Bruce S. Richards
MANHATTAN ASSOCIATESAbout Bruce S. Richards
Bruce S. Richards, age 70, is Senior Vice President, Chief Legal Officer, and Secretary of Manhattan Associates, serving in this role since August 2011 following senior legal roles at Equifax and Certegy and private practice; he is a long-tenured legal and governance executive guiding compliance and corporate matters through Manhattan’s cloud transition . Company performance under the current compensation framework ties executive pay to Target Revenue, New Cloud Bookings, and Adjusted Operating Income (AOI); in 2024 Manhattan achieved 127% payouts on both the annual cash bonus and PSU programs, with AOI reaching $360.9 million and revenue used for bonus purposes at $1,005.3 million, and cumulative TSR over 2020–2024 rising from $132 to $339 (company TSR index) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Taylor English Duma LLP | Partner (Corporate/Business Law) | 2005–2011 | Advised corporates; interim GC engagements |
| Witness Systems, Inc. | Interim General Counsel | 2007 | Supported governance during transition |
| Certegy Inc. | Corporate VP, General Counsel & Secretary | 2001–2002 | Led legal post-Equifax spinoff |
| Equifax Inc. | Corporate VP & General Counsel | 1996–2000 | Oversaw public-company legal/compliance |
| Telecredit, Inc. | VP & General Counsel | 1989–1990 | Managed legal until sale to Equifax |
External Roles
No current public company directorships disclosed; historical external role includes interim General Counsel at Witness Systems (2007) .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $350,000 | $367,000 | $387,000 |
| Target Bonus (% of Salary) | — | 61% | 61% |
| Actual Bonus Paid ($) | $296,700 | $355,500 | $299,720 |
| All Other Compensation ($) | $30,805 | $34,836 | $35,319 |
| All Other – Breakdown (2024) | — | — | 401(k) $10,350; Life Insurance $7,149; Tax gross-up $17,850 |
Performance Compensation
Annual Cash Bonus (Program Design and 2024 Outcomes)
| Metric | Weight | Threshold | Target | Max | 2024 Actual | Payout % |
|---|---|---|---|---|---|---|
| Target Revenue ($mm) | 25% | $926.0 | $980.0 | $1,037.0 | $1,005.3 | 133% |
| New Cloud Bookings | 25% | — | — | — | Not disclosed* | 26% |
| AOI ($mm) | 50% | $283.0 | $301.0 | $360.0 | $360.9 | 175% |
| Weighted Total | 100% | — | — | — | — | 127% |
| Executive | Target ($) | Payout ($) | Payout % |
|---|---|---|---|
| Bruce S. Richards (SVP, CLO) | $236,000 | $299,720 | 127% |
*Company does not disclose New Cloud Bookings target/actual to avoid competitive harm . AOI excludes equity comp and specified items and is calculated on constant currency for compensation purposes .
Equity Awards and Vesting
| Grant Date | Award Type | Target Shares | Max Shares | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| 1/25/2024 | Service-based RSUs | 1,603 | — | $349,903 | 25% per year over 4 years |
| 1/25/2024 | Performance-based RSUs (PSUs) | 1,604 | 2,807 | $350,121 | Earned at 127%; vests 25% per year over 4 years |
| Special Retention RSUs (2022) | Service-based RSUs | — | — | — | 10% Jan’24; 20% Jan’25; 30% Jan’26; 40% Jan’27 |
| 2024 LTIP Target vs Earned Value | RSU Target ($) | PSU Target ($) | Total Target ($) | RSU Earned Value at 12/31/24 ($) | PSU Earned Value at 12/31/24 ($) | Total Earned ($) | Change |
|---|---|---|---|---|---|---|---|
| Bruce S. Richards | $349,903 | $350,121 | $700,024 | $433,195 | $550,479 | $983,674 | +41% |
2024 stock awards vested: 7,239 shares; value realized $1,766,996 .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficially Owned Common Shares | 8,915 (as of Feb 28, 2025) |
| Ownership % of Shares Outstanding | <1% (60,684,512 shares outstanding) |
| Unvested RSUs (excluded from beneficial ownership) | 15,078 |
| Unvested PSUs (excluded from beneficial ownership) | 635 |
| Stock Ownership Guidelines (CLO multiple) | 1× base salary; all execs compliant as of Record Date |
