J. Stewart Gantt
MANHATTAN ASSOCIATESAbout J. Stewart Gantt
J. Stewart Gantt is Executive Vice President, Professional Services at Manhattan Associates, serving in this role since January 2022; he previously led Professional Services as Senior Vice President from January 2012 and has been with the company since 1995 in R&D, product management, and customer support. He is 51 years old as of the 2025 proxy and is part of an executive team whose incentive programs are tightly linked to Target Revenue, New Cloud Bookings, and Adjusted Operating Income (AOI), with 2024 payouts at 127% of target and PSUs earned at 127%, reflecting strong pay-for-performance alignment . Company performance used to calibrate incentives was robust: AOI reached $360.9M in 2024 and the stock price rose 26% to $270.24 at year-end (RSU valuations use that price), underscoring linkage between compensation and value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Manhattan Associates | EVP, Professional Services | 2022–present | Executive team member during transition to cloud-first Manhattan Active solutions; equity programs tied to Target Revenue, New Cloud Bookings, AOI |
| Manhattan Associates | SVP, Professional Services | 2012–2021 | Led Professional Services; tenure foundation for special retention grants approved in 2022 |
| Manhattan Associates | Various (R&D, Product Mgmt, Customer Support) | 1995–2011 | Technical and customer-facing roles building domain expertise |
External Roles
No external public company directorships or outside roles are disclosed in executive officer biographies .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 385,000 | 425,000 |
| Target Bonus % of Salary | 83% | 82% |
| Target Bonus ($) | 320,000 | 350,000 |
| Actual Bonus Paid ($) | 505,600 | 444,500 |
| All Other Compensation ($) | 24,706 | 25,060 |
| Total Compensation ($) | 2,136,408 | 2,432,680 |
Performance Compensation
Annual Cash Bonus Design and Payout (2024)
| Metric | Weighting | Target | Actual | Payout % | Weighted Contribution |
|---|---|---|---|---|---|
| Target Revenue ($MM) | 25% | 980.0 | 1,005.3 | 133% | 33.3% |
| New Cloud Bookings | 25% | Not disclosed | Not disclosed | 26% | 6.5% |
| Adjusted Operating Income ($MM) | 50% | 301.0 | 360.9 | 175% | 87.5% |
| Total Bonus Payout % | — | — | — | — | 127% |
• Bonus methodology: linear interpolation between threshold/target/maximum; Committee did not exercise discretion in 2024 .
Equity Awards (2024 Grants)
| Award Type | Grant Date | Target Units (#) | Max Units (#) | Grant-Date Fair Value ($) | Earned % of Target | Vesting |
|---|---|---|---|---|---|---|
| Service-based RSUs | 1/25/2024 | 3,436 | — | 750,010 | n/a | 25% per year over 4 years starting 2025 |
| Performance-based RSUs (PSUs) | 1/25/2024 | 3,436 | 6,013 | 750,010 | 127% | 4 annual installments starting year after grant; first tranche vests post performance certification |
Stock Vested (2024 Realization)
| Metric | Value |
|---|---|
| Shares Acquired on Vesting (#) | 13,012 |
| Value Realized ($) | 3,175,534 |
Long-term Incentive Value at 12/31/2024
| Component | Target Value ($) | Earned Value ($) | Change (%) |
|---|---|---|---|
| RSU | 750,010 | 928,545 | 41% |
| PSU | 750,010 | 1,179,327 | 41% |
| Total | 1,500,020 | 2,107,872 | 41% |
• The company does not currently grant stock options/SARs; equity grants are RSUs/PSUs timed at the first regular meeting each year without MNPI timing considerations .
