Eddie Capel
MANHATTAN ASSOCIATESAbout Eddie Capel
Eddie Capel, age 64, is Manhattan Associates’ Executive Vice-Chairman and expected to become Executive Chairman following the May 13, 2025 annual meeting; he served as President & CEO from January 1, 2013 to February 11, 2025 and joined the Board in July 2012 . Capel’s background spans global operations, product management, R&D, and customer services, with prior roles at Real Time Solutions, Unarco Automation, and ABB Robotics in the UK . Over 2020–2024, company performance metrics show strong alignment of pay with performance: total shareholder return (TSR) rose from $270 to $339 in 2024 with a 25% yearly return, Net Income increased to $218mm, and Adjusted Operating Income (AOI) to $362mm . Management highlights a 10‑year stock price increase from $40.72 (12/31/2014) to $270.24 (12/31/2024), reflecting long-term value creation and execution on Manhattan Active cloud strategy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Manhattan Associates | Executive Vice-Chairman; Former President & CEO | Exec VC since Feb 12, 2025; CEO 2013–2025 | Led strategy, resources, stakeholder communications; guided cloud transition and growth |
| Manhattan Associates | President & COO | Jul 2012–Dec 2012 | Operational leadership; board elected Class I director in Jul 2012 |
| Manhattan Associates | EVP & COO | Jan 2011–Jul 2012 | Enterprise operations management |
| Manhattan Associates | EVP – Global Operations | Jan 2009–Jan 2011 | Oversaw product management, R&D, customer support globally |
| Manhattan Associates | EVP – Global Product Mgmt & Customer Services | Jan 2008–Jan 2009 | Advanced product/customer service capabilities |
| Manhattan Associates | SVP – Global Product Mgmt & Global Customer Services | Jan 2005–Jan 2007 | Product and customer service leadership |
| Manhattan Associates | SVP – Product Management | Jan 2004–Jan 2005 | Product strategy |
| Real Time Solutions | Chief Operations Officer; VP Operations | Pre-2000 | Operations leadership in tech services |
| Unarco Automation | Director, Operations | Pre-2000 | Industrial automation systems integration |
| ABB Robotics (UK) | Project Manager & System Designer | Pre-2000 | Robotics systems design |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Skyline Champion (NYSE: SKY) | Chair of the Board; Chair of Compensation Committee | Current | Public company board chair & comp committee chair |
Fixed Compensation
| Metric | 2021 | 2022 | 2023 | 2024 | 2025 (Executive Vice-Chairman) |
|---|---|---|---|---|---|
| Base Salary ($) | $620,000 | $665,000 | $700,000 | $725,000 | $507,500 (effective Mar 1, 2025) |
| Target Bonus (% of Salary) | 150% in 2021 special equity in lieu of merit; no explicit % disclosed | Not explicitly stated | Not explicitly stated | 100% of salary | Not eligible for annual cash bonus |
| Actual Cash Bonus ($) | $930,000 | $917,700 | $1,113,900 | $920,750 | Not eligible |
Performance Compensation
Key design: 50% service-based RSUs and 50% performance-based RSUs (PSUs) granted annually; PSUs are earned on Target Revenue, New Cloud Bookings, and AOI with weightings 25%, 25%, 50%, vesting pro-rata over four years; 2024 payout achieved 127% of target .
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Target Revenue | 25% | Pre-set threshold/target/max | Included in 127% weighted outcome for 2024 | PSUs/service RSUs vest 25% per year over 4 years starting the year after grant |
| New Cloud Bookings | 25% | Pre-set threshold/target/max | Included in 127% weighted outcome for 2024 | Same as above |
| Adjusted Operating Income (AOI) | 50% | Pre-set threshold/target/max | Included in 127% weighted outcome for 2024 | Same as above |
2024 Grants (RSUs/PSUs):
| Grant Detail | Service-Based RSUs (#) | PSUs Target (#) | PSUs Max (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|
| 1/25/2024 Grants | 20,845 | 20,845 | 36,479 | $4,550,047 service-based; $4,550,047 performance-based |
| PSU Earned (2024 performance) | — | — | — | 127% earned; 26,473 shares to vest over 4 years |
Vesting Schedules (selected grants):
| Grant Date | Vesting |
|---|---|
| 1/28/2021 | 25% per year for 4 years |
| 1/27/2022 (annual RSUs) | 25% per year for 4 years |
| 1/27/2022 (special retention) | 10% Jan 2024; 20% Jan 2025; 30% Jan 2026; 40% Jan 2027 |
| 1/26/2023 | 25% per year for 4 years |
| 1/25/2024 | 25% per year for 4 years |
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Common Stock Beneficially Owned | 73,889 shares; less than 1% of outstanding (60,684,512 shares outstanding as of Feb 28, 2025) |
| Unvested RSUs Outstanding | 79,670 service-based; 46,771 performance-based (unvested) |
| Shares Acquired on Vesting (2024) | 68,071 shares; $16,654,370 value realized |
| Ownership Guidelines | CEO guideline: 4x salary; all executives met guidelines as of record date |
| Hedging/Pledging Policy | Prohibition on hedging and significant pledging of Company securities |
Notes:
- The Company does not currently grant stock options and prohibits repricing/cash buyouts without shareholder approval .
- Insider trading policy imposes blackout periods and prohibits derivative hedging transactions .
