Dennis B. Story
MANHATTAN ASSOCIATESAbout Dennis B. Story
Dennis B. Story, age 61, is Executive Vice President, Chief Financial Officer, and Treasurer of Manhattan Associates, Inc., serving as CFO since 2011 (with an approximately one‑month hiatus in 2016) and originally joining as SVP, CFO & Treasurer in March 2006 . Under the company’s strategy he helps oversee, Manhattan delivered record 2024 revenue of $1.042B (+12% YoY), GAAP diluted EPS of $3.51 (+24% YoY), and AOI of $360.9M, alongside cloud revenue growth of +32% and RPO of $1.8B (+25% YoY) . Over the last decade, Manhattan’s stock rose 564% from $40.72 (12/31/2014) to $270.24 (12/31/2024), with multi‑year pay‑versus‑performance alignment driven by equity‑based compensation and sustained TSR expansion .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Manhattan Associates | EVP, CFO & Treasurer | 2011–present (one‑month hiatus in 2016) | Led finance through cloud transition; pay-for-performance architecture and AOI/Target Revenue/New Cloud Bookings metrics |
| Manhattan Associates | SVP, CFO & Treasurer | Mar 2006–Jan 2011 | Built finance function post‑IPO scale; supported innovation investment cadence |
| Fidelity National Information Services (FIS) | SVP Finance | Feb 2006 | Post‑merger finance integration (Certegy + FIS) |
| Certegy Inc. | SVP Finance | 2004–Feb 2006 | Led finance during separation from Equifax and subsequent FIS merger |
| NewRoads Inc. | CFO | Sep 2003–Sep 2004 | Finance leadership for outsourced fulfillment/customer care provider |
| Equifax Inc. | SVP & Corporate Controller | Dec 2000–Aug 2003 | Public company controller, SEC reporting and internal controls |
External Roles
No external board roles or committee positions disclosed for Story in 2025 proxy .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $450,000 | $473,000 | $493,000 |
| Target Bonus (%) | — | 77% of base | 77% of base |
| Target Bonus ($) | — | — | $380,000 |
| Actual Non‑Equity Incentive ($) | $469,200 | $576,700 | $482,600 |
| All Other Compensation ($) | $31,998 | $34,856 | $35,369 |
Notes:
- 2024 annual bonus paid at 127% of target for NEOs including Story .
- Minimum base salary per employment agreement: $402,000, subject to Board/Committee adjustments .
Performance Compensation
| Program | Metric | Weight | Threshold | Target | Maximum | Actual | Payout % |
|---|---|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Target Revenue ($mm) | 25% | 926.0 | 980.0 | 1,037.0 | 1,005.3 | 133% |
| Annual Cash Bonus (2024) | New Cloud Bookings | 25% | Not disclosed | Not disclosed | Not disclosed | Not disclosed | 26% |
| Annual Cash Bonus (2024) | AOI ($mm) | 50% | 283.0 | 301.0 | 360.0 | 360.9 | 175% |
| Total Bonus Payout (weighted) | — | — | — | — | — | — | 127% |
| Equity Awards (2024) | Type | Grant Date | Target Units (#) | Max Units (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| RSUs (service) | RSUs | 1/25/2024 | 4,467 | — | $975,057 |
| PSUs (performance) | RSUs (PSUs) | 1/25/2024 | 4,467 | 7,817 | $975,057 |
Additional details:
- 2024 PSUs earned at 127% of target based on weighted Target Revenue/New Cloud Bookings/AOI results; both service RSUs and earned PSUs vest in four equal annual installments starting the year after grant .
- 2024 equity payout value at 12/31/2024 price ($270.24) for Story: RSU $1,207,162 and PSU $1,533,072, total $2,740,234 (+41% vs grant) .
Equity Ownership & Alignment
| Ownership Element | Detail |
|---|---|
| Beneficial Shares Owned | 57,972 (<1% of 60,684,512 outstanding as of 2/28/2025) |
| Unvested RSUs | 33,614 service RSUs; 12,465 performance‑based RSUs (outstanding/unvested) |
| 2024 Stock Vested | 20,498 shares; $5,003,131 value realized |
| Outstanding Equity by Grant | 1/28/2021: 4,413; 1/27/2022: 8,363; 1/27/2022 special retention: 21,679; 1/26/2023: 14,166; 1/25/2024: 10,140 (sum includes earned PSUs at 127%) |
| Vesting Schedules | Standard RSU/PSU grants vest 25% per year over 4 years; 2022 special retention vests 10% (Jan 2024), 20% (Jan 2025), 30% (Jan 2026), 40% (Jan 2027), subject to continued employment |
| Ownership Guidelines | CFO must hold ≥2x base salary in stock; all executives met guidelines as of record date |
| Hedging/Pledging | Hedging and significant pledging prohibited; insider trading policy enforces blackout windows and bans monetization structures |
Alignment observations:
- Performance plans exclude EPS benefits from buybacks; 2024 repurchases totaled $242M, with program designed so executives don’t benefit from repurchase‑driven EPS effects .