| Hedging/Pledging Policy | Prohibits hedging and significant pledging; black-out windows apply |
Outstanding unvested equity by grant (market value at $270.24/share):
| Grant Date | Units Unvested (#) | Market Value ($) |
|---|---|---|
| 1/28/2021 | 1,598 | $431,844 |
| 1/27/2022 | 3,012 | $813,963 |
| 1/27/2022 (performance-based at grant) | 6,505 | $1,757,911 |
| 1/26/2023 | 5,055 | $1,366,063 |
| 1/25/2024 | 3,640 | $983,674 |
Note on insider selling: We attempted to fetch 2024–2025 Form 4 data for Bruce S. Richards via the insider-trades skill, but access was temporarily unavailable (HTTP 401); monitor upcoming vest dates and Form 4 filings for selling pressure around quarters and January vest events [ReadFile insider-trades SKILL.md] (tool access attempt) and .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | Standard at-will executive agreement (consistent across NEOs) |
| Minimum Base Salary (CLO) | $320,000 (subject to Board/Comp Committee adjustment) |
| Severance (non-CIC) | 12 months base salary + 12 months COBRA-equivalent medical/dental grossed up; release required |
| Severance (CIC + termination within 24 months) | Double-trigger: pro rata target bonus for year of termination; additional annual cash bonus equal to greater of target or prior-year; full vesting of all outstanding/unvested RSUs; PSUs deemed earned at target |
| Non-compete/Non-solicit | 12 months post-termination non-solicit of customers and employees; restrictions on performing similar duties for designated competitors; IP assignment obligations |
| Indemnification | Full extent permitted by law; D&O insurance; indemnification agreement in place |
Potential payments (as of 12/31/2024):
| Scenario | Cash Severance ($) | Accelerated Stock Vesting ($) | Health Benefits ($) |
|---|---|---|---|
| Termination w/o cause or constructive termination | $387,000 | — | $53,777 |
| CIC + termination w/o cause or constructive termination | $716,220 | $5,236,440 | $53,777 |
Performance & Pay Linkage (Company-level context)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income ($mm) | $87 | $110 | $129 | $177 | $218 |
| AOI ($mm) | $148 | $178 | $212 | $281 | $362 |
| Company TSR (Index) | 132 | 195 | 152 | 270 | 339 |
Compensation governance highlights: Pay-for-performance design; double-trigger CIC; clawback policy; prohibition on hedging/major pledging; no excise tax gross-ups; independent Compensation Committee and external consultant; say-on-pay approval of ~93% in 2024 .
Investment Implications
- High alignment, low-option risk: Richards’ compensation is largely equity-based RSUs/PSUs tied to revenue, AOI, and cloud bookings, with four-year vesting that encourages retention; no options and plan prohibits option repricing/cash buyouts, reducing repricing risk .
- Retention and supply overhang: Special 2022 retention RSUs vest 20% in Jan’25, 30% in Jan’26, and 40% in Jan’27, creating predictable vesting-related supply events; 2024 vesting realized $1.77 million for Richards, and unvested units total 19,810 across grants as of year-end .
- CIC economics: Double-trigger CIC provides cash plus full RSU acceleration (PSUs at target), with a December 2024 estimate of ~$6.0 million (cash+benefits+equity) for Richards, implying meaningful protection yet standard governance practices (no excise tax gross-ups) .
- Ownership and pledging: Beneficial ownership (<1%) is complemented by unvested RSUs/PSUs; company policies require 1× salary ownership for CLO and prohibit hedging/significant pledging, mitigating misalignment/pledging red flags; all execs met guidelines as of Record Date .
- Execution risk: Bonuses/PSUs depend heavily on AOI and cloud bookings; 2024 payouts were driven by AOI maxing out (175%) while New Cloud Bookings underperformed (26%), highlighting sensitivity to enterprise SaaS selling cycles even as total payouts still reached 127% .