Andrew Cartledge
About Andrew Cartledge
Andrew Cartledge serves as President & Treasurer of E2open Parent Holdings, Inc. (ETWO) following ETWO’s August 3, 2025 acquisition by WiseTech Global; he signed ETWO’s August 4, 2025 Form 8‑K and the August 14, 2025 Form 15 terminating registration . He is a long‑tenured WiseTech executive: CFO (2015–2024), Interim CEO (Oct 2024–Jul 2025), and Senior Advisor to the Board through end‑2025, after a 35‑year global finance career including GE CFO roles; education: BA (Hons), Manchester University . Company performance context at ETWO during FY2023–FY2025: TSR fell sharply in FY2025, net losses widened, while adjusted EBITDA remained >$215 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| WiseTech Global | CFO | 2015–2024 | Led IPO in 2016; executed 50+ acquisitions; grew revenue from A$70m to A$1,042m (FY15–FY24) . |
| WiseTech Global | Interim CEO | Oct 2024–Jul 2025 | Oversaw transition before appointment of permanent CEO; continued strategic integration . |
| WiseTech Global | Senior Advisor to the Board | Jul–Dec 2025 | Advisory focus on key projects and M&A integration . |
| General Electric (GE) | CFO roles (Australia/NZ/PNG; senior finance positions globally) | ~1990s–2015 | Senior finance leadership across GE businesses . |
| E2open Parent Holdings (ETWO) | President & Treasurer (post‑merger officer) | Aug 2025–present | Corporate officer post‑merger; signed SEC deregistration and post‑effective amendments . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Compu‑Clearing Outsourcing Ltd. | Director (prior) | n/a | Historical board role (external) . |
Fixed Compensation
- Not disclosed for Andrew Cartledge at ETWO. ETWO’s FY2025 base salaries disclosed for NEOs did not include Cartledge (he was not an ETWO NEO) .
Performance Compensation
- ETWO FY2025 annual cash incentive plan design (for NEOs; alignment context for ETWO): 60% organic subscription revenue growth, 40% adjusted EBITDA; cliffs for misses; net payout 43.86% reflecting below‑target performance on growth and near‑target on EBITDA .
| Metric | Weight | Target | Actual | Attained (%) | Payout (%) |
|---|---|---|---|---|---|
| Organic Subscription Revenue Growth (FY25) | 60% | 0.97% | -1.6% | -165.1% | 26.5% |
| Adjusted EBITDA (FY25) | 40% | $225.0m | $214.9m | 95.5% | 69.9% |
| Net Payout | — | — | — | — | 43.86% |
Equity Ownership & Alignment
- ETWO pre‑merger had prohibitions on speculative transactions and pledging, plus stock ownership guidelines for directors and senior officers (policy context for alignment); Cartledge’s individual compliance at ETWO is not disclosed . Post‑merger ETWO became a wholly owned subsidiary of WiseTech with a new certificate of incorporation authorizing 1,000 common shares, shifting equity alignment primarily to parent‑level governance .
- Merger treatment of ETWO equity awards eliminated near‑term insider selling pressure by cashing in‑the‑money options and converting/cashing RSUs/PSUs per terms, with performance components measured at the per‑share price; details below .
Merger‑Related Equity Award Treatment (ETWO, Aug 3, 2025)
| Award Type | Performance Condition Handling | Treatment at Close | Notes |
|---|---|---|---|
| Stock Options | Measured vs $3.30 per‑share price | In‑the‑money options cashed; out‑of‑the‑money canceled without payment . | Option consideration = shares × (Per Share Price − exercise price) . |
| RSUs (various) | Performance components inoperative post‑merger | Vested/Director/Specified RSUs cashed; other RSUs converted to WiseTech equity RSUs or cash (restricted cash jurisdictions) . | $3.30 per share applied; fractional WiseTech shares rounded down . |
| PSUs | Revenue growth deemed attained 100%; stock price measured at $3.30 | Specified PSUs cashed; others converted to WiseTech equity awards or cash in restricted cash jurisdictions . | Unachieved performance components canceled without payment . |
Employment Terms
- Role and appointment: At the merger effective time, officers of the WiseTech Company Merger Sub became officers of the ETWO surviving corporation; Cartledge serves as President & Treasurer (agent for service, signatory) . Individual employment agreement terms, severance, change‑of‑control economics, non‑compete/solicit provisions for Cartledge at ETWO are not disclosed.
- ETWO disclosed transaction bonuses for its NEOs (e.g., CEO $4.6m; CFO/CHRO $0.75m) vesting 50% at close and 50% three months later with acceleration on qualifying termination; these did not include Cartledge .
Performance & Track Record
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Total Shareholder Return ($ value of $100 initial) | $62.60 | $42.70 | $23.13 |
| Net Loss ($ thousands) | $(720,202) | $(1,185,079) | $(725,785) |
| Adjusted EBITDA ($ thousands) | $217,130 | $220,333 | $215,482 |
Trading Signals and Corporate Actions
| Event | Date | Key Terms |
|---|---|---|
| WiseTech acquisition (mergers completed) | Aug 3, 2025 | ETWO shares canceled for cash at $3.30 per share; ETWO became a wholly owned subsidiary of WiseTech . |
| Delisting from NYSE | Aug 4, 2025 | Trading halted; Form 25 to delist; intention to file Form 15 to suspend reporting . |
| Warrant price window | Aug 4–Sep 3, 2025 | Warrant price temporarily reduced to $3.2947; post Sep 3 warrants deemed canceled . |
| Deregistration (Form 15) | Aug 14, 2025 | Approximate holders of record: one; signed by Andrew Cartledge, President & Treasurer . |
| Post‑effective amendments (S‑3, S‑8) | Aug 4, 2025 | Deregistered unsold securities; signed by Cartledge as President & Treasurer/agent for service . |
Investment Implications
- Compensation alignment: ETWO’s FY2025 incentive design tied to organic subscription revenue growth (60%) and adjusted EBITDA (40%) with zero‑payout cliffs; the 43.86% payout indicates disciplined pay‑for‑performance culture pre‑merger. Cartledge’s ETWO compensation is undisclosed; his WiseTech track record emphasizes revenue scaling and inorganic growth .
- Insider selling pressure: Merger mechanics eliminated most ETWO insider overhang via cashing in‑the‑money options and converting/cashing RSUs/PSUs at fixed $3.30, reducing post‑close sell pressure; warrants were canceled after a brief exercise window .
- Retention and governance: Cartledge’s role as ETWO President & Treasurer appears custodial during integration and deregistration; he is slated to retire from WiseTech at end‑2025, suggesting low long‑term retention dependence at ETWO. Post‑merger ETWO is private with new charter/bylaws and indemnification provisions typical of controlled subsidiaries, concentrating control at the parent level .
- Execution risk: ETWO’s multi‑year net losses and modest adjusted EBITDA stability underscore integration demands; WiseTech’s FY2026 margin guidance highlighted near‑term dilution from the e2open acquisition, reinforcing integration as the key lever for value realization .