Carle Quinn
About Carle Quinn
Carle Quinn is Chief Operating Officer of Digimarc (appointed June 1, 2025) after serving as Executive Vice President and Chief People Officer since April 29, 2024; she is 49 years old . Her background spans Chief People Officer at Workato, Global VP GTM Strategy & Customer Value at Citrix (leading initiatives that more than doubled growth in key solution areas), and Global VP of Value Experience at SAP SuccessFactors (driving a 50% increase in conversion rates), with earlier experience at GE, IBM, and QVC . Company performance context during her tenure includes 2024 Gross New ARR of $5.2M (company-wide annual incentive paid at 96% of target) and 2024 TSR index value of 94.9 with GAAP net loss of $39.0M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Workato | Chief People Officer | Not disclosed | Contributed to rapid growth; led people-first strategy at scale |
| Citrix | Global VP, GTM Strategy & Customer Value | Not disclosed | Led customer engagement transformation; more than doubled growth in key solution areas |
| SAP SuccessFactors | Global VP, Value Experience | Not disclosed | Oversaw 400+ global team; 50% increase in conversion rates; exceeded growth targets |
| GE; IBM; QVC | Various leadership roles | Not disclosed | Built cross-functional expertise in operations, technology, and customer value |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships or committee roles disclosed in company filings |
Fixed Compensation
| Element | Ms. Quinn Disclosure | Company Policy / Context |
|---|---|---|
| Base salary | Not disclosed (not a Named Executive Officer in 2024) | Base salary set to market; reviewed annually alongside responsibility, experience, and market data |
| Target bonus % | Not disclosed | Executives participate in annual cash incentive plan with 0–200% payout range against pre-set goals |
| Actual bonus (2024) | Not disclosed | Company-wide 2024 annual incentive paid at 96% of target; all executives tied to same goals |
| Equity awards (RSUs/PRSUs) | Not disclosed for Ms. Quinn | Executives receive long-term incentives in RSUs (time-based, quarterly vest over 3 years) and PRSUs (3-year cliff vest, 0–200% based on performance) |
| Options | Not disclosed | Program emphasizes RSUs/PRSUs; options permitted under 2018 Plan but limited usage in recent years |
Performance Compensation
| Metric | Weighting | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|
| Gross New ARR Growth (FY2024) | 65% | 22.5% | 30% | 23% | 71.0% |
| Q4 Adjusted Non-GAAP Net Income Improvement (2024 vs. 2023) | 35% | 15% | 25% | -8% | 0% |
| Communication & Collaboration (employee survey) | 12.5% | 77.0 | N/A | 77.0 | 12.5% |
| Strategic Operating Objectives (score 1–5) | 12.5% | 3.75 | N/A | 4.07 | 12.5% |
| Total Annual Incentive Payout (2024) | — | — | — | — | 96.0% of target |
Long-Term Incentive PRSU framework and recent outcomes:
| Metric | Weighting | Threshold | Target | Maximum | Actual | Vesting Outcome |
|---|---|---|---|---|---|---|
| 3-Year Subscription Revenue CAGR (2022–2024) | 50% | 26% | 40% | 53% | 32.6% | Contributed to 90% total PRSU vesting |
| rTSR vs. S&P US Small Cap Software & Services (start 1/1/2024 for current cycle; 2022–2024 for vesting) | 50% | 25th %ile | 50th %ile | 75th %ile | 51.7th %ile | Contributed to 90% total PRSU vesting |
Vesting schedules:
- RSUs: vest quarterly over three years (time-based) .
- PRSUs: cliff vest after a three-year performance period; payout 0–200% based on subscription revenue CAGR and relative TSR vs. index constituents .
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 6x base pay; CFO 3x; other named executive officers 2x; 50% of net vested shares retained until compliant .
- Anti-hedging/anti-pledging: company prohibits hedging, pledging, short sales, margin purchases, and derivatives; applies to all officers and employees .
- Beneficial ownership: not disclosed for Ms. Quinn in the 2025 proxy’s beneficial ownership table; she was not a 2024 NEO and does not appear among listed holders .
- Equity-heavy compensation program: Digimarc emphasizes equity over cash vs. peers; plan amendments seek additional share pool to support equity-based pay and conserve cash .
Employment Terms
- Executive Retention Agreements (effective for terminations after Jan 1, 2025): for executive officers, provide 12 months’ salary and up to 18 months’ health premiums upon termination without cause or for good reason; if within 3 months before or 12 months after a change in control, also pro rata target bonus and equity vesting; CEO receives 18 months’ salary; release required .
- Change-of-control mechanics under 2018 Plan: service-vested awards accelerate immediately prior to a change in control unless awards are assumed; if assumed, double-trigger acceleration applies upon qualifying termination within one year; PRSUs/Performance awards treated per plan terms; committee retains discretion .
- Clawback policies: SEC Rule 10D-1 compliant recoupment for restatements; expanded corporate policy allows clawback for fraud causing restatement, sexual harassment, or detrimental conduct causing material financial/reputational harm .
- Perquisites/tax gross-ups: none; the company does not provide perquisites or excise tax gross-ups .
Investment Implications
- Alignment: Quinn participates in Digimarc’s pay-for-performance architecture (annual plan tied to ARR and adjusted earnings; LTI tied to subscription revenue CAGR and rTSR), with strict ownership retention and anti-hedging/pledging—positive for shareholder alignment .
- Retention risk: New executive retention agreements with salary continuation, health coverage, and change-of-control protections lower near-term departure risk; equity vesting in CoC window provides meaningful retention economics without single-trigger windfalls—balanced but watch equity pool expansion .
- Selling pressure: Company-wide RSUs vest quarterly, which can create periodic supply; retention of 50% of net shares until guideline compliance mitigates some near-term selling; lack of disclosed individual holdings for Quinn limits visibility—monitor Form 4s post-COO promotion .
- Execution track record: Documented operational impact at prior roles (doubling growth at Citrix, conversion rate gains at SAP SuccessFactors) suggests process rigor and scaling expertise, aligned with DMRC’s operational excellence mandate; however, DMRC’s 2024 net loss and sub-par TSR index value underscore execution dependence and market sensitivity .