Bryan Leach
About Bryan Leach
Founder of Ibotta (2011), Chairman, Chief Executive Officer and President; age 47; education: Harvard AB (Social Studies), Oxford MPhil (Marshall Scholar), Yale JD; prior legal career includes clerkships for Justice David Souter (U.S. Supreme Court) and Judge José Cabranes (Second Circuit) and partnership at Bartlit Beck LLP . Ibotta’s FY2024 performance under Leach: revenue $367.3M (+15% YoY), net income $68.7M (19% margin), adjusted EBITDA $112.2M (+35% YoY); redeemers grew to 14.7M (+78% YoY) . Recent trend: Q3’25 revenue $83.3M (-16% YoY), net income $1.5M (2% margin), adjusted EBITDA $16.6M (20% margin); 1.4M shares repurchased for $38.7M in Q3’25 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bartlit Beck LLP | Partner | — | Trial and litigation leadership prior to founding Ibotta . |
| U.S. Supreme Court | Law Clerk to Justice David Souter | — | Supreme Court clerkship experience; legal analytical rigor . |
| U.S. Court of Appeals, Second Circuit | Law Clerk to Judge José Cabranes | — | Federal appellate clerkship experience . |
External Roles
No public-company directorships or external executive roles for Leach disclosed in the proxy; recognition includes Glassdoor Top 10 CEO (SMB), ColoradoBiz CEO of the Year, and EY Entrepreneur of the Year (Rocky Mountain) .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) |
|---|---|---|---|
| 2024 | 494,383 | 100% of base salary (2024 plan) | 480,691 |
| 2023 | 429,327 | n/d | 645,000 |
| Current (effective at IPO) | 523,000 (base) | 100% of base salary | — |
Notes: Employment is at-will; 2024 target bonuses were based 50% on Adjusted EBITDA and 50% on revenue .
Performance Compensation
Annual Bonus Plan (2024)
| Year | Metric | Weighting | Target | Payout |
|---|---|---|---|---|
| 2024 | Revenue | 50% | Not disclosed | 97% of target (for continuing NEOs) |
| 2024 | Adjusted EBITDA | 50% | Not disclosed | 97% of target (for continuing NEOs) |
Equity Awards and Vesting
| Grant Date | Instrument | Shares/Target | Vesting Terms | Unvested at 12/31/2024 (#) | 12/31/2024 Value ($) |
|---|---|---|---|---|---|
| 4/17/2024 | Time-based RSUs | 125,216 | Equal quarterly over 4 years; quarterly dates after IPO lock-up/liquidity trigger | 101,738 | 6,621,109 |
| 4/17/2024 | Performance RSUs (relative TSR vs Russell 2000 cohort) | 125,216 target | 0% below 60th percentile; 100% at 60th; 200% at ≥80th; vest on certification after FY2026; early measurement/partial vesting if CIC before period end | 125,216 (eligible upon achievement) | 8,149,057 (payout value) |
Option awards (selected outstanding at 12/31/2024):
| Grant Date | Exercisable | Unexercisable | Strike ($) | Expiration |
|---|---|---|---|---|
| 1/16/2017 | 212,000 | — | 3.99 | 1/16/2027 |
| 1/25/2018 | 30,000 | — | 5.05 | 1/25/2028 |
| 11/13/2018 | 50,000 | — | 5.35 | 11/13/2028 |
| 12/11/2019 | 50,000 | — | 12.75 | 12/11/2029 |
| 12/08/2020 | 250,000 | — | 8.30 | 12/08/2030 |
| 07/15/2021 | 150,736 | 25,735 | 22.20 | 07/15/2031 |
| 07/15/2021 | 106,618 | 69,853 | 22.20 | 07/15/2031 |
| 02/08/2022 | 24,306 | 694 | 19.25 | 02/08/2032 |
| 03/07/2023 | 28,750 | 31,250 | 10.40 | 03/07/2033 |
Notes: 2021 options’ vesting commencement dates were amended in 2024 to begin at grant (retention-focused) . Post-IPO 2024 equity grants also included 8,973 RSUs awarded for 2023 performance (retention/lock-up) .