Equity Ownership & Alignment
| Category | Amount | Notes |
|---|---|---|
| Beneficially Owned Shares (#) | 13,784 | As of Feb 28, 2025; <1% of class (60,684,512 shares) |
| Ownership % of Outstanding | ~0.023% | 13,784 ÷ 60,684,512; table denotes “<1%” |
| Unvested RSUs Outstanding (#) | 28,782 | Excluded from “beneficially owned” per proxy footnote |
| Unvested PSUs Outstanding (#) | 8,394 | Excluded from “beneficially owned” per proxy footnote |
| 2024 Stock Vested (# / $) | 13,012 / 3,175,534 | Realized value of vested awards in 2024 |
| Ownership Guidelines | 2x salary for EVP Professional Services | All executives met guidelines as of Record Date |
| Hedging/Pledging Policy | Hedging prohibited; significant pledging prohibited | Insider Trading Policy with blackout windows |
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | Standard NEO agreement: base salary, performance bonus eligibility, equity eligibility, indemnification, D&O coverage |
| Minimum Base Salary (contract) | $315,000 for Mr. Gantt (subject to Committee adjustments) |
| Severance (no cause/constructive termination) | 12 months’ base salary; 12 months COBRA-equivalent payments grossed up for income tax; release and covenant compliance required; 280G cutback applies |
| Change-in-Control (double trigger) | If termination occurs within two years post-CoC: Cash severance $913,250; accelerated stock vesting value $11,244,686; health benefits $53,777 (as of 12/31/2024) |
| Restrictive Covenants | 12-month non-solicit of customers/employees; competitive duties prohibition among designated companies; IP assignment; confidentiality |
| Clawback Policy | Incentive compensation recoupment for restatements; 3 prior fiscal years; no fault required; Committee-administered |
| Perquisites & Gross-ups | Limited perqs; term life insurance premiums paid (with tax gross-ups); President’s Club event tax gross-up; “All Other Compensation” reflects 401(k) match/insurance/gross-ups |
| Deferred Compensation | Standard 401(k) plan; 50% match up to 6% of salary; no non-qualified deferred compensation program |
| Equity Award Timing | Annual grants at first regular Committee meeting; no MNPI timing; no stock options/SARs |
Vesting Schedule Detail (Key Grants)
| Grant Date | Type | Vesting Terms |
|---|---|---|
| 1/28/2021 | RSUs | 25% per year for 4 years |
| 1/27/2022 | RSUs | 25% per year for 4 years |
| 1/27/2022 | Special Retention RSUs | 10% in Jan 2024; 20% in Jan 2025; 30% in Jan 2026; 40% in Jan 2027 |
| 1/26/2023 | RSUs | 25% per year for 4 years |
| 1/25/2024 | RSUs/PSUs | 25% per year for 4 years; PSUs earned at 127% and vest in four installments; first tranche after certification |
Outstanding Equity (12/31/2024)
| Grant Date | Unvested Units (#) | Market Value ($) |
|---|---|---|
| 1/28/2021 (RSUs) | 2,608 | 704,786 |
| 1/27/2022 (RSUs) | 5,256 | 1,420,381 |
| 1/27/2022 (PSUs) | 18,066 | 4,882,156 |
| 1/26/2023 (RSUs) | 8,808 | 2,380,274 |
| 1/25/2024 (RSUs/PSUs) | 7,800 | 2,107,872 |
Note: Market values based on closing price $270.24 on 12/31/2024 .
Compensation Structure Analysis
- Mix and risk: 2024 compensation tilted toward performance-based equity and cash incentives; PSUs and bonus tied to Target Revenue (25%), New Cloud Bookings (25%), AOI (50%) with 175% max payout; actual payout was 127% based on strong AOI and revenue, lower bookings metric, reinforcing pay-for-performance .
- Shift to RSUs/PSUs: Company does not grant stock options; long-term incentives are RSUs/PSUs with four-year vesting, reducing option-related risk and emphasizing sustained performance and retention .
- Retention mechanisms: 2022 special service-based RSU retention grant with back-weighted vesting (40% in 2027) materially increases retention strength and aligns execution of cloud-first transition .
- Governance safeguards: Double-trigger CoC; no excise tax gross-ups; clawback policy; hedging prohibited; significant pledging prohibited; strong say-on-pay support (93% in 2024) .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited, mitigating misalignment risk .
- Related-party transactions: None requiring disclosure since Jan 1, 2024 .
- Option repricing: Equity plan prohibits repricing/cash buyouts without shareholder approval; company does not grant options currently .
- Clawback: Robust restatement-based recovery policy adopted in 2023 .
- Say-on-pay: High approval (~93%) indicates investor support for pay program .
Compensation Peer Group (Benchmarking)
Peer group used for 2024 market analysis includes application software and SaaS comparables (e.g., DT, ESTC, FICO, HUBS, PTC, TYL, etc.); Committee does not target a precise percentile but uses data as a guide for market competitiveness .
Investment Implications
- Alignment: High proportion of at-risk compensation tied to AOI, Target Revenue, and Cloud Bookings, with PSUs earned at 127%, signals strong linkage to operational execution; continued four-year vesting supports retention through Manhattan Active expansion .
- Insider supply/pressure: Significant scheduled vesting (including 2022 retention RSUs and 2024 RSUs/PSUs) and 2024 vesting realization ($3.18M) suggest periodic potential selling pressure in open windows, though hedging is prohibited and ownership guidelines are met (2x salary for EVP), supporting alignment .
- Retention and CoC economics: Double-trigger CoC payout (~$0.91M cash plus ~$11.24M accelerated equity as of 12/31/2024) and back-weighted retention RSUs materially reduce near-term departure risk; 12-month non-solicit/non-compete strengthens post-termination protection .
- Execution risk: Bonus and PSU underperformance on New Cloud Bookings (26% payout) indicates dependence on cloud bookings momentum; however AOI at max (175%) and revenue above target support stability in profit leverage—monitor bookings trajectory for future PSU outcomes .