Andy Dignan
Five9About Andy Dignan
Andy Dignan (age 47) is President of Five9 (since March 10, 2025), previously COO (Nov 2023–Mar 2025) and Chief Customer Officer (Dec 2022–Nov 2023). He joined Five9 in September 2018 (SVP, Professional Services). He holds a B.S. in Marketing from Trinity International University . In 2024, Five9 delivered 14% revenue growth to $1,041.9M and Adjusted EBITDA of $196.0M, but posted a 2024 absolute TSR of -47.25% used in PSU calibration .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Five9 | President | 2025–present | Elevated to President to drive execution and growth initiatives; compensation shifted to emphasize revenue and levered FCF in 2025 . |
| Five9 | Chief Operating Officer | 2023–2025 | Oversaw company operations during transition to annual bonus, greater performance equity mix . |
| Five9 | Chief Customer Officer | 2022–2023 | Led customer success amid profitability focus and operating discipline . |
| Five9 | SVP, Professional Services | 2018–2022 | Scaled services for cloud contact center deployments . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cisco Systems | Global Head of Collaboration & Contact Center GTM | 2014–2018 | Led GTM for collaboration/contact center; relevant to Five9’s enterprise sales motion . |
| CDW | Leader, Collaboration & Contact Center | 2007–2014 | Built solutions/services capability aligned to enterprise demand . |
Fixed Compensation
| Year/Effective date | Base salary ($) | Target bonus % | Target bonus ($) | Notes |
|---|---|---|---|---|
| 2023 | 415,182 | — | — | Historical salary per proxy SCT . |
| 2024 | 446,000 | 75% | 334,500 | Target unchanged YoY; company-wide annual performance period adopted . |
| Mar 10, 2025 (promotion) | 465,000 | — | 395,250 | New President comp under 2025 program; bonus based on annual corporate goals . |
Performance Compensation
- 2024 bonus design (all NEOs incl. Dignan): 75% Revenue, 25% Adjusted EBITDA; annual period; transitional mid-year non-repayable draw capped at 80% of semiannual target (draw removed for 2025) .
- 2025 bonus design: 70% Revenue, 30% Levered Free Cash Flow (LFCF); annual period; no draw .
| Component (FY2024) | Target | Actual | Payout (%) |
|---|---|---|---|
| Revenue ($M) | 1,057.5 | 1,032.9 | 97.9 |
| Adjusted EBITDA ($M) | 184.9 | 195.4 | 97.9 |
| Executive | 2024 Target bonus ($) | Total 2024 payout ($) | % of target |
|---|---|---|---|
| Andy Dignan | 334,500 | 327,476 | 98 |
Performance equity (PRSUs): RTSR vs S&P Software & Services Select Index with three overlapping performance periods for 2024/2025 grants. For 2024 measurement, company TSR ranked ~1.5th percentile, yielding 0% earn-out on the first tranche; subsequent periods (2024–2025, 2024–2026) remain open .
Equity Ownership & Alignment
- Beneficial ownership (as of March 25, 2025): 29,827 shares directly, 11,451 options exercisable within 60 days; total beneficially owned 41,278 shares (<1% of outstanding) .
- Stock Ownership Guidelines: Other executive officers must hold the lesser of 100% of base salary or 30,000 shares; hedging/pledging prohibited; clawback policy adopted Oct 31, 2023. As of Dec 31, 2024, all NEOs met guidelines except those explicitly listed (not including Dignan) .
- Vested vs. Unvested (as of Dec 31, 2024): selected outstanding awards below; RSUs generally vest 1/16th quarterly; options vest monthly (2019–2022 grants per footnotes) .
| Grant date | Instrument | Units unvested (#) | Vesting/terms | Market value at 12/31/24 ($) |
|---|---|---|---|---|
| 02/26/2024 | RSU | 28,994 | 1/16th quarterly after vesting start | 1,178,316 |
| 02/26/2024 | PRSU (target) | 17,842 | RTSR; 2024/2025/2026 overlapping periods | 725,099 |
| 11/24/2023 | RSU | 20,601 | 1/16th quarterly | 837,225 |
| 02/27/2023 | RSU | 20,981 | 1/16th quarterly | 852,668 |
| 11/23/2022 | RSU | 17,307 | 1/16th quarterly | 703,356 |
| 02/28/2022 | RSU | 3,775 | 1/12th quarterly (3-yr) | 153,416 |
| 02/25/2021 | RSU | 126 | 1/12th quarterly (3-yr) | 5,121 |
| Options (selected) | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration |
|---|---|---|---|---|
| 02/28/2022 | 5,790 | 2,385 | 110.00 | 02/28/2032 |
| 02/24/2020 | 2,887 | — | 72.29 | 02/24/2030 |
| 02/05/2020 | 731 | — | 73.28 | 02/05/2030 |
| 05/06/2019 | 1,042 | — | 51.00 | 05/06/2029 |
| 10/01/2018 | 320 | — | 42.25 | 10/01/2028 |
2024 vesting throughput: 44,505 shares vested (RSUs/PRSUs) for Dignan; no option exercises disclosed in 2024 .
Employment Terms
- Promotion terms (Mar 10, 2025): Base salary $465,000; 2025 target bonus $395,250 (corporate goals only). New equity to be granted: RSUs $1,333,333 (quarterly vesting), PRSUs $666,667 (RTSR with 2025/2025–2026/2025–2027 periods; 0–200% payout) .
- Severance (Key Employee Severance Plan, extended through Apr 4, 2027):
- Non‑CIC termination without cause: 6 months base salary + up to 6 months health benefits (Dignan: $223,000 + benefits estimate) .
- CIC double‑trigger (within 3 months before to 12 months after CIC): 12 months base salary + 12 months target bonus + full acceleration of unvested equity + up to 12 months health benefits (Dignan example as of 12/31/24: $446,000 base, $334,500 bonus, $4,455,201 equity value, $35,832 benefits) .
- No excise tax gross‑ups; cutback applies if it increases net after‑tax proceeds .
- Policies: Clawback compliant with SEC/Nasdaq; hedging and pledging prohibited .
Compensation Structure Details (Incentives)
| Element | Metric | Weighting | Target calibration | 2024 actual/payout | Vesting/measurement |
|---|---|---|---|---|---|
| Annual bonus (2024) | Revenue | 75% | $1,057.5M | $1,032.9M; 97.9% | Annual period; transitional mid‑year draw in 2024 . |
| Annual bonus (2024) | Adjusted EBITDA | 25% | $184.9M | $195.4M; 97.9% | Annual period . |
| Annual bonus (2025) | Revenue | 70% | Company AOP | — | Annual; no draw . |
| Annual bonus (2025) | Levered FCF | 30% | Company AOP | — | Annual . |
| PRSUs (2024 grant) | RTSR vs S&P S&S Select | n/a | 25th/55th/75th pct = 50/100/200% | 2024 period earned 0% (rank ~1.5th pct) | 2024, 2024–25, 2024–26 tranches . |
Performance & Track Record (context)
- 2024 operations: Revenue +14% to $1,041.9M; Adjusted EBITDA $196.0M; operating cash flow $143.2M; net loss improved to $(12.8)M .
- Profitability actions: 7% RIF announced Aug 20, 2024 (estimated cash costs $12–15M) to improve profitability; actions substantially complete by end of 2024 .
- Shareholder feedback: 2024 Say‑on‑Pay approval 72%; program changes implemented (annual bonus; increased PSU mix; overlapping PSU periods) .
Investment Implications
- Pay-for-performance alignment is tightening: 2024 bonus paid at 98% despite revenue below target, reflecting strong EBITDA; 2024 PRSU first‑year tranche earned 0% on negative TSR, increasing future at‑risk leverage and potentially retention risk if equity remains out‑of‑the‑money .
- 2025 cash-flow focus: shifting bonus metrics to 70% revenue / 30% LFCF should favor durable cash generation; watch quarterlies for LFCF trajectory vs AOP to gauge bonus accrual risk .
- Supply/vesting overhang: Multiple sizable RSU lots from 2022–2024 vest quarterly; while no 2024 option exercises were reported for Dignan, the cadence of RSU settlements could create periodic selling pressure absent 10b5‑1/retention plans .
- CIC protections are standard double‑trigger with full acceleration; as of 12/31/24, Dignan’s illustrative CIC package included ~$4.46M in equity acceleration value plus 12 months base and bonus—adequate retention but not excessive (no tax gross‑ups) .
- Ownership alignment: Dignan is compliant with ownership guidelines; hedging/pledging prohibited; clawback in place—mitigates alignment red flags .
Note: All figures reflect disclosures as of the dates cited; equity values are as of 12/31/2024 where indicated.