Eric A. Clark
MANHATTAN ASSOCIATESAbout Eric A. Clark
Eric A. Clark, age 54, has served as President and Chief Executive Officer of Manhattan Associates and as a Class II director since February 12, 2025; he is not independent as an executive director and currently serves on no board committees . He joined with an employment agreement in the Company’s standard at‑will executive form and a 2025 pay mix emphasizing equity and performance, including a sign‑on grant and participation in MANH’s annual bonus and PSU programs that historically tie payouts to Target Revenue, New Cloud Bookings, and Adjusted Operating Income (AOI), with demonstrated pay‑for‑performance alignment (CEO/NEO awards earned 127% in 2024; Company TSR +25% in 2024; AOI +29% in 2024) . Board leadership is structured to separate CEO and Chairman roles; the Board expects Eddie Capel to become Executive Chairman and Thomas E. Noonan to serve as Lead Independent Director following the May 13, 2025 annual meeting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NTT Data North America | Chief Executive Officer | Apr 2024 – Feb 2025 | Led technology consulting and IT infrastructure business; drove growth and digital transformation initiatives . |
| NTT Ltd. Americas | Chief Executive Officer | Sep 2022 – Apr 2024 | Led regional technology services prior to combination with NTT Data North America in 2024 . |
| NTT Data Services | Global Chief Digital & Strategy Officer | 2016 – 2018 | Directed strategy and digital solutions; professional services expertise across domestic and international markets . |
| ServiceNow | SVP & Managing Director, Global Services | 2016 – 2018 | Scaled enterprise services operations . |
| Dell Services (acquired by NTT in 2016) | Vice President roles; most recently VP, Global Commercial Industries | 2012 – 2016 | Led global industry go‑to‑market for IT services . |
| Hewlett‑Packard | Global Vice President, Application Innovation Services (and prior roles) | Pre‑2012 | Led application innovation services; broad IT leadership . |
External Roles
| Category | Details |
|---|---|
| Public company boards | None . |
| Committee roles elsewhere | Not disclosed. |
| Non‑profit/academic/private boards | Not disclosed. |
Fixed Compensation
| Component | 2025 Terms | Notes |
|---|---|---|
| Base salary | $800,000 | Set at hire; may be adjusted by Board/Comp Committee . |
| Target annual bonus | $800,000 (100% of base) | Under annual cash bonus plan tied to Target Revenue, New Cloud Bookings, AOI . |
| Sign‑on cash bonus | $3,000,000 total; paid $1,000,000 on Feb 14, 2025, $1,000,000 on Jul 14, 2025, and $1,000,000 on Feb 14, 2026 | Three equal installments. |
Performance Compensation
Equity Awards and Vesting
| Grant Type | Grant Value | Feb 14, 2025 | Feb 14, 2026 | Feb 14, 2027 | Feb 14, 2028 | Vesting Mechanics |
|---|---|---|---|---|---|---|
| Initial service‑based RSUs at hire | $8,000,000 | $2,600,000 | $2,200,000 | $2,200,000 | $1,000,000 | Time‑based per stated schedule; service‑based only . |
| Annual LTIP RSUs (50% PSU / 50% service‑based) granted Feb 2025 | $5,000,000 total | — | — | — | — | Vest pro‑rata over four years; PSU portion performance‑based, service RSUs time‑based . |
Annual Bonus and PSU Performance Structure
| Program | Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|---|
| Annual cash bonus (2025) | Target Revenue | Not disclosed | Not disclosed | Not disclosed | Not disclosed | 2025 target bonus opportunity is $800,000; metrics per program design . |
| Annual cash bonus (2025) | New Cloud Bookings | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Program metrics as disclosed for NEOs . |
| Annual cash bonus (2025) | Adjusted Operating Income (AOI) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Prior year (2024) payouts earned at 127% for NEOs; 2025 results not yet disclosed . |
| PSUs (2025 grant) | Target Revenue | Not disclosed | Not disclosed | Not disclosed | Not disclosed | PSU program uses these three measures; vesting pro‑rata over 4 years post certification; company does not grant options . |
| PSUs (2025 grant) | New Cloud Bookings | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Performance measures per LTIP design . |
| PSUs (2025 grant) | AOI | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Performance measures per LTIP design . |
Equity award timing: grants generally approved at the first regularly scheduled Compensation Committee meeting of the year; no MNPI timing; Company does not grant stock options/SARs .