Equity Ownership & Alignment
| Holder | Class A Shares (#) | Class B Shares (#) | Options Exercisable (within 60 days) (#) | Voting Power (%) |
|---|---|---|---|---|
| Bryan Leach | 968,511 | 2,318,424 | 937,516 | 51.9 |
Additional alignment/control features:
- Dual-class structure: Class B carries 20 votes/share; Leach and affiliates beneficially hold all Class B; company qualifies as a “controlled company,” but states it does not rely on exemptions and intends to comply with NYSE governance requirements .
- Equity Exchange Right Agreement: Leach may exchange certain pre-IPO RSUs/options (384,621 RSUs; 1,029,942 options as of 3/15/2025) into Class B shares, reinforcing voting control .
- Insider Trading Policy prohibits short sales, hedging/derivatives, margin accounts, and pledging of company stock (reduces misalignment risk) .
Employment Terms
- At-will employment; current base $523,000; on-target annual bonus 100% of base .
- Clawback: NYSE/SEC-compliant policy covering “officers” for excess incentive comp upon an accounting restatement (from Oct 2, 2023 onward) .
Severance (non–change-in-control):
| Component | Benefit |
|---|---|
| Cash | 100% of base salary; plus for Leach, 100% of target annual bonus (prorated) . |
| COBRA | Company-paid premiums up to 12 months (or taxable equivalent) . |
| Equity | Acceleration of time-based equity scheduled to vest in 12 months post-termination (performance awards excluded) . |
Severance (double-trigger; termination within 3 months before to 1 year after a CIC):
| Component | Benefit |
|---|---|
| Cash | 150% of base salary and 150% of target annual bonus (prorated) . |
| COBRA | Company-paid premiums up to 18 months (or taxable equivalent) . |
| Equity | 100% acceleration of outstanding unvested time-based equity (performance awards excluded unless otherwise specified) . |
| 280G | Best-net cutback; no excise tax gross-up . |
Performance RSUs CIC treatment: performance measured on truncated period pre-CIC; pro-rata vesting of eligible shares immediately before CIC; remainder vests quarterly through original period (service-based) .
Board Governance & Service
- Roles: Chairman of the Board, CEO, President; Director since 2011; not independent .
- Lead Independent Director: Amit N. Doshi; lead independent role strengthened given combined CEO/Chairman structure .
- Governance: Company deemed a “controlled company” due to Leach’s voting control, yet states it does not rely on controlled-company exemptions and intends to comply with NYSE governance requirements .
- Board meetings/attendance: 10 meetings in 2024; all directors attended ≥75% of meetings and committees served .
- Committee memberships: Leach not listed on audit, compensation, or nominating/governance committees .
- Director compensation: Employee directors (Leach) receive no additional director pay .
Performance & Track Record
FY2024 (audited, per proxy)
| Metric | FY2024 |
|---|---|
| Revenue ($) | 367,254,000 |
| Net income ($) | 68,742,000 |
| Net income margin (%) | 19 |
| Adjusted EBITDA ($) | 112,220,000 |
| Adjusted EBITDA margin (%) | 31 |
Q3 2025 vs Q3 2024 (press release)
| Metric | Q3 2024 | Q3 2025 | YoY Change |
|---|---|---|---|
| Revenue ($) | 98,621,000 | 83,260,000 | -16% |
| Net income ($) | 17,239,000 | 1,533,000 | -91% |
| Adjusted EBITDA ($) | 36,519,000 | 16,611,000 | -55% |
| Adjusted EBITDA margin (%) | 37 | 20 | -17 pp |
Additional operating notes (Q3’25):
- Redeemers +19% YoY (18.2M vs 15.3M) driven by Instacart (launched Q4’24) and DoorDash offers (Q2’25) .
- Share repurchases: 1.4M shares for $38.7M at $26.73 avg (excl. fees/tax) .
Management transitions:
- Interim CFO (Valarie Sheppard) appointed Mar 14, 2025; Matt Puckett named CFO effective Aug 25, 2025 (base $550K; target bonus $450K; $9M RSU award; change-in-control/severance per standard form) .
Related Party Transactions (selected)
| Transaction | Counterparty | Amount/Terms |
|---|---|---|
| Legal services | Wilson Sonsini Goodrich & Rosati (Director Larry Sonsini’s firm) | $4,099,058 in 2024; $394,510 payable at 12/31/2024 . |
| Convertible notes (2022) | KDT Ibotta Holdings LLC; WS Investment; family trusts related to Leach | Principal $69.5M to KDT; $0.1M to WS; $0.5M to Leach’s father/step-mother; $0.5M to in-laws’ trust; all converted to 1,177,087 Class A shares at IPO closing . |
| Equity exchange/conversion at IPO | Bryan Leach & entities | 3,668,427 Class A automatically exchanged to Class B pre-IPO; Equity Exchange Right Agreement covering 384,621 RSUs and 1,029,942 options to exchange into Class B . |
| Walmart commercial/warrant | Walmart | Exclusive digital offers provider agreement; warrant up to 4,121,034 shares with milestone vesting; 3,502,879 shares exercisable as of 12/31/2024 . |
Risk Indicators & Red Flags
- Control and entrenchment risk: Leach holds majority voting power via Class B and retains exchange rights to convert eligible equity into Class B; combined CEO/Chairman role elevates governance concentration despite presence of a lead independent director .
- Equity overhang/vesting supply: Large 2024 grants (time-based RSUs vest quarterly over 4 years; PSUs through 2026) can create periodic selling pressure around vest dates and potential dilution on settlement .
- Litigation/investor actions: Multiple law firms publicly announced investor investigations and litigation in June 2025 (e.g., Pomerantz; Faruqi; others) .
- Mitigants: Clawback in place; prohibition on shorting/hedging/pledging; no 280G gross-ups in severance .
Compensation Committee & Peer Practices (high-level)
- Compensation Committee (independent): Chair Amanda Baldwin; retained Compensia as independent consultant; assessed consultant independence; focus on competitive and performance-linked pay .
- Outside Director pay and equity program defined; employee directors (Leach) receive no board fees .
Equity Ownership & Beneficial Holders (context)
- Leach: 3.4% of Class A, 73.9% of Class B; 51.9% total voting power .
- Other >5% holders include Clark Jermoluk Founders Fund (21.8% Class A), KDT Ibotta (16.0% Class A), Walmart (warrant for 3.5M shares), D.E. Shaw, Barclays, Vanguard, Southpoint; details per Schedule 13G/13G-A .
Investment Implications
- Alignment vs entrenchment: Leach’s substantial personal ownership, exchange rights into super-voting Class B, and combined CEO/Chair role align him with long-term value creation but concentrate governance power (controlled-company dynamics persist despite stated NYSE compliance) .
- Pay-for-performance design improved with explicit revenue and adjusted EBITDA weighting (50/50) and a sizeable relative TSR PSU grant (0–200% payout) through FY2026; however, the size of 2024 equity grants elevates dilution/overhang and potential quarterly selling pressure as RSUs vest .
- Change-in-control economics are moderate (1.5x salary and bonus; full service-based vesting; no gross-ups) and clawback/anti-hedging/anti-pledging policies are shareholder-friendly .
- Execution risk: FY2024 fundamentals were strong, but Q3’25 saw revenue/margin compression and management transition in Finance; subsequent share repurchases signal confidence but near-term volatility in growth and profitability metrics could affect PSU realizability and incentive alignment .