Monica Greenberg
LIVEPERSONAbout Monica Greenberg
Executive Vice President, Policy and General Counsel at LivePerson since April 2019; at the company since November 2006 (previously EVP Corporate Development/Strategic Alliances & General Counsel and EVP Business Affairs & General Counsel). Age 56; J.D. (Boston University), B.A. (University of Pennsylvania) . Company performance context: Adjusted EBITDA was $24.1M in 2024 vs $25.9M in 2023, while GAAP net loss was $(134.3)M in 2024 vs $(100.4)M in 2023 . Pay-versus-performance disclosure shows cumulative TSR values of 4.26 (2024), 10.61 (2023), and 28.39 (2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LivePerson, Inc. | EVP, Policy & General Counsel | Apr 2019–present | Leads legal/policy; continuity through leadership transitions . |
| LivePerson, Inc. | EVP, Corporate Development, Strategic Alliances & General Counsel | Dec 2017–Apr 2019 | Corporate development, alliances; legal leadership . |
| LivePerson, Inc. | EVP, Business Affairs & General Counsel | Feb 2014–Dec 2017 | Oversight of business affairs and legal . |
| LivePerson, Inc. | SVP, Business Affairs & General Counsel | Nov 2006–Feb 2014 | Established legal/compliance foundation . |
| Nuance Communications, Inc. | VP, General Counsel & Senior Corporate Counsel | Apr 2000–Apr 2004 | Growth-stage tech legal leadership . |
| Wilson Sonsini Goodrich & Rosati | Associate | Jul 1996–Dec 1998 | Silicon Valley tech transactions/SEC . |
| Willkie Farr & Gallagher | Associate | Sep 1994–Jul 1996 | Corporate/securities practice . |
| Independent Consultant | Consultant | May 2004–Oct 2006 | Advisory flexibility across matters . |
| Small Business | Principal | Jan 1999–Mar 2000 | Entrepreneurial operating experience . |
External Roles
No current public-company directorships disclosed in executive officer biography .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 450,000 | 450,000 |
| Retention/Bonus ($) | — | 450,000 (retention bonus) |
| All Other Compensation ($) | 21,250 | 21,240 |
| Perks detail ($) | Term life insurance: $—; 401(k) match: $—; Health/dental/vision/disability: $— | Term life insurance: $648; 401(k) match: $13,375; Health/dental/vision/disability: $7,217 |
Notes:
- Stock ownership guidelines: NEOs must hold stock equal to 2x base salary; unvested RSUs/stock options do not count; compliance measured by 2027; if short, must hold net shares from vesting/exercise until met .
- Hedging/short sales/derivatives/margining/pledging prohibited for officers and directors .
- Company-wide clawback policy (Rule 10D-1 compliant) effective Oct 2, 2023, covering erroneously awarded incentive comp tied to financial reporting measures over prior 3 fiscal years .
Performance Compensation
| Metric | Weighting | Threshold / Target / Max (FY2024) | Actual (FY2024) | Payout per Metric | Vesting/Timing |
|---|---|---|---|---|---|
| B2B Recurring Monthly Revenue ($M) | 30% | 296 / 307 / 320 | 289 | 0% | Annual cash bonus |
| B2B New Annual Recurring Revenue ($M, net of churn) | 30% | (31) / (23) / 8 | (55) | 0% | Annual cash bonus |
| B2B Free Cash Flow ($M) | 40% | (6) / 2 / 10 | 3 | 100% | Annual cash bonus |
| Individual/Discretion | — | — | — | No adjustments made | — |
| Actual Annual Bonus Paid ($) | — | Target 50% of salary ($225,000) | Company pool at 30% of target | $67,500 (30% of target) | Paid in cash |
| Equity Grants (RSUs) | — | Jan 2024: 30,582 RSUs 1-year cliff | Sep 2024: 400,000 RSUs 1-year cliff | Grant-date fair value $535,930 (2024) | 1-year cliff vest |
Equity Ownership & Alignment
| Date (Record) | Beneficial Ownership (Shares) | % of Outstanding | Components disclosed |
|---|---|---|---|
| May 1, 2025 | 411,964 | <1% | Includes 283,620 options exercisable within 60 days |
| Sep 15, 2025 | 836,640 | <1% | Includes 283,620 options exercisable within 60 days; 400,000 RSUs vesting within 60 days; 12,499 PRSUs to settle within 60 days |
Vesting schedules and potential selling-pressure checkpoints:
- RSUs: 30,582 granted Jan 2, 2024 (vested Jan 2, 2025) ; 400,000 granted Sep 23, 2024 (cliff vest Sep 23, 2025) .
