Penny Baldwin-Leonard

About Penny Baldwin-Leonard

Independent director of EverCommerce Inc. since March 2021; age 67 in the 2025 proxy. Former senior marketing executive at Qualcomm (SVP & CMO, 2017–2022), Intel (VP & GM Global Brand Management, 2014–2017), McAfee (EVP & CMO, 2012–2015), and Yahoo! (SVP Global Brand Strategy & Consumer Marketing, 2009–2012). Education not disclosed in EverCommerce proxies; core credentials emphasize technology-sector leadership and brand strategy expertise.

Past Roles

External Roles

None disclosed (no current public-company directorships identified in EverCommerce proxy biographies).

Board Governance

• Class I director; nominated for re-election at 2025 Annual Meeting to serve until 2028.
• Independence: Board affirmatively determined Baldwin-Leonard is independent under Nasdaq rules.
• Committee assignments: Audit Committee member; not a chair. Previously served on Compensation Committee (2022), then Audit (2023–2025). Audit Committee met 4 times in FY 2024.
• Attendance: In FY 2024, each director attended at least 85% of Board and committee meetings while serving; 5 Board meetings were held. In FY 2022, each director attended at least 75%; 5 Board meetings. Independent directors hold regular executive sessions led by the lead independent director (Richard A. Simonson).
• Governance structure: EverCommerce is a “controlled company” under Nasdaq rules due to PSG and Silver Lake control; relies on exemptions (e.g., Nominating & Corporate Governance Committee not entirely independent). Compensation Committee is entirely independent.
• Audit Committee compliance: Following Alexi Wellman’s resignation (Apr 10, 2025), Audit Committee dropped to two members; company notified Nasdaq of non-compliance with Rule 5605(c)(2)(A) and intends to appoint a third member within the cure period (≤180 days).
• Audit Committee Report: Signed by Chair Richard A. Simonson and member Penny Baldwin-Leonard.

Committee Memberships by Year

Fixed Compensation

• Non-employee director policy amended Feb 22, 2024: annual cash retainer $55,000; lead independent director +$15,000; Audit chair +$25,000, Audit member +$20,000; Compensation chair +$20,000, member +$15,000; Nominating & Gov chair +$20,000, member +$10,000.
• Prior policy: annual cash retainer $50,000; committee retainers lower; annual RSU grant $175,000 (pre-amendment).

Director Compensation – Totals

Director Compensation – Components

The annual RSU grant is set at $200,000 grant-date value (post-Feb 22, 2024 amendment), vesting in full by the earlier of the next annual meeting or the first anniversary of grant, subject to continued service; RSUs accelerate upon change of control. Pre-amendment RSU grant value was $175,000.

Performance Compensation

• Equity structure: Non-employee directors receive annual time-based RSUs; no stated performance metrics (e.g., revenue, EBITDA, TSR) apply to director equity. Initial 2021 option grants were time-based. RSUs accelerate on change of control per the 2021 Plan.
• Clawback policy: Compensation Committee oversees compliance with required SEC/Nasdaq compensation recovery policy.

Performance Metrics Tied to Director Equity

Other Directorships & Interlocks

Board context: Mark Hastings (PSG CEO) and other directors are affiliated with significant shareholders; Company is a controlled company under Nasdaq rules. Baldwin-Leonard herself is designated independent.

Expertise & Qualifications

• Technology and brand leadership from Qualcomm, Intel, McAfee, Yahoo; valuable go-to-market and customer insight for a service commerce platform.
• Financial literacy for Audit Committee membership; not designated the audit committee financial expert (role held by the chair), but meets Nasdaq financial literacy requirements for Audit members.

Equity Ownership

• Anti-hedging policy prohibits hedging or offsetting transactions in Company stock by directors, officers, employees, and controlled entities. No pledging disclosed.

Beneficial Ownership Over Time

Outstanding Awards (Year-End)

2021 option grant: 60,000 options (granted Mar 31, 2021); 25% vest on Mar 31, 2022; remaining vest monthly over 36 months; subject to continued service.

Governance Assessment

• Strengths

  • Independent director with deep technology marketing experience aligned to EverCommerce’s vertical software and services end markets.
  • Active Audit Committee member; co-signs Audit Committee Report; meets financial literacy standard; attended ≥85% of meetings (companywide metric).
  • Director equity is time-based RSUs with clear vesting and change-of-control terms; no performance ratcheting or repricing disclosed.
  • Anti-hedging policy enhances alignment; beneficial ownership has increased over time (17.5K → 116.5K shares including awards within 60 days).

• Risks and RED FLAGS

  • Controlled company status reduces certain governance protections; Nominating & Corporate Governance Committee not fully independent; potential influence from sponsor-affiliated directors.
  • Audit Committee temporary non-compliance (two members post-Apr 10, 2025); company notified Nasdaq and is within cure period—monitor for timely remediation.
  • No disclosed director-specific ownership guidelines or pledging disclosures; alignment relies on RSUs/options and general anti-hedging policy.

• Implications for investor confidence

  • Baldwin-Leonard’s independence, attendance, and Audit engagement support board effectiveness; however, sponsor control and current audit-committee staffing gap warrant attention to remediation and committee independence posture.