Thomas E. Noonan
MANHATTAN ASSOCIATESAbout Thomas E. Noonan
Thomas E. Noonan (age 64) has served on Manhattan Associates’ Board since 1999 and is independent; he chairs the Compensation Committee and serves on the Audit Committee, with the Board expecting to appoint him Lead Independent Director following the May 13, 2025 annual meeting. He is deemed an “audit committee financial expert” and brings extensive CEO, software, and governance experience. Education: BS Mechanical Engineering (Georgia Tech) and CSS in Business Administration & Management (Harvard). Other public board: Intercontinental Exchange (ICE), where he is Lead Independent Director and chairs Nominating & Corporate Governance; member of Risk Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TechOperators, LLC | General Partner (founder) | Since 2008 | Early-stage tech investor; governance/comp expertise |
| TEN Holdings, LLC | Chairman | Not disclosed | Family office leadership |
| Cisco Systems (EnergyWise/JouleX) | SVP & GM EnergyWise (after acquisition of JouleX); CEO of JouleX prior | 2013–2015 (Cisco); 2010–2013 (JouleX) | Energy management product integration; operating leadership |
| IBM Internet Security Systems | General Manager | 2006–2008 | Cybersecurity operating leadership |
| Internet Security Systems, Inc. | President; CEO & Chairman | 1995–2006 | Public company CEO; compensation plan design |
| TSI International, Inc. | VP Sales & Marketing | 1994–1995 | Commercial leadership |
| Dun & Bradstreet Software | Senior sales/marketing positions | 1989–1994 | Enterprise software go-to-market |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intercontinental Exchange, Inc. (NYSE: ICE) | Lead Independent Director; Chair, Nominating & Corporate Governance; Member, Risk | Director since 2016; Lead Independent Director since 2022 | Governance leadership; risk oversight |
| Children’s Healthcare of Atlanta | Director | Not disclosed | Non-profit oversight |
| Georgia Tech Foundation | Director | Not disclosed | Non-profit oversight |
Board Governance
- Independence: Independent director; Manhattan’s Board independent except CEO and Executive Vice-Chairman.
- Committees: Compensation Committee Chair; Audit Committee member; expected Lead Independent Director upon chairman transition (policy adopted March 2025).
- Attendance: Directors attended 100% of Board and committee meetings in 2024; Board met 5x, Audit 4x, Compensation 5x, Nominating & Governance 6x.
- Election outcomes: Re-elected Class III director for term expiring 2028 (majority of votes cast). Say-on-pay approved.
| Governance Attribute | 2024 | 2025 |
|---|---|---|
| Board meeting count | 5 | — |
| Committee meetings (Audit/Comp/NomGov) | 4 / 5 / 6 | — |
| Attendance (Noonan) | 100% (all directors) | — |
| Independence status | Independent | Independent; Lead Independent Director expected |
| Election result (Noonan) | Continuing director (term expiring 2025) | Elected to 2028 with 43,180,615 For / 10,292,498 Against |
Fixed Compensation
- Cash retainers: Non-chair board retainer $60,000; Audit member $10,000; Compensation chair $20,000 (total $90,000 for Noonan given roles).
- Equity: Annual director RSU grant $260,000; vests on earlier of first anniversary or next annual meeting; 2024 grant 1,154 RSUs; 2023 grant 1,524 RSUs.
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Board cash retainer (non-chair) | $50,000 | $60,000 | $60,000 |
| Committee cash (Audit member) | $10,000 | $10,000 | $10,000 |
| Committee cash (Compensation chair) | $20,000 | $20,000 | $20,000 |
| Annual RSU value | $240,000 | $260,000 | $260,000 |
| RSUs granted (#) | 2,079 | 1,524 | 1,154 |
| Noonan cash fees (actual) | $80,000 | $90,000 | $90,000 |
| Noonan stock awards (grant-date fair value) | $240,021 | $260,025 | $260,054 |
| Noonan total director pay | $320,021 | $350,025 | $350,054 |
Performance Compensation
As Compensation Chair, Noonan oversees NEO plans tied to Target Revenue, New Cloud Bookings, and Adjusted Operating Income (AOI); 2023 and 2024 payouts were 158% and 127% of target, respectively.
| Measure (weight) | 2023 Actual and Payout | 2024 Actual and Payout |
|---|---|---|
| Target Revenue (25%) | $883.2mm; 175% payout; weighted 43.8% | $1,005.3mm; 133% payout; weighted 33.3% |
| New Cloud Bookings (25%) | Not disclosed; 108% payout; weighted 27.0% | Not disclosed; 26% payout; weighted 6.5% |
| AOI (50%) | $279.0mm; 175% payout; weighted 87.5% | $360.9mm; 175% payout; weighted 87.5% |
| Total bonus payout % | 158% | 127% |
Equity PSUs mirror these metrics and weights; PSUs earned 158% (2023) and 127% (2024).
Other Directorships & Interlocks
- ICE: Lead Independent Director; chairs Nominating & Corporate Governance; member Risk Committee. No disclosed interlocks or related-party transactions at Manhattan.
- Non-profits: Children’s Healthcare of Atlanta; Georgia Tech Foundation.
Expertise & Qualifications
- Audit committee financial expert; deep software and cybersecurity background (ISS/IBM ISS, JouleX, Cisco EnergyWise); proven public-company CEO and compensation design experience.
- Technical and governance strengths: accounting/finance, business operations, corporate governance, leadership.
- Education: BS Mechanical Engineering (Georgia Tech); CSS in Business Administration & Management (Harvard).
Equity Ownership
- Beneficial ownership: 99,376 shares (Feb 28, 2025), less than 1% of outstanding; 90,149 shares (Mar 1, 2024), less than 1%.
- Unvested RSUs: 1,154 outstanding as of Dec 31, 2024; 1,524 outstanding as of Dec 31, 2023 (typical annual director grant).
- Ownership guidelines: Non-employee directors must hold ≥5x annual cash retainer within 5 years; all non-executive directors met guidelines as of record date. Hedging/pledging prohibited.
| Date | Shares Owned (beneficial) | % of Class | Unvested RSUs |
|---|---|---|---|
| Mar 1, 2024 | 90,149 | * (<1%) | 1,524 |
| Feb 28, 2025 | 99,376 | * (<1%) | 1,154 |
Insider Trades and Alignment
| Transaction Date | Type | Shares | Price