- PRSUs: 2022 grant; 3-year performance period; final vest on July 27, 2025 subject to TSR modifier and continued employment .
- Options: remaining unvested 5,700 options from Apr 9, 2021 vest May 7, 2025; expirations and strikes include 39,520 @ $7.60 (exp 5/5/2027), 130,000 @ $12.45 (exp 2/16/2028), 50,000 @ $29.55 (exp 4/11/2029), 41,300 @ $27.39 (exp 5/15/2030), and 22,800 @ $51.74 (17,100 exercisable; 5,700 unexercisable until 5/7/2025; exp 5/7/2031) .
Ownership policy and alignment:
- Mandatory ownership: 2x salary; compliance measured by 2027; if short, full net share holding from vest/exercise required until goal met .
- Hedging/pledging/margining prohibited; reduces misalignment risk .
- Clawback policy in place for financial restatements .
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | Dated Oct 25, 2006; eligibility for annual bonus comparable to peer roles; standard benefits . |
| Severance (no cause or constructive termination) | Lump-sum 6 months base salary; 6 months COBRA at active-employee cost; immediate vesting of all unvested options; vested options exercisable up to 1 year post-termination (or original expiry if sooner) . |
| Change-of-Control + qualifying termination (within 1 year) | Lump-sum 9 months base salary; 6 months COBRA at active-employee cost; same option acceleration/exercisability as above . |
| Non-compete / Non-solicit / Garden leave | Not disclosed in proxy . |
| Deferred compensation | Plan exists; current NEOs have not elected deferrals; no company contributions to date . |
| Tax gross-ups | Amended 2019 Stock Incentive Plan provides no tax gross-ups; employment agreement gross-up not disclosed . |
Multi‑Year Compensation Summary
| Component | 2023 ($) | 2024 ($) |
|---|---|---|
| Salary | 450,000 | 450,000 |
| Bonus/Retention | — | 450,000 |
| Stock Awards (Grant-Date FV) | 394,411 | 535,930 |
| Option Awards (Grant-Date FV) | — | — |
| Non-Equity Incentive (Annual Bonus) | 128,025 | 67,500 |
| All Other Compensation | 21,250 | 21,240 |
| Total | 993,686 | 1,524,670 |
Compensation Structure Analysis
- Mix shift: 2024 included a large cash retention bonus ($450k), increasing guaranteed cash vs prior year; annual bonus dropped to 30% of target due to operational underperformance on revenue/New ARR .
- Equity awards: One-time benchmarking RSUs (30,582) and annual RSUs (400,000) granted in 2024 with 1‑year cliff vesting, indicating near-term retention emphasis; no options granted to Greenberg in 2024 (option grants concentrated at CEO) .
- Governance: Clawback policy and prohibition on hedging/pledging; dividends on equity accrue and only pay upon vesting under updated plan rules .
Compensation Peer Group and Say‑on‑Pay
- Peer groups reviewed and updated in 2024; examples include Amplitude, Fastly, Model N, Olo, PROS, Upland, Yext, Zuora, among others; Compensia engaged as independent consultant; committee independence affirmed .
- 2024 say‑on‑pay approval exceeded 88%, viewed by Board as endorsement of program design .
Risk Indicators & Red Flags
- Related party transactions: None involving executives since 2024; Company entered a cooperation agreement with Vector Capital regarding board refreshment, not specific to Greenberg .
- Legal proceedings: No material proceedings involving any director or officer disclosed .
- Listing compliance pressures at company level (reverse split authorization sought later in 2025), may indirectly impact equity award realizability and retention dynamics; not specific to Greenberg .
Investment Implications
- Near-term supply from vesting: 400,000 RSUs cliff vest Sep 23, 2025; PRSUs vest July 27, 2025. These events can create localized selling pressure unless mitigated by ownership guideline holding requirements .
- Alignment safeguards: No hedging/pledging; clawback policy; dividends only upon vesting—reduces misalignment and pay-for-underperformance risk .
- Retention and severance economics: Cash severance is modest (6–9 months salary) and option acceleration is the principal equity protection, suggesting balanced retention with limited “golden parachute” risk .
- Performance sensitivity: 2024 bonus outcomes tied to Free Cash Flow accomplishment (payout driven entirely by FCF), while revenue/New ARR fell short—indicates compensation is responsive to financial execution; watch for future metric design changes in 2025 to assess ease vs rigor .