Jiri Ponrt
GrouponAbout Jiri Ponrt
Jiri Ponrt is Groupon’s former CFO (effective April 13, 2023) and current COO (effective September 1, 2025), with prior roles as Partner/Group CFO at Pale Fire Capital, CFO at Alza.cz, and 15 years in financial/commercial roles at Danone/Nutricia; he was 52 years old as of Q2 2025 and relocated or traveled frequently between Prague and Chicago per his employment agreement . His incentive design is highly performance-linked via a 2024 PSU award that vests only upon hitting multi-tranche stock price hurdles ($14.86, $20.14, $31.01, $68.82) and satisfying annual service conditions through May 2027, indicating meaningful pay-for-performance alignment . In 2024, he realized vesting from his 2023 sign-on RSUs (183,333 shares), while his 2024 PSUs had not met price hurdles by year-end, reinforcing long-term alignment and retention .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Pale Fire Capital (PFC) | Partner; Group CFO | Group CFO Nov 2021–Apr 2023; Partner Jul 2022–Apr 2023 | Largest GRPN shareholder; stepped down from PFC day-to-day responsibilities upon GRPN appointment |
| Alza.cz | Chief Financial Officer | May 2014–Oct 2021 | CFO of one of the largest CEE e-commerce players with ~$2B annual turnover |
| Danone/Nutricia | Financial & commercial roles | 15 years | Broad finance/commercial experience across roles |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Pale Fire Capital (PFC) | Partner; Group CFO | 2021–2023 | PFC is Groupon’s largest stockholder; Ponrt stepped down from PFC day-to-day responsibilities when appointed as GRPN CFO |
| Board service (other) | Member/Supervisory Boards | As of Apr 13, 2023 | Permitted continued service on pre-existing boards subject to conflicts checks per employment contract |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $323,014 (prorated from $450,000) | $450,000 |
| Target Bonus % | 100% of base (pro-rated) | N/A (moved to fixed-dollar target) |
| Target Bonus ($) | $323,014 (pro-rated target) | $150,000 (cap 150% of target) |
| Actual Bonus Paid ($) | $273,463 | $10,388 |
| All Other Compensation ($) | $251 | $1,085 (parking/toll/taxi) |
Performance Compensation
Equity Awards – RSUs
| Grant Type | Grant Date | Shares Granted (#) | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Sign-on RSUs | 4/13/2023 | 183,333 | $747,999 | 100% on 4/13/2024 (continuous service required) |
Equity Awards – PSUs (2024 Program)
| Grant Date | Shares (#) | ASC 718 Fair Value ($) | Performance Metric | Hurdle Levels | Service Vesting | Status as of 12/31/2024 |
|---|---|---|---|---|---|---|
| 6/12/2024 (awarded 5/1/2024, contingent on shareholder approval) | 522,731 | $7,103,914 | Stock price hurdles; 3-year performance period | $14.86; $20.14; $31.01; $68.82 (tranches vest when average price exceeds threshold) | 33% each on 5/1/2025 & 5/1/2026; 34% on 5/1/2027 (service condition applies) | No tranches achieved by 12/31/2024 |
2024 Annual Bonus Plan Parameters
| Metric | Threshold | Target | Maximum | Payouts |
|---|---|---|---|---|
| Annual Bonus Plan | — | $150,000 | $225,000 (150% cap) | Actual paid: $10,388 for 2024; 2023 actual: $273,463 |
Equity Ownership & Alignment
| Item | Shares/Value | As of | Notes |
|---|---|---|---|
| Beneficial Ownership (Common) | 183,333 | 4/18/2024 | “*” less than 1% of outstanding (39,094,770 shares outstanding) |
| RSUs Vested | 183,333 | 2024 | Value realized $1,901,163 upon 2024 vesting |
| PSUs Outstanding (Unearned) | 522,731 | 12/31/2024 | Market/payout value $6,351,182 at $12.15 close; none met price hurdles |
| Ownership Guidelines | 2x base salary for NEOs; retain 50% of net shares until guideline met | Policy snapshot 12/31/2023 | All officers “in compliance or on track” as of 12/31/2023 |
| Hedging/Pledging | Prohibited (options/derivatives/hedging/pledging) with narrow exception process | Policy | Exceptions require senior legal/CFO or committee chair approval with demonstration of capacity to repay without pledged securities |
Rule 10b5-1 trading plans: No officer or director adopted/terminated Rule 10b5-1 or non-Rule 10b5-1 arrangements in Q2 2025 .
