Luke Swanson
About Luke Swanson
Luke Swanson is Chief Technology Officer at Ibotta, Inc. (IBTA), serving since January 2013 and a member of the founding team . He is 44 years old and holds a Bachelor’s degree in Computer Science from the University of Colorado Boulder . Company performance relevant to his technology leadership: 2024 revenue was $367.3M (+15% YoY), adjusted EBITDA $112.2M (+35% YoY, 31% margin), and net income $68.7M (+80% YoY; 19% of revenue) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ibotta, Inc. | Vice President of Engineering | Apr 2012 – Jan 2013 | Founding engineering leadership ahead of CTO appointment |
| Ibotta, Inc. | Chief Technology Officer | Jan 2013 – Present | Founding team; oversees technology for leading digital promotions network |
| Photobucket Corp. | Vice President of Engineering | Dec 2009 – Apr 2012 | Led engineering at an image and video hosting website |
External Roles
- None disclosed in the 2025 Proxy Statement .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 429,327 | 446,448 |
| Target Bonus (% of Salary) | Not disclosed | 100% (employment letter tied to IPO) |
| Actual Bonus Paid ($) | 645,000 | 434,194 |
| 401(k) Match ($) | 10,840 | 10,350 |
| Life Insurance Premiums ($) | 125 | 132 |
- Employment terms: At‑will; base salary increased from $430,000 to $455,000 upon IPO; target annual bonus set at 100% of base salary .
Performance Compensation
2024 Annual Cash Bonus Plan
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA | 50% | Not disclosed | $112.2M | 97% of target (approved for NEOs) | Annual cash |
| Revenue | 50% | Not disclosed | $367.3M | 97% of target (approved for NEOs) | Annual cash |
RSU Awards (Luke Swanson)
| Grant Date | Type | Shares | Grant/Fair Value ($) | Vesting |
|---|---|---|---|---|
| Jan 2024 (in respect of 2023 performance) | RSUs | 8,973 | 279,509 | Not disclosed (retention/performance award granted in Jan 2024) |
| Apr 17, 2024 | Time‑based RSUs | 65,182 | Included in 2024 stock awards total ($5,736,016) | Equal quarterly over 4 years; quarterly vesting on first trading day on/after Mar 1, Jun 1, Sep 1, Dec 1, subject to service and post‑IPO liquidity event timing |
| Unvested as of Dec 31, 2024 | RSUs | 52,962 | 3,446,767 (market value at 12/31/2024) | Per above schedule |
Stock Options (Selected Outstanding Awards)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Jul 15, 2021 | 61,218 | 10,452 | 22.20 | Jul 15, 2031 |
| Feb 8, 2022 | 24,306 | 694 | 19.25 | Feb 8, 2032 |
| Mar 7, 2023 | 19,167 | 20,833 | 10.40 | Mar 7, 2033 |
| Prior grants (2018–2020) | Fully vested options (various strikes) | — | 5.05 / 5.35 / 12.75 / 8.30 | 2028–2030 |
- 2021 options’ vesting commencement was modified from IPO effectiveness to grant date (incremental fair value recognized) .
Clawback and Hedging/Pledging
- Compensation Recovery Policy (NYSE/SEC compliant) adopted Feb 2024; mandates clawback of excess incentive comp upon accounting restatements for covered officers (lookback generally three prior fiscal years) .
- Insider Trading Policy prohibits short sales, hedging, pledging, and margin accounts for company securities .
Equity Ownership & Alignment
| Component | Amount |
|---|---|
| Total beneficial Class A shares | 705,448 |
| % of Class A outstanding | 2.5% |
| Breakdown | 114,318 direct; 285,342 spouse; 45,045 Flat Tops Ventures LLC; 260,743 options exercisable within 60 days |
| Excluded trusts (no shared voting/dispositive power) | 206,000 Class A in Flat Tops 2024 Trust (spouse trustee; spouse/children beneficiaries) |
| Shares pledged as collateral | Prohibited by policy |
Employment Terms
| Term | Details |
|---|---|
| Employment start/date/current role | CTO since Jan 2013 (founding team) |
| Contract term | At‑will |
| Base salary; target bonus | $455,000 (post‑IPO); 100% target bonus |
| Severance (non‑COC) | Lump sum 100% salary; 100% target bonus (prorated); prior‑period cash incentive payout if earned; up to 12 months COBRA; 12 months accelerated vesting of time‑based equity (no performance awards) |
| Severance (COC; double‑trigger within CIC period) | Lump sum 150% salary; 150% target bonus (prorated); prior‑period cash incentive payout if earned; up to 18 months COBRA; 100% acceleration of time‑based equity (no performance awards) |
| Triggers and period | Double‑trigger within CIC period (3 months pre‑CIC to 1 year post‑CIC); Good Reason/Cause definitions per agreement |
| 280G treatment; tax gross‑ups | Best‑net cutback; no tax gross‑ups |
Investment Implications
- Pay-for-performance alignment: Cash bonus metrics weighted 50/50 on revenue and adjusted EBITDA with a 97% payout for 2024; clawback policy adds discipline to incentive outcomes .
- Insider supply and selling pressure: Time‑based RSUs vest quarterly and began post‑IPO market standoff, creating a steady cadence of potential share settlements (unvested RSUs 52,962 at year‑end) . Hedging/pledging prohibited, reducing forced‑sale risk .
- Skin‑in‑the‑game: Direct and family holdings (705,448 Class A; 2.5% of Class A) plus exercisable options indicate meaningful alignment; excluded trust holdings suggest additional family exposure without Luke’s control .
- Retention and change‑of‑control economics: Non‑COC severance includes cash and limited acceleration; double‑trigger CIC provides 150% salary/bonus and full acceleration of time‑based equity—supportive for retention but with moderate CIC cost to shareholders .
- Execution track record context: Company delivered strong 2024 financial performance (revenue $367.3M; adjusted EBITDA $112.2M; net income $68.7M) during Luke’s ongoing tenure leading technology, consistent with scaling the Ibotta Performance Network .