Employment Terms
| Provision | Term |
|---|---|
| Agreement Type | At‑will executive employment agreement; title‑specific minimum salary, performance bonus eligibility, equity eligibility, indemnification/D&O coverage |
| Severance (no cause / constructive termination) | 12 months base salary and 12 months COBRA equivalent for medical/dental, grossed up for income tax, contingent on release and covenants |
| Story’s Severance (as of 12/31/2024) | $493,000 cash; $53,777 health benefits |
| Change‑of‑Control (Double Trigger) | If terminated within 24 months of CoC: pro‑rata target bonus for year of termination; an additional annual bonus equal to greater of current‑year target or prior year; full vesting of all outstanding RSUs; performance RSUs with incomplete performance deemed achieved at target |
| Story’s CoC Economics (as of 12/31/2024) | $1,023,100 cash; $15,553,663 accelerated stock vesting; $53,777 health benefits |
| Restrictive Covenants | 12‑month non‑compete, non‑solicitation of customers/employees; IP assignment; confidentiality |
| Clawback | Enhanced incentive compensation recoupment (SEC/NASDAQ compliant): three‑year lookback for accounting restatements; no fault required; administered by Compensation Committee |
| Tax Gross‑Ups | No excise tax gross‑ups on change‑in‑control; limited gross‑ups for President’s Club tax and company‑paid term life premiums (Story received both in 2024) |
| Equity Award Timing | Annual equity approved at first regular committee meeting; no MNPI timing; no stock options currently granted |
Performance & Track Record
- CFO guidance discipline: Ex‑FX RPO guidance (Q3’25) clarified; adjusted operating margin expected to expand 50–75 bps ex license/maintenance attrition, consistent with historical approach while increasing investment in sales and marketing; early 2026 budget views see consensus generally appropriate .
- Certifications: Story signed SOX 302 and 906 certifications for Q3’25 10‑Q and related exhibits .
- 2024 operational outcomes: Record revenue $1.042B, AOI $360.9M, EPS $3.51; Cloud revenue +32% YoY; RPO $1.8B [+25%], reflecting disciplined growth and high recurring revenue mix .
Compensation Structure Analysis
- Mix and at‑risk pay: In 2024, Story’s total compensation $2,961,083 comprised salary $493,000, non‑equity incentive $482,600, and stock awards $1,950,114, with performance‑based pay dominant, demonstrating pay‑for‑performance alignment .
- Metrics and rigor: Annual and PSU plans use three metrics—Target Revenue, New Cloud Bookings, AOI—with 0% payout below threshold and 175% cap at maximum; 2024 weighted payout was 127% .
- Equity emphasis and retention: 2022 special retention grant with stepped vesting 10/20/30/40% fosters retention through 2027 .
- Governance checks: Double‑trigger CoC, capped incentives, no option repricing/cash buyouts without shareholder approval, independent consultant (WTW) with independence safeguards .
Say‑on‑Pay & Peer Group
- Say‑on‑Pay support: 93% approval in 2024, indicating shareholder endorsement of NEO pay program .
- Peer group benchmarking: Committee used a diversified application/software peer set (e.g., CVLT, SPSC, TYL, DT, ESTC, FICO, HUBS, PTC, etc.) for 2024 decisions, without targeting a precise percentile .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; no related‑party transactions since Jan 1, 2024 .
- Limited perquisites; minor tax gross‑ups noted for President’s Club and term life premiums (Story: $17,859 gross‑ups; $7,160 life premium; $10,350 401(k) match in 2024) .
- Clawback policy in force; equity awards structured with four‑year vesting to curb short‑termism .
Investment Implications
- Alignment and retention: Significant unvested RSUs/PSUs and stringent ownership guidelines (2x salary for CFO) align Story’s incentives with long‑term TSR and reduce near‑term flight risk; 2022 retention grant further anchors continuity through 2027 .
- Incentive levers: Heavy weighting to AOI (50%) and revenue/booking metrics structures pay toward profitable growth; 2024 outcomes (127% payout) reflect disciplined execution and operating leverage .
- Change‑of‑control economics: Double‑trigger with full RSU acceleration and target PSU vesting could create event‑driven supply if a transaction occurs; however, lack of options and prohibition of hedging/pledging dampens misalignment risk .
- Trading pressure: Scheduled multi‑year vesting (including 20% of 2022 retention in Jan 2025 and ongoing 25% annual tranches) implies periodic settlement‑related flows, though company‑wide blackout windows and policies mitigate opportunistic selling .
- Governance quality: Strong say‑on‑pay support, independent committee oversight, and robust clawback reduce compensation‑related risk; CFO’s conservative guidance posture (margin expansion, RPO ex‑FX) signals execution discipline .