Employment Terms
| Term | 2023 Agreements (at appointment) | 2024/2025 Updates (as reflected in proxies/letters) |
|---|---|---|
| Employment Start/Role | CFO effective 4/13/2023; indefinite term; report to CEO | Transition to COO effective 9/1/2025; new CFO appointed |
| Place of Work | Prague or home address; travel to Chicago HQ; potential relocation | Base salary unchanged at $450,000 |
| Bonus Eligibility | 2023 target 100% of base (pro-rated); max 150% | 2024 Annual Bonus set at fixed $150,000 target; cap 150% |
| Sign-on Equity | 183,333 RSUs (4/13/2023) vests 100% on 4/13/2024 | 2024 PSUs: 522,731 subject to shareholder approval (granted 6/12/2024 for accounting) |
| Severance (Qualifying Termination) | 12 months salary; accelerate time-based equity scheduled to vest in next 12 months; pro-rata performance awards (subject to certification) | As of 12/31/2024 illustrative table shows 3 months salary ($112,500) for qualifying termination; no equity acceleration shown for Ponrt at that date |
| Change-in-Control (CIC) | 12 months salary; pro rata target bonus; 100% accelerated vesting of outstanding equity; CIC excludes certain PFC transactions unless approved by disinterested Board majority | As of 12/31/2024 illustrative table shows 3 months salary ($112,500) + target bonus ($150,000); no equity acceleration shown for Ponrt at that date due to award mix/status |
| Restrictive Covenants | No competing/employment/consulting without consent; no assisting competitors; limited board service with conflict checks | Hedging/pledging prohibitions maintained |
Performance & Track Record
- Leadership transition and expanded remit: Appointed COO effective 9/1/2025; previously served as CFO since 4/13/2023 .
- Transformation contributions cited by CEO: Key architect of cost base restructuring, capital position improvement, and operational rigor; expanded leadership over Legal, HR, and Finance Engineering .
- Financing actions during tenure: Company completed a $244 million exchange into 2030 notes; CEO commentary links Ponrt to improving capital position (company-level milestone) .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; exceptions require high-threshold approvals—policy mitigates misalignment risk and pledging red flags .
- No Rule 10b5-1 plan activity in Q2 2025 (reduces risk of perceived opportunistic trading) .
- Related party transactions: No transactions requiring disclosure for Ponrt per Item 404(a) noted in Q2 2025; PFC CIC carve-out is explicitly addressed in severance terms .
- Option repricing/gross-ups/pension/SERP: No option repricing or tax gross-ups disclosed; company does not maintain pension/SERP or non-qualified deferred comp for NEOs .
Compensation Structure Analysis
- Mix shift to performance equity: 2024 long-term incentive moved to PSUs with multi-tier price hurdles and multi-year service tranches, increasing at-risk pay tied to market performance .
- Reduced severance economics: Illustrative severance in 2025 proxy shows 3 months salary for both CIC and non-CIC qualifying termination for Ponrt, down from 12 months at hire—reduces change-in-control and separation cash exposure .
- Bonus discipline: 2024 actual bonus of $10,388 versus $150,000 target indicates significant discretion/performance gating; 2023 bonus was $273,463 vs pro-rated target $323,014 .
Equity Ownership & Alignment Details
- Vested vs unvested balance: 2024 vesting of 183,333 RSUs realized $1.9M; PSUs outstanding (522,731) unearned at year-end with $6.35M indicative value—strong retention/tied to future stock performance .
- Ownership guidelines: Requires 2x base salary for NEOs and 50% net share holding until compliant; all officers were compliant or on track as of 12/31/2023 .
Employment Terms (Granular)
- Contract: Indefinite term; CEO may change job specifications; work location Prague/home with travel to Chicago; adherence to Code of Conduct and Insider Trading Policy .
- Board/Outside activities: Continuation only with prior written consent and conflict checks; list of existing boards provided at start .
- CIC carve-out: PFC gaining >50% voting power is not a CIC unless approved by disinterested Board majority .
Investment Implications
- Pay-for-performance alignment is high: 2024 PSUs require challenging stock price hurdles plus multi-year service tranches, deferring realizable value and aligning incentives with shareholder returns; none achieved by 12/31/2024, indicating awards are meaningfully at risk .
- Lower severance reduces downside risk: Shift from 12 months to 3 months salary in illustrative severance tables compresses potential cash outlays under termination events, improving governance optics and reducing golden parachute exposure .
- Near-term selling pressure appears contained: 2024 RSU vesting created an overhang (183,333 shares), but 50% net share holding requirement until ownership guideline is met plus no 10b5-1 activity in Q2 2025 suggest limited mechanical selling pressure absent separate Form 4 disclosures .
- Execution/retention: The multi-year PSU/service cadence and COO elevation underscore retention and execution continuity; CEO’s attribution of cost/capital improvements to Ponrt supports confidence in transformation leadership, though equity value realization depends on meeting price hurdles .