Dusan Senkypl
GrouponAbout Dusan Senkypl
Dusan Senkypl, 49, is Groupon’s Chief Executive Officer and a director; he served as Interim CEO from March 30, 2023 and was appointed permanent CEO on May 7, 2024, having joined the Board in 2022 under a cooperation agreement with Pale Fire Capital (PFC), where he is a Partner and Chairman of the Board . Under his leadership, 2024 results included Gross Profit of $444 million, Adjusted EBITDA of $69 million, and Operating Cash Flow of $56 million, with the company highlighting four consecutive quarters of positive Adjusted EBITDA heading into 2024; the pay-versus-performance table shows the value of a $100 investment in Groupon stock at $25.42 at year-end 2024 (methodology described in the proxy) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pale Fire Capital SE | Partner; Chairman of the Board | Partner since Jan 2017; Chairman since Apr 2021 | Led investments across e-commerce; governance leadership at largest GRPN shareholder . |
| Aukro s.r.o. | Director | 2019–present | Oversight at largest Czech online marketplace . |
| Rouvy SE | Director; Chairman of Board | 2021–present | Governance at global indoor cycling app competitor to Zwift . |
| NetBrokers Holding | Founder; CEO | 2014–2018 | Built largest insurance/finance marketplace in CZ/SK . |
| ePojisteni.cz | Co-founder; CEO; Director | 2009–2019 | Grew insurtech platform; significant e-commerce execution . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Pale Fire Capital SE | Chairman of the Board | 2021–present | Continues as PFC Chair while serving as GRPN CEO; stepped down from day-to-day PFC duties in Mar 2023 . |
| Public Company Boards | — | — | No current other public company boards (proxy table shows “0”) . |
Fixed Compensation
| Element | 2024 Terms | Details |
|---|---|---|
| Base Salary | $150,000 | Set upon permanent CEO appointment, payable in CZK locally . |
| Target Bonus | $150,000 (100% of salary) | Annual bonus plan; payout capped at 150% of target . |
| Actual Bonus Paid (2024) | $10,388 | 6.92% of target based on Revenue and Adjusted EBITDA results . |
Performance Compensation
| Metric | Weighting | Threshold | Mid-Target | Target | Maximum | Actual (2024) | Payout |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 50% | $80.0 | $90.0 | $102.5 | $120.0 | $69.3 | Below threshold (0% component) |
| Revenue ($mm) | 50% | $489.0 | $502.0 | $515.1 | $540.0 | $492.6 | Above threshold; below target (component >0%) |
| Total Bonus Payout | — | — | — | — | — | — | 6.92% of target (=$10,388) |
Equity Awards (PSUs – granted May 1, 2024; approved June 12, 2024)
| Tranche | Stock Price Hurdle (90-day VWAP) | % of PSUs | Service Dates (for each tranche) | Downward Modifier |
|---|---|---|---|---|
| 1 | $14.86 | 25% | 33% on May 1, 2025; 33% on May 1, 2026; 34% on May 1, 2027 | |
| 2 | $20.14 | 25% | Same service schedule | |
| 3 | $31.01 | 25% | Same service schedule | |
| 4 | $68.82 | 25% | Same service schedule | |
| Grant Size | 1,393,948 PSUs | — | Award contingent on shareholder approval; approved June 12, 2024 | |
| If material weakness not remediated | −20% of vesting on applicable date | — | Committee discretion to reduce vesting by 20% |
Notes:
- Measurement period starts 9 months after award (from May 1, 2024), and tranches can be earned upon certification by the Compensation Committee; linear interpolation applies only if first hurdle is achieved .
- Settlement in shares; subject to clawback policy effective Oct 2, 2023 .
Outstanding Option Awards
| Grant Date | Exercisable | Unexercisable | Strike | Expiration | Vesting Notes |
|---|---|---|---|---|---|
| Mar 30, 2023 | 2,625,000 | 437,500 | $6.00 | Mar 30, 2026 | 437,500 vest Mar 31, 2025 subject to continued service and transition conditions . |
Equity Ownership & Alignment
| Beneficial Ownership (as of Apr 17, 2025) | Shares | % of Outstanding | Breakdown |
|---|---|---|---|
| Dusan Senkypl | 13,690,425 | 34.41% | Includes 10,181,070 shares beneficially owned by PFC reporting persons (shared power), 445,261 shares directly, 3,062,500 vested options, and 1,594 deferred stock units . |
| Shares Outstanding | 39,791,555 | — | Record date shares for voting . |
Policies:
- Officer stock ownership guideline: CEO minimum 4x base salary; officers were in compliance or on track as of Dec 31, 2024; must retain 50% of net shares until compliant .
- Hedging and pledging of Company stock are prohibited, with limited exception process; executives must pre-clear trades .
