Charles E. Moran
MANHATTAN ASSOCIATESAbout Charles E. Moran
Independent director of Manhattan Associates since May 2017; age 70. Retired Chairman and CEO of Skillsoft (CEO 1998–2015; Chairman 2015–2016). Core credentials: seasoned software CEO with CFO/COO experience; expertise in digital transformation, SaaS business models, and cybersecurity. Currently serves on Manhattan’s Compensation Committee and is deemed independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skillsoft Corporation | Chairman and CEO (retired) | CEO 1998–2015; Chairman 2015–2016 | Led shift to cloud-based learning; extensive SaaS experience |
| NETg (National Education Corp. subsidiary) | President & CEO | 1995–1997 | Led computer-based IT training business |
| SoftDesk | COO & CFO | 1993–1994 | Company later acquired by Autodesk |
| Sytron Corp (Rexon subsidiary) | President | 1992–1993 | Data management software leadership |
| Insite Peripherals | VP Sales & Marketing | 1989–1992 | Sales leadership in hardware components |
| Archive Corporation; Florida Data; Hamilton-Avnet | Various management roles | Prior roles | Early career operating and distribution experience |
| Higher One, Inc. | Public company director | 2009–2014 | Board service in payments tech |
| Workgroup Technology | Public company director | 1997–2001 | Board service in enterprise software |
External Roles
| Company | Role | Committees | Notes |
|---|---|---|---|
| Commvault Systems (NASDAQ: CVLT) | Director | Not disclosed | Current public board service |
| Intapp Inc. (NASDAQ: INTA) | Director | Not disclosed | Current public board service |
Network note: Manhattan’s board expects to appoint Danielle Sheer, Chief Trust Officer of Commvault Systems, to the board as of the 2025 AGM (shared company affiliation, not an interlock) .
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director under NASDAQ rules |
| Committee assignments | Compensation Committee member (not chair) |
| Chair roles | None disclosed |
| Attendance | All directors attended 100% of Board and committee meetings in 2024 |
| Meeting cadence (2024) | Board 5; Audit 4; Compensation 5; Nominating & Governance 6 |
| Executive sessions | Independent directors meet regularly without management |
| Majority vote policy | Resignation policy if a director fails to receive majority support (in uncontested elections) |
| Lead independent oversight | Board adopted Lead Independent Director Policy when Chair is not independent |
Fixed Compensation (Director)
| Component | 2024 Program (Cash) | Moran 2024 Actual |
|---|---|---|
| Board annual retainer | $60,000 (non-chair) | $60,000 |
| Compensation Committee member | $7,500 | $7,500 |
| Audit Committee member | $10,000 (not applicable to Moran) | — |
| Nominating & Governance member | $5,000 (not applicable to Moran) | — |
| Chairman fee (if applicable) | $160,000 (not applicable to Moran) | — |
| Total cash fees | — | $67,500 |
Performance Compensation (Director Equity)
| Grant Year | Grant Date | Form | Grant Value | Units | Vesting |
|---|---|---|---|---|---|
| 2024 | May 11, 2024 | RSUs | $260,000 | 1,154 | Vest on earlier of 1 year or next AGM, subject to service |
| 2023 | May 11, 2023 | RSUs | $260,000 | 1,524 | Vest on earlier of 1 year or next AGM, subject to service |
- 2024 Director Compensation (Moran): Cash $67,500; Stock awards $260,054; Total $327,554 .
- Director equity grants are service-based (no performance metrics) and settled 1:1 in common stock upon vesting .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Commvault Systems; Intapp Inc. |
| Committee interlocks | Company states there were no Compensation Committee interlocks or insider participation requiring disclosure in 2024 |
| Related-party transactions | None requiring disclosure since Jan 1, 2024; none proposed |
Expertise & Qualifications
- Digital transformation, cloud/SaaS business models, and cybersecurity .
- Broad operating background spanning sales, CFO/COO roles; former public-company CEO .
- Corporate governance and strategy experience applicable to enterprise software .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (Feb 28, 2025) | 19,654 common shares (excludes unvested RSUs) |
| Unvested RSUs outstanding (Dec 31, 2024) | 1,154 RSUs (standard annual director grant) |
| Ownership guidelines | Non-employee directors must hold shares (excluding unvested RSUs) ≥ 5x annual cash retainer, within 5 years; as of the record date, each non-executive director met the guidelines |
| Hedging/pledging | Hedging prohibited; significant pledging prohibited under policy |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2025-10-23 | 2025-10-21 | Gift (disposition) | 20,808 | 1,330 | https://www.sec.gov/Archives/edgar/data/1056696/000122520825008723/0001225208-25-008723-index.htm |
| 2025-05-15 | 2025-05-13 | Award (grant) | 1,330 | 22,138 | https://www.sec.gov/Archives/edgar/data/1056696/000122520825005137/0001225208-25-005137-index.htm |
| 2024-05-28 | 2024-05-23 | Award (grant) | 1,154 | 20,808 | https://www.sec.gov/Archives/edgar/data/1056696/000122520824006408/0001225208-24-006408-index.htm |
| 2023-05-15 | 2023-05-11 | Award (grant) | 1,524 | 19,654 | https://www.sec.gov/Archives/edgar/data/1056696/000120919123029504/0001209191-23-029504-index.htm |
Note: The October 2025 gift significantly reduced directly held shares; monitor subsequent filings and ownership guideline compliance. Company policy prohibits hedging and significant pledging .
Governance Assessment
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Strengths
- Independent director; Compensation Committee member; no interlocks disclosed .
- Strong attendance culture (100% director attendance in 2024) and robust committee cadence .
- Director pay structure aligns with shareholders via meaningful annual equity grants; share ownership guidelines met as of record date .
- Clear governance controls: majority vote resignation policy; prohibition on hedging/pledging; related-party oversight; independent consultant review of compensation .
-
Watch items / potential red flags
- Large charitable gift in Oct 2025 materially lowered direct holdings to 1,330 shares; while not a sale, it reduces immediate “skin in the game.” Monitor future grants/holdings and any policy exceptions; verify ongoing compliance with 5x retainer guideline as holdings update .
- Shared affiliation: anticipated addition of Commvault executive to Manhattan’s board increases network ties with a company where Moran serves as director; no related-party transactions disclosed, but continue oversight for potential conflicts .
-
Contextual signals
- Board and committees are majority-independent with independent-only committees; lead independent director framework adopted as chair transitions to an executive chairman structure, preserving independent oversight .
All citations: and SEC Form 4 URLs embedded above.