Joseph Osnoss

About Joseph Osnoss

Joseph Osnoss, age 47, is a Class III independent director of EverCommerce (EVCM), serving since August 2019. He is a Managing Partner at Silver Lake, with prior investment banking experience at Goldman Sachs, and holds an A.B. in Applied Mathematics (with a citation in French) from Harvard College. His biography highlights extensive board experience across technology and payments companies and academic affiliations in long-term investing; EverCommerce’s Board has affirmatively determined that he is independent under Nasdaq rules despite his affiliation with a significant stockholder .

Past Roles

External Roles

Academic/industry affiliations: Visiting Professor in Practice (LSE), Polsky Center Private Equity Council (University of Chicago), advisory board member (Stanford Research Initiative on Long-Term Investing), Trustee (Brunswick School) .

Board Governance

• Independence and designation: The Board determined Osnoss is independent under Nasdaq rules; he serves as a Silver Lake Designee pursuant to the Sponsor Stockholders Agreement that grants Silver Lake board designation and consent rights over certain major corporate actions .
• Committee assignments at EVCM: Compensation Committee member (committee chaired by Mark Hastings; both members independent under Nasdaq/SEC rules) .
• Attendance/engagement: In FY2024, the Board met 5 times; each director attended at least 85% of Board and applicable committee meetings. Compensation and Nominating & Corporate Governance Committees each met 4 times; independent directors meet regularly in executive session .
• Board leadership: Combined Chair/CEO roles (Eric Remer); lead independent director is Richard A. Simonson with defined responsibilities .
• Controlled company status: EverCommerce qualifies as a “controlled company” under Nasdaq rules due to PSG and Silver Lake’s voting power and relies on certain governance exemptions (e.g., Nominating & Corporate Governance Committee not entirely independent) .
• Audit Committee compliance note: Following Alexi Wellman’s resignation (April 10, 2025), EVCM notified Nasdaq of non-compliance with the three-member requirement and intends to cure within 180 days .

Fixed Compensation

• Director compensation policy: Standard annual cash retainer $55,000; lead independent director +$15,000; committee chair/member retainers (Audit: +$25,000 chair/+$20,000 member; Compensation: +$20,000 chair/+$15,000 member; Nominating: +$20,000 chair/+$10,000 member); annual RSU grant with $200,000 grant-date value vesting by next annual meeting/one year; change-of-control accelerates vesting for directors .

Observation: Unlike other non-employee directors who typically receive cash retainers and RSUs per policy, Osnoss (and certain sponsor-affiliated designees) received $0 cash and $0 stock awards in FY2024, indicating compensation waivers or differing arrangements for sponsor designees .

Performance Compensation

Other Directorships & Interlocks

• Sector overlap: Osnoss serves on the board of Global Payments, Inc. (Compensation and Technology Committees), which operates in payments infrastructure. EverCommerce’s business model embeds payments and is dependent on payment networks/processors (e.g., Worldpay, PayPal), creating industry adjacency to Osnoss’s external roles .
• Sponsor governance rights: Silver Lake’s designation and consent rights (with PSG) over certain major actions—including change in control, CEO termination/hiring, board size changes, large M&A—may influence Board dynamics and strategic decisions where Osnoss is a Silver Lake Designee .

Expertise & Qualifications

• Core credentials: Managing Partner at Silver Lake since 2002; co-led EMEA activities 2010–2014; deep private equity and technology/payments experience .
• Education: A.B. in Applied Mathematics, Harvard College; citation in French Language .
• Board qualifications: Broad committee experience across audit, compensation, technology, and governance at multiple public companies; chair roles at First Advantage and Relativity .

Equity Ownership

• Anti-hedging policy: Directors are prohibited from hedging transactions (e.g., equity swaps, collars, exchange funds) that offset declines in EVCM’s equity; a clawback policy applies to certain executive incentive compensation (not director fees) .
• Pledging: No pledging disclosures specific to Osnoss; none noted in proxy .

Governance Assessment

• Strengths:

  • Affirmed independence under Nasdaq rules; extensive governance experience on compensation, technology, and nominating committees across public companies .
  • Attendance: At least 85% of Board and committee meetings in FY2024; consistent committee activity (four meetings) suggesting engagement .
  • Lead independent director structure; regular executive sessions; formal insider trading, anti-hedging, and clawback policies .

• Red flags and investor confidence considerations:

  • Controlled company: Reliance on Nasdaq controlled company exemptions, including non-fully independent Nominating & Corporate Governance Committee, reduces minority shareholder protections .
  • Sponsor influence: Silver Lake and PSG hold designation rights; consent required for significant actions (e.g., change in control, CEO changes, major M&A). As a Silver Lake Designee and Compensation Committee member, Osnoss’s role may be perceived as aligned with sponsor priorities over minority holders in certain scenarios .
  • Compensation and alignment: Osnoss received no cash retainer or RSUs in FY2024 and holds no personal EVCM shares/options/RSUs; while Silver Lake collectively owns 36.6%, Osnoss’s personal “skin in the game” is limited, potentially weakening direct personal alignment signals .
  • Audit Committee compliance: Temporary non-compliance with Nasdaq three-member requirement following a resignation introduces short-term governance risk until cured .

Insider Trades

Notes on Director Compensation Policy and Practice

• EVCM’s standard policy provides annual cash retainers and $200,000 RSU grants to eligible non-employee directors, with vesting aligned to the next annual meeting or first anniversary; sponsor-affiliated designees (including Osnoss) received $0 in FY2024, indicating deviation from standard director compensation for designees .

Appendix: Committee Assignments Summary