- Director stock ownership guidelines (for context): 3x annual cash retainer; Mr. Senkypl receives no director compensation due to employee status .
Supply/vesting cadence:
- PSU service-based vesting dates on May 1, 2025/2026/2027; market hurdles must be certified to release each tranche .
- Options expire March 30, 2026; remaining 437,500 options vest Mar 31, 2025 per schedule .
Employment Terms
| Term | Details |
|---|---|
| Appointment & Contract | Permanent CEO announced May 7, 2024; Employment Contract effective May 1, 2024; employment created on May 1, 2023 and continues on an indefinite term . |
| Place of Work | Prague/home office with travel to Chicago; full compliance with Company policies and insider trading; devote full professional time to Groupon and not serve other boards without consent; stepped down from day-to-day PFC duties . |
| Severance (Qualifying Termination – non-CIC) | Lump sum equal to 3 months salary; accelerated vesting of time-based awards scheduled over next 12 months; PSUs eligible for prorated vesting if first service year completed and lowest stock price hurdle achieved, using linear interpolation; options remain exercisable per agreements . |
| Severance (CIC Termination) | 3 months salary; prorated target bonus; 100% acceleration of time-based awards; acceleration of all remaining 1‑year service periods for stock-price PSUs; change-in-control excludes certain PFC control unless approved by a majority of unaffiliated directors . |
| Restrictive Covenants | Non-compete and non-solicit for 12 months post-termination; release required for severance . |
| Clawback | Policy updated per Dodd-Frank and Nasdaq effective Oct 2, 2023; recovery required after accounting restatements; fraud/dishonesty recovery allowed . |
Board Governance and Director Service
- Board service: Director since 2022; CEO and Director; Board determined he is not independent following interim CEO appointment and permanent CEO role .
- Committee roles: None; Audit, Compensation, and Nominating Committees are composed entirely of independent directors; Chairman is independent (Ted Leonsis) .
- Board cadence and attendance: Board met six times in 2024; all directors attended at least 75% of meetings; independent directors meet regularly in executive sessions .
- Director compensation: Not applicable for Mr. Senkypl (employee director) .
Related Party Transactions and Interlocks
- Standstill Agreement with PFC, Pale Fire Capital SICAV a.s., and Jan Barta amended in connection with the fully backstopped $80 million rights offering (subscription period expired Jan 17, 2024); standstill expired Dec 31, 2024, with ownership cap exclusions for rights offering purchases .
- Consulting arrangement with Internet Ventures s.r.o. (owned by Mr. Senkypl’s spouse) paid approximately $122,000 in 2023 for technology services; disclosed under Item 404(a) .
Compensation Committee, Peer Group, and Say-on-Pay
- Compensation Committee: Independent (Chair Jason Harinstein; member Robert Bass); retains Compensia as independent consultant; no conflicts reported .
- Market data approach: Uses peer group and surveys; does not strictly benchmark to a fixed percentile; Nasdaq 100 referenced for pay-versus-performance peer TSR .
- Say-on-Pay: Approximately 98% approval in 2024, a 15% increase over 2023; annual say-on-pay frequency maintained .
Risk Indicators and Red Flags
- Internal control material weakness: PSU vesting subject to a 20% downward modifier if not remediated at vesting dates; signals governance oversight linking pay to controls .
- Change-in-control carve-out: CIC excludes certain PFC-related transactions unless approved by unaffiliated Board majority; relevant for independence and control dynamics .
- Hedging/pledging: Prohibited under policy, reducing misalignment risk .
- No tax gross-ups, no option repricing without stockholder approval; clawback policy in place .
Investment Implications
- Alignment: Very high “skin in the game” via 34.41% beneficial ownership and large PSU grant with challenging stock price hurdles ($14.86/$20.14/$31.01/$68.82) and multi-year service requirements; vesting faces a 20% control-based downward modifier tied to internal control remediation, enhancing governance linkage .
- Supply considerations: Option expirations (Mar 2026) and PSU service vesting dates (May 1, 2025/2026/2027) define potential selling windows; actual PSU release depends on sustained VWAP hurdle achievement and committee certification .
- Retention risk: Severance terms are modest (3 months salary) with prorated/accelerated vesting mechanics, plus 12-month non-compete/non-solicit—suggests retention intent anchored by equity performance outcomes rather than cash guarantees .
- Governance watchpoints: PFC relationships and CIC carve-out warrant monitoring for control dynamics; related-party consulting with spouse’s entity was disclosed and modest ($122k) .
- Performance lens: 2024 Adjusted EBITDA of $69 million and revenue of $492.6 million yielded a 6.92% bonus payout for the CEO; investors should track progress on revenue growth, EBITDA expansion, and material weakness remediation as direct drivers of incentive realization and potential insider supply .