Employment Terms
Pre-2025 Employment Agreement (as of Dec 31, 2024):
| Scenario | Cash Severance | Health Benefits | Equity Treatment |
|---|---|---|---|
| Termination without cause or constructive termination | $725,000 (12 months salary) | $53,777 (12 months COBRA grossed up) | No acceleration |
| Change-in-control + qualifying termination (double trigger within 24 months) | $1,736,374 cash; plus pro‑rata bonus at target and annual bonus equal to greater of target/prior year | $53,777 | All unvested RSUs fully vest; PSUs deemed at target if performance period not completed |
Post-Transition Amendment (effective Feb 12/March 1, 2025):
- Base salary reduced to $507,500; no participation in annual cash bonus plan; no eligibility for cash severance .
- Unvested RSUs as of Jan 23, 2025 continue vesting per terms; if employment ceases, RSUs continue vesting while Board service continues; similar continued vesting if not re-elected under Majority Vote Resignation Policy .
- If a change of control occurs and within 24 months there is a qualifying termination, all Unvested RSUs (or substituted awards) fully vest; Section 280G parachute payment limitations apply .
- Restrictive covenants: 12-month non-solicit, customer/employee non-solicitation, and competitive duty restrictions; confidentiality/IP assignment obligations .
Board Governance
- Board Service: Director since July 2012; Executive Vice-Chairman since Feb 12, 2025; expected Executive Chairman upon May 13, 2025 meeting . Independence: not independent (executive officer) .
- Committee Roles at Manhattan: No committee membership as an executive director; Audit/Compensation/Governance committees are fully independent .
- Meeting Attendance: All directors attended 100% of Board and committee meetings in 2024 per governance highlights .
- Leadership Structure & Safeguards: Separation of CEO and Chair; upon Capel becoming Executive Chairman, a Lead Independent Director policy applies; Thomas E. Noonan expected to serve as Lead Independent Director .
- Director Compensation: Employee directors do not receive director compensation; non-employee directors receive cash retainers and ~$260,000 in annual RSUs .
Performance & Track Record (selected metrics)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR (value of $100) | $132 | $195 | $152 | $270 | $339 |
| Net Income ($mm) | $87 | $110 | $129 | $177 | $218 |
| Adjusted Operating Income (AOI, $mm) | $148 | $178 | $212 | $281 | $362 |
Management asserts long-term value creation evidenced by 10‑year stock price growth from $40.72 to $270.24 (2014–2024, +564%) and emphasizes alignment of equity vesting schedules with sustained performance on Manhattan Active .
Compensation Structure Analysis
- Pay Mix & Alignment: Performance-based pay comprises ~93% for CEO and ~81% for executives, linking compensation to revenue/bookings/AOI performance .
- Incentive Design: Annual bonus and PSUs use three metrics with threshold/target/max and capped payouts; 2024 payouts at 127% vs 158% in 2023, reflecting tempered, but strong execution .
- Equity Trends: Continued emphasis on RSUs/PSUs; special retention grants in 2022 vesting 10/20/30/40 through 2027, bolstering retention but creating predictable vesting supply that can drive insider selling cadence .
- Governance Protections: Double-trigger CoC; clawback policy aligned with SEC/NASDAQ; prohibition on hedging and significant pledging; no option repricing or excise tax gross-ups .
Equity Ownership & Potential Selling Pressure
- Capel beneficially owns 73,889 shares (<1%); unvested RSUs total 126,441 shares (79,670 service-based; 46,771 performance-based) .
- 2024 vested shares: 68,071 worth $16.65mm, indicating material liquidity events on scheduled vest dates; 2022 retention RSUs create stepped vesting through 2027 (10%/20%/30%/40%), increasing vest tranche sizes over time .
Employment & Contracts — Retention Risk Assessment
- 2025 amendment removes cash severance and annual bonus eligibility, but preserves vesting of RSUs contingent on continued Board service; CoC provisions still accelerate vesting upon qualifying termination, maintaining change-of-control economics .
- Restrictive covenants (12-month non-solicit/competition scope) mitigate immediate competitive risk on departure .
Risks, Red Flags, and Related-Party Checks
- Red Flags mitigated: no option repricing; double-trigger CoC; clawback; no excise tax gross-ups; prohibition on hedging/significant pledging .
- Related-party transactions: none requiring disclosure since Jan 1, 2024 .
Director Compensation (Manhattan Board)
| Item | Amount |
|---|---|
| Board cash retainer (non-chair) | $60,000 |
| Chairman cash retainer | $160,000 |
| Committee cash retainers | Audit: $20,000 chair/$10,000 member; Compensation: $20,000 chair/$7,500 member; Governance: $10,000 chair/$5,000 member |
| Annual Director RSU grant | $260,000 (1,154 RSUs at $225.35) |
| Capel board pay | None (employee director) |
Investment Implications
- Alignment and retention: High share-based pay with four-year vesting and 2022 retention RSUs ties Capel’s realized compensation to share price, AOI, revenue, and cloud bookings execution, while the 2025 amendment’s continued vesting contingent on Board service reduces cash severance risk and reinforces governance guardrails .
- Selling pressure: Predictable annual vesting (including stepped 2022 retention tranches through 2027) suggests periodic supply from vest settlements; monitor trading windows and vest calendars around January/February .
- Governance quality amid dual role: Transition to Executive Chairman introduces independence considerations, but Lead Independent Director policy and fully independent committees provide oversight; focus on comp metrics rigor and Board’s consultant use to mitigate pay inflation .
- Change-of-control economics: Double-trigger acceleration with full RSU vesting and PSU at target could be material ($46.1mm accelerated value as of 12/31/2024), implying meaningful incentives and potential transaction-related supply dynamics; however, current policy limits 280G “parachute payments” .