Tanner Austin
About Tanner Austin
Tanner Austin, 34, is a Class III director at EverCommerce, appointed in February 2025; his current term runs to the 2027 annual meeting. He is a Principal at PSG (Providence Strategic Growth), with prior roles as Senior Vice President (2022–2024), Senior Associate (2019–2021), and Associate (2017–2019), and holds a B.A. in Economics from Kenyon College. The Board has determined he is an independent director under Nasdaq rules. He is designated as a PSG Designee pursuant to the Sponsor Stockholders Agreement.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PSG (Providence Strategic Growth) | Principal | Jan 2025–Present | Private equity investing in technology; board roles at private companies (not individually listed) |
| PSG | Senior Vice President | 2022–2024 | Deal execution and portfolio oversight |
| PSG | Senior Associate | 2019–2021 | Investment and portfolio support |
| PSG | Associate | 2017–2019 | Investment support |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various private companies (PSG portfolio) | Director | Ongoing | Serves on boards of a number of private companies (no public company boards disclosed) |
Board Governance
- Class/Term: Class III; term to expire at the 2027 annual meeting.
- Independence: Board determined Austin is independent under Nasdaq rules; he is a PSG Designee under the Sponsor Stockholders Agreement.
- Committee assignments: None currently (not listed as a member of Audit, Compensation, or Nominating & Corporate Governance).
- Lead Independent Director: Richard A. Simonson; also Audit Committee Chair.
- Controlled company: EVCM is a “controlled company” under Nasdaq due to affiliates of PSG and Silver Lake holding >50% of voting power; relies on certain governance exemptions (e.g., Nominating & Governance Committee not entirely independent).
- Board/committee activity context: Five Board meetings in 2024; each then-serving director attended at least 85% of applicable Board/committee meetings (Austin joined in 2025; 2024 attendance not applicable).
- Audit Committee status: Following a resignation on April 10, 2025, Audit Committee temporarily at two members; company notified Nasdaq and intends to appoint a third qualified member within the cure period.
Fixed Compensation
| Element | Terms |
|---|---|
| Annual cash retainer (non-employee director) | $55,000 per year, paid quarterly in arrears |
| Lead Independent Director additional retainer | $15,000 per year |
| Committee chair retainers | Audit Chair: $25,000; Compensation Chair: $20,000; Nominating & Governance Chair: $20,000 |
| Committee member retainers | Audit Member: $20,000; Compensation Member: $15,000; Nominating & Governance Member: $10,000 |
| Annual equity grant (RSUs) | Grant-date value $200,000; prorated if joining off-cycle |
| RSU vesting | Vest in full on the earlier of the day before the next annual meeting or first anniversary of grant, subject to service |
| Change-of-control treatment (director RSUs) | Accelerate and vest in full upon a change of control under the 2021 Plan |
Note: The table reflects the policy; Austin’s 2025 grants/fees will conform to policy and prorations as applicable; 2024 director compensation table did not include Austin because he joined in 2025.
Performance Compensation
| Component | Metrics/Structure |
|---|---|
| Director performance-linked pay | None disclosed; non-employee director compensation consists of cash retainers and time-based RSUs (no performance metrics). |
Other Directorships & Interlocks
| Entity | Role/Interest | Relevance/Notes |
|---|---|---|
| PSG (Providence Strategic Growth) | Austin is Principal; PSG affiliates hold 85,464,516 EVCM shares (46.7%) | PSG’s ownership and designation rights create a sponsor-affiliation interlock; Austin is a PSG Designee on EVCM’s Board. |
| Silver Lake | Co-sponsor; affiliates hold 67,085,136 EVCM shares (36.6%) | Together with PSG, constitutes controlling shareholder group influencing Board composition and certain reserved matters. |
Expertise & Qualifications
- Private equity investing in technology and software; multiple roles of increasing responsibility at PSG since 2017.
- Education: B.A., Economics, Kenyon College.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Tanner Austin | 0 | <1% | No beneficial ownership reported as of record date (April 22, 2025). |
| Anti-hedging policy | — | — | Company prohibits hedging/derivative transactions by directors; policy applies to all directors. |
| Pledging | — | — | No pledging by Austin disclosed. |
Potential Conflicts and Related-Party Exposure
- Sponsor designation rights: PSG and Silver Lake have rights to designate directors (including Austin) so long as specified ownership thresholds are met.
- Consent rights: For so long as PSG and Silver Lake collectively own ≥30% of post-IPO shares and each can designate at least two directors, certain major corporate actions require prior written consent of each (e.g., change in control, >$500mm acquisitions/disposals, CEO termination/hiring, Board size changes, certain equity issuances).
- Registration rights: PSG and Silver Lake parties hold demand/S-3/piggyback registration rights.
Signals, Attendance & Engagement
- 2024 attendance benchmark: Board met 5 times; then-serving directors met ≥85% attendance. Austin joined in 2025; no attendance data for him yet.
- Executive sessions: Independent directors meet in regular executive sessions under Lead Independent Director.
- Section 16(a) compliance: No delinquency noted for Austin in the filing period; late filings disclosed for certain others.
Governance Assessment
- Strengths:
- Formally independent under Nasdaq despite sponsor affiliation, with a Board majority determined independent and established governance artifacts (Code, Clawback, Anti-Hedging).
- No committee roles may reduce conflict exposure in sensitive areas (audit/comp) at onboarding.
- Watch items / RED FLAGS:
- Sponsor affiliation: Austin is a PSG Designee while PSG affiliates control 46.7% of shares; combined with Silver Lake (36.6%) and controlled-company status, this concentrates influence and may affect perceived independence and minority holder protections.
- Reserved consent rights for sponsors over major transactions can constrain Board discretion and strategic flexibility.
- Audit Committee currently in cure period to restore three compliant members following an April 2025 resignation (process risk until resolved).
- Low direct ownership alignment: Austin reported no beneficial ownership as of the proxy record date.
Overall implication: Austin brings sponsor-side investment expertise and deal experience, but his sponsor designation and the company’s controlled-company framework, plus reserved consent rights, are governance overhangs for minority investors; close monitoring of committee composition (especially Audit) and future director equity ownership would improve alignment signals.