Equity Ownership & Alignment
| Metric | Value | Notes |
|---|---|---|
| Beneficially owned common shares | 8,666 shares (<1% of outstanding) as of Feb 28, 2025 | Based on 60,684,512 shares outstanding . |
| Unvested RSUs outstanding (not included above) | 43,420 shares | Excludes performance‑based RSUs; initial hire RSUs schedule in dollars above . |
| Stock ownership guidelines | CEO must hold 4x base salary; compliance required within 5 years; as of Record Date, all executive officers met requirements | Non‑employee directors: 5x annual cash retainer . |
| Hedging policy | Prohibits hedging/monetization transactions (e.g., options, swaps, collars) | Policy applies to directors, officers, employees . |
| Pledging | Prohibition on significant pledging; governance highlights explicitly note prohibition | Insider policy addresses trading windows/blackouts . |
Employment Terms
| Term | Provision | Detail |
|---|---|---|
| Employment agreement | At‑will executive employment agreement | Eric Clark entered agreement substantially in Company’s standard at‑will executive form . |
| Severance (non‑CoC) | Salary + benefits | 12 months base salary and 12 monthly COBRA equivalents for medical/dental, grossed up for tax; subject to release and covenants . |
| Severance (CoC “double trigger”) | Bonus + equity | If termination within 24 months post‑CoC (without cause or for constructive termination): pro‑rata annual bonus at target through termination, annual bonus equal to greater of target or prior year, and full vesting of all unvested RSUs; PSUs deemed achieved at target for incomplete performance periods . |
| Section 280G / 4999 | Parachute payment limitation | Arrangements structured to avoid excise tax parachute payments; no excise tax gross‑ups . |
| Non‑compete / non‑solicit | 12 months | Post‑termination non‑compete and non‑solicit of customers/employees for 12 months; confidentiality and IP assignment obligations . |
| Indemnification & D&O | Provided | Indemnification agreement and D&O insurance coverage per executive agreements . |
| Clawback | SEC/Nasdaq‑compliant | Incentive compensation recoupment policy for restatements; three‑year lookback; no fault required; administered by Compensation Committee . |
Board Governance
- Board service: Class II director since 2025; no committee memberships; Other public company boards: none .
- Independence: CEO is not independent; Board otherwise independent with fully independent committees; prohibition on hedging and significant pledging .
- Leadership: Chairman and CEO roles separated; Board expects Capel as Executive Chairman and Noonan as Lead Independent Director following May 13, 2025 .
- Attendance: All directors attended 100% of Board/committee meetings in 2024; Board refresh and assessments ongoing .
Investment Implications
- Pay mix and vesting cadence: Large, front‑loaded service‑based RSU schedule ($2.6M vested Feb 14, 2025; $2.2M on Feb 14, 2026 and 2027; $1.0M on Feb 14, 2028) plus $5M annual LTIP introduces predictable vesting dates that can correlate with insider selling windows; hedging/pledging prohibitions mitigate alignment risks .
- Performance alignment: Annual bonus and PSU programs tied to Target Revenue, New Cloud Bookings, and AOI with historical payout rigor (127% in 2024), supporting pay‑for‑performance; absence of stock options reduces leverage but maintains equity exposure via RSUs/PSUs .
- Retention and CoC economics: Standard severance plus double‑trigger CoC vesting creates strong retention incentives; accelerated vesting of RSUs under CoC can be value‑accretive to the executive and dilutive to shareholders depending on event timing .
- Ownership alignment: Beneficial ownership is <1% with substantial unvested RSUs outstanding and CEO 4x salary ownership guideline in place; insider trading policy and governance guardrails limit misalignment and abusive trading practices .
- Dual role implications: CEO as board member without committee assignments maintains management influence while governance mitigants (separate Chair, Lead Independent Director) support oversight during leadership transition from Capel to Executive Chairman .