John Rudella
About John Rudella
John Rudella, age 54, serves as an independent Class II director of EverCommerce (EVCM) since June 2022 and is a Director at Silver Lake; he previously served as a U.S. Navy SEAL with leadership roles and technology development experience and holds a B.S. in Aeronautical Engineering from the U.S. Naval Academy and an M.S. from the Industrial College of the Armed Forces . He is Chair of the Nominating & Corporate Governance Committee; the Board has affirmed his independence under Nasdaq rules despite his sponsor affiliation, and EverCommerce operates as a “controlled company” under Nasdaq due to PSG and Silver Lake’s voting power .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silver Lake | Director | 2014–present | Private equity investing; board service experience cited as qualification |
| U.S. Navy (SEAL) | Officer; technology development and multiple deployments | Prior to 2014 | Leadership and technology development credentials |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| First Advantage Corporation | Director | Jan 2020 | Public company board experience |
| Entrata | Director | Feb 2023 | Board service |
| Iterable | Director | Mar 2025 | Board service |
| The Station Foundation | Director | Apr 2015 | Non-profit board service |
Board Governance
| Item | Detail |
|---|---|
| Board class | Class II director; term expires at 2026 annual meeting |
| Committee memberships | Chair, Nominating & Corporate Governance (NCG); not listed on Audit or Compensation |
| NCG scope | Identifies nominees, oversees ESG/sustainability, Board evaluations, governance guidelines |
| Independence | Board determined Rudella is independent under Nasdaq rules |
| Attendance | Each director attended at least 85% of Board and committee meetings in FY2024 |
| Lead independent director | Richard A. Simonson is Lead Independent Director |
| Controlled company status | PSG and Silver Lake affiliates >50% voting power; company relies on certain governance exemptions (NCG not fully independent) |
Fixed Compensation
| Year | Fees Earned (Cash) | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| 2024 | $0 | $0 | $0 |
Non-employee director compensation policy: annual cash retainer $55,000; Lead Independent +$15,000; Audit Chair +$25,000/Member +$20,000; Compensation Chair +$20,000/Member +$15,000; NCG Chair +$20,000/Member +$10,000; annual RSU grant $200,000 vesting before next annual meeting or on first anniversary; change-in-control full acceleration .
Performance Compensation
| Metric | Director Compensation Link |
|---|---|
| Performance-based elements | None disclosed for directors; annual director equity awards are time-based RSUs when granted under policy |
Other Directorships & Interlocks
- Silver Lake designation rights: Rudella is a Silver Lake Designee; Sponsor Stockholders Agreement entitles Silver Lake to designate directors; current Silver Lake Designees are Rudella and Joseph Osnoss .
- Fellow director interlocks: Osnoss serves on Global Payments’ board and compensation/technology committees, indicating payments industry ties at the Board level (context for EVCM’s embedded payments strategy) .
- Sponsor consent rights: For as long as PSG/Silver Lake collectively own ≥30% (and each can designate ≥2 directors), specified actions (e.g., change in control, CEO termination, Board size changes, large acquisitions/dispositions) require prior written consent of both sponsors, constraining Board discretion .
Expertise & Qualifications
- Private equity and multi-board experience; technology and operations exposure through Silver Lake and prior service; Navy SEAL leadership and technology development background .
- Independence affirmed; NCG leadership with oversight of ESG/sustainability and governance processes .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| John Rudella | Not reported; “—” | <1% (“*”) | No personal EVCM share ownership disclosed |
| Silver Lake affiliates | 67,085,136 | 36.6% | Silver Lake holds significant stake; Rudella is Silver Lake Designee |
Governance Assessment
- Committee leadership and engagement: Rudella chairs NCG, which met four times in FY2024 and oversees director nominations, Board evaluations, and ESG—positive for governance process rigor .
- Independence and attendance: Board affirmed his independence; directors achieved ≥85% attendance in FY2024, supporting effective oversight .
- Alignment signals: Rudella received $0 cash and $0 equity in 2024, and has no reported personal EVCM ownership; alignment appears via sponsor’s 36.6% stake rather than personal holdings—investors may view personal “skin-in-the-game” as limited .
- Controlled company and sponsor influence: NCG Committee includes the CEO under controlled company exemptions and sponsors have broad consent rights on major corporate actions—potential constraint on Board independence and a governance risk to monitor .
- Policies: Anti-hedging policy applies to directors; compensation clawback policy in place—mitigates certain behavioral risks .
RED FLAGS
- Controlled company reliance: NCG not fully independent; CEO sits on NCG alongside the chair—heightens risk of management/sponsor influence in nominations and governance .
- Sponsor consent rights: Prior written consent needed from PSG and Silver Lake for key actions (e.g., change-in-control, CEO termination, board size changes, large transactions)—limits unilateral Board action and could affect strategic flexibility .
- Personal ownership/compensation: No disclosed personal share ownership and $0 director compensation for Rudella—potentially weaker personal economic alignment (counterbalanced by Silver Lake’s large stake) .
Notes on Related-Party Exposure
- Stockholders Agreements govern director designations and consent rights, including limitations on share transfers and coordinated participation in transactions by PSG and Silver Lake—key governance considerations for conflicts and control .
Additional Context
- Lead Independent Director (Simonson) chairs Audit; Board holds regular executive sessions led by the LID—structural mitigants for oversight despite controlled company status .
- Audit Committee currently in cure period to restore three independent members after a 2025 resignation—operational governance compliance item to track .