Panos Kozanian
Five9About Panos Kozanian
Panos Kozanian, age 45, is Executive Vice President, Product Engineering at Five9, serving in this role since July 2022 after previously holding the Executive Vice President of Cloud Operations role from February 2021; he holds a B.S. in Computer Engineering from Santa Clara University and spent 14 years at Cisco leading the Webex platform team across development, operations, SRE, data center, and cloud engineering supporting ~3,000 developers . Company performance during his tenure included 2024 revenue of $1,041.9 million (+14% YoY) and adjusted EBITDA of $196.0 million, while 2024 TSR was -47.25% (no PRSUs earned for 2024 measurement) and 2023 TSR was +19.95% (PRSUs earned based on a ~50th percentile RTSR) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Five9 | EVP, Product Engineering | Jul 2022–present | Executive leadership of product engineering |
| Five9 | EVP, Cloud Operations | Feb 2021–Jul 2022 | Executive leadership of cloud operations |
| Cisco (Webex) | Platform team leader (Dev/Ops/SRE/DC/SysOps/Cloud) | 14 years | Led platform reliability and budget for ~3,000 developers |
External Roles
No public company directorships or external board roles disclosed for Mr. Kozanian in Five9’s proxy filings .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | $379,000 | $450,000 | $450,000 |
| Actual bonus paid ($) | $224,034 | $288,384 | $350,196 (120% of target) |
| Target bonus (%) and $ | — | — | 65% of salary; $292,500 |
Performance Compensation
2024 Annual Cash Incentive Program
| Component | Metric | Weighting | 2024 Target | 2024 Actual | Payout |
|---|---|---|---|---|---|
| Financial (part of total bonus) | Revenue | 75% of financial component | $1,057.5m | $1,041.9m | Contributes to overall payout |
| Financial (part of total bonus) | Adjusted EBITDA | 25% of financial component | $184.9m | $196.0m | Contributes to overall payout |
| Individual | Strategic engineering objectives | 75% of total bonus for Kozanian | Not disclosed | Achieved 127% | Total payout 120% of target; mid-year draw $117,000, year-end $233,196 |
2024 Equity Awards Granted (Annual grants)
| Grant date | RSUs granted (#) | RSUs grant-date fair value ($) | PRSUs at target (#) | PRSUs grant-date fair value ($) |
|---|---|---|---|---|
| 2/26/2024 | 35,684 | $2,261,652 | 17,842 | $1,074,802 |
PRSU Performance and Vesting
| PRSU grant year / measurement period | RTSR percentile | Target PRSUs for period (#) | % earned | PRSUs earned (#) |
|---|---|---|---|---|
| 2023 grant / 2023 measurement (first period) | 50.5 | 3,999 | 92.5% | 3,699 |
| 2024 grant / 2024 measurement (first period) | 1.5 | — | — | — (none earned below threshold) |
Key PRSU terms: multi-period RTSR structure with overlapping 1-, 2-, and 3-year periods; earn 0–200% of target; no more than 100% earned in any period with negative absolute TSR; double-trigger vesting at target for uncompleted portions and actual for completed through change-in-control; Monte Carlo valuation; ratable recognition .
2024 Option Exercises and Stock Vested
| Metric | 2024 |
|---|---|
| Options exercised (#) / value realized ($) | — / — |
| Shares vested from stock awards (#) / value realized ($) | 43,653 / $2,101,600 |
Equity Ownership & Alignment
Beneficial Ownership
| Metric | As of Mar 18, 2024 | As of Mar 25, 2025 |
|---|---|---|
| Common stock owned (#) | 7,907 | 4,600 |
| Options exercisable within 60 days (#) | 12,880 | 18,171 |
| RSUs vesting within 60 days (#) | — | — |
| Total beneficial shares (#) | 20,787 | 22,771 |
| Ownership % of shares outstanding | <1% (indicated by *) | <1% (indicated by *) |
Stock ownership guidelines for executive officers: lesser of 100% of base salary or 30,000 shares; compliance measured on a 5-year timeline; as of Dec 31, 2024, Mr. Kozanian had not yet satisfied the requirement but remains within the 5-year window to comply . Hedging and pledging of company stock are prohibited by policy; Five9 maintains a clawback compliant with SEC Rule 10D-1 and NASDAQ listing standards .
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant date | Award type | Unexercised options exercisable (#) | Unexercisable (#) | Exercise price ($) | Expiration | Unvested shares (#) | Market value ($) | Key vesting terms |
|---|---|---|---|---|---|---|---|---|
| 2/16/2021 | Stock options | 9,661 | 421 | 182.74 | 2/16/2031 | — | — | 25% at year 1; monthly thereafter (1/36) |
| 2/28/2022 | Stock options | 7,237 | 2,981 | 110.00 | 2/28/2032 | — | — | Monthly vesting (1/48) |
| 2/16/2021 | RSUs | — | — | — | — | 820 | $33,325 | 3-year schedule; 1/12 each quarter |
| 2/28/2022 | RSUs | — | — | — | — | 4,718 | $191,740 | 4-year; 1/16 quarterly |
| 8/08/2022 | RSUs | — | — | — | — | 9,630 | $391,363 | 4-year; 25% at year 1 + 1/16 quarterly |
| 2/27/2023 | RSUs | — | — | — | — | 20,247 | $822,838 | 4-year; 1/16 quarterly |
| 2/27/2023 | PRSUs | — | — | — | — | 7,999 | $325,079 | 3×1-year RTSR periods (2023–2025); annual settlements; cap at 100% if negative TSR |
| 2/26/2024 | RSUs | — | — | — | — | 28,994 | $1,178,316 | 4-year; 1/16 quarterly |
| 2/26/2024 | PRSUs | — | — | — | — | 17,842 | $725,099 | Overlapping RTSR periods (2024–2026); annual settlements; cap at 100% if negative TSR |
Employment Terms
| Scenario | Cash severance | Bonus severance | Equity acceleration | Health care premiums | Total (illustrative as of 12/31/2024) |
|---|---|---|---|---|---|
| Involuntary termination without cause (non-CIC) | 6 months base salary = $225,000 | — | — | $11,472 | $236,472 |
| Involuntary termination without cause or constructive termination in connection with CIC | 12 months base salary = $450,000 | Target bonus = $292,500 | Full acceleration of unvested equity; illustrative intrinsic value $3,667,760 | $22,944 | $4,433,204 |
Key plan terms: Severance Plan provides 6 months base salary and 6 months healthcare for non-CIC; CIC “double-trigger” provides 12 months base salary plus target bonus, 12 months healthcare, and full accelerated vesting; Section 4999 excise tax cutback applies; benefits contingent on release of claims and restrictive covenants; no tax gross-ups .
Compensation Structure Analysis
- 2024 increased performance-based equity mix for NEOs (excluding CEO) to ~66.7% RSUs and ~33.3% PRSUs; PRSUs redesigned with overlapping 1-, 2-, 3-year RTSR measurement periods, enhancing long-term alignment and diversified vesting dates .
- 2024 cash bonuses shifted to annual performance period and removed individual objectives for all NEOs except Kozanian, whose bonus remained 75% tied to pre-established strategic engineering objectives; transitional mid-year draw removed for 2025 .
- Governance: double-trigger CIC, hedging/pledging prohibited, clawback policy compliant with SEC/NASDAQ; limited perquisites and no tax gross-ups, aligning with shareholder-friendly practices .
Say-on-Pay & Shareholder Feedback
| Year | Approval % |
|---|---|
| 2022 | ~94% |
| 2023 | ~57% |
| 2024 | ~72% |
Compensation Committee responded to feedback by increasing performance orientation in short- and long-term incentives and introducing multi-period PRSU design; continued engagement and refinements into 2025 .
Investment Implications
- Alignment: Kozanian’s pay mix features meaningful PRSUs tied to RTSR and cash bonus linked to revenue/Adjusted EBITDA and strategic engineering objectives; however, 2024 negative TSR led to no PRSU vesting for that period, evidencing pay-for-performance discipline .
- Vesting/selling pressure: Significant unvested RSUs and PRSUs remain outstanding (e.g., 28,994 RSUs and 17,842 PRSUs from 2024 grants; multiple prior-year awards), implying ongoing quarterly share releases; 2024 stock vesting totaled 43,653 shares, a potential supply overhang to monitor .
- Retention risk: Standard Severance Plan terms with 12 months’ base plus target bonus and full acceleration on CIC provide competitive retention economics; ownership guideline not yet met as of 12/31/2024 but within compliance window, indicating incremental alignment still building .
- Options: Kozanian’s options (exercise prices $110.00 and $182.74) are deeply out-of-the-money versus recent share prices used in disclosures, reducing near-term exercise/sell pressure and focusing incentives on RSU/PRSU performance .