclosed per unit cohorts |
| PSUs (unearned/subject to performance) | 51,668; 70,890; 70,886; 84,460; 42,230 | Performance conditions on Relative TSR (modified 12/14/2023), Revenue CAGR, and adjusted EBITDA margin; 50–200% vesting scale |
Ownership guidelines and restrictions:
- Stock ownership guidelines: Section 16 executive officers must hold 2x annual base salary in shares; compliance expected within 5 years of becoming covered .
- Anti‑hedging and anti‑pledging policy: Hedging and pledging of company stock are prohibited without prior clearance; pledging as collateral specifically prohibited .
Implications:
- RSU cadence creates predictable vesting dates that can create periodic selling pressure; however, anti‑pledging mitigates collateralized selling risk .
- Options with $2.50 strike are in‑the‑money versus $11.39 valuation basis, implying exercisable economic value; confirms alignment via legacy options and current RSU/PSU structure .
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | Initial term 3 years (auto-renewals); Originally President of Service Operations (Apr 2017), promoted to EVP, Chief Service Delivery Officer (Feb 3, 2021) |
| Target Bonus | 50% of annual base salary |
| Restrictive Covenants | Non-compete, non-solicit, non-hire, non-solicit of business relationships during employment and 12 months thereafter; perpetual NDA; IP assignment |
| Severance (without cause or for good reason) | 12 months’ base salary (monthly installments), pro rata or actual bonus (greater of), subsidized COBRA up to 12 months; subject to release and compliance |
| “Cause” definition | Felony conviction/plea; fraud involving dishonesty injurious to CCC; willful refusal to perform duties; materially injurious conduct |
Quantified severance (assuming Dec 31, 2023 termination):
| Component | Amount ($) |
|---|---|
| Salary Continuance | $541,487 |
| AIP Bonus Payment | $270,744 |
| Continued Health Coverage | $5,256 |
| Total | $817,487 |
Change-in-control economics:
| Scenario | PSU Value ($) | RSU Value ($) | Options Value ($) | Total ($) |
|---|---|---|---|---|
| CIC – No Assumption | $2,623,664 | $1,994,697 | $0 | $4,618,360 |
| CIC – Assumed + Termination Without Cause within 1 year | $2,623,664 | $1,994,697 | $0 | $4,618,360 |
| Death/Disability | $1,539,279 PSUs; $655,927 RSUs; Total $2,195,206 |
Award treatment on CIC and termination:
- RSUs: If not assumed, unvested RSUs vest at CIC; if assumed, remain on schedule; if terminated without cause within 1 year post-CIC, unvested assumed RSUs vest (double-trigger) .
- PSUs: If not assumed, payout in cash based on greater of actual or target performance (unvested forfeited); if assumed, PSUs convert to RSUs based on greater of actual or target and vest on Dec 31, 2023; unvested converted RSUs vest upon termination without cause within 1 year post-CIC (double-trigger) .
Compensation Structure Analysis
- Shift from options to RSUs/PSUs beginning in 2021 aligns with lower risk equity incentives and retention focus; options eliminated for employees since 2021 .
- Performance metrics increasingly focus on financial outcomes controllable by management: revenue CAGR and adjusted EBITDA margin, replacing absolute TSR for PSU design in 2023 .
- Modification of 2021/2022 TSR-based PSUs on Dec 14, 2023 resulted in additional FASB ASC 718 “modification charges” for NEOs; for Prigge, incremental values disclosed ($419,250 for 2021 PSU modification; $433,113 for 2022 PSU modification), a governance caution that warrants monitoring for pay outcomes vs. shareholder value .
Risk Indicators & Red Flags
- Equity award modifications (Dec 2023) represent a potential red flag for pay design stability; monitor impact on realized pay vs. performance .
- AIP 2024 company performance certified at 74.8% of target, reflecting below-target results against revenue and adjusted EBITDA goals; tighten link to payouts via individual multipliers as applied to other NEOs .
- Anti-hedging and anti-pledging policies reduce alignment risks; no pledging permitted .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 1,378,726 shares; <1% of outstanding as of Apr 1, 2024 |
| Ownership Guidelines | Section 16 executives: 2x annual base salary; 5-year compliance window |
| Hedging/Pledging | Prohibited without prior clearance; pledging as collateral barred |
| Vested vs. Unvested | Significant RSUs outstanding with 25% annual vest; multiple PSU tranches tied to multi‑year financial metrics |
Employment & Contracts
| Item | Detail |
|---|---|
| Start Date | Employment agreement April 2017 (President of Service Operations) |
| Promotion | EVP, Chief Service Delivery Officer on Feb 3, 2021 |
| Term & Renewal | Initial 3 years; auto one-year renewals |
| Non-Compete | 12 months post-employment; non-solicit/hire and business non-solicit also 12 months |
| Severance | 12 months salary; greater of pro rata or actual bonus; subsidized COBRA up to 12 months; release required |
| “Cause”/“Good Reason” | Definitions provided; good reason includes compensation breaches, material diminution, etc. (framework described) |
Investment Implications
- Alignment: High pay-for-performance linkage through PSUs tied to revenue CAGR and adjusted EBITDA margin; strong 2021 PSU payout evidences execution over multi-year horizon .
- Retention: 12‑month non‑compete and severance package provide moderate retention incentives; RSU 4‑year vesting cadence supports ongoing alignment but creates scheduled vest-related selling windows .
- Governance watchpoints: Equity award modifications in Dec 2023 increased accounting value; monitor future use of modifications and outcomes of relative TSR tranches vs. financial PSUs .
- Ownership: Meaningful personal stake (1.38M shares) under stringent anti-hedging/pledging policies; guidelines require minimum holdings at 2x salary, reinforcing long-term alignment .
- Performance backdrop: FY 2024 AIP certified at 74.8% suggests headwinds vs. targets; any repeated sub-target outcomes could dampen PSU realizations and reduce realized pay, but design maintains sensitivity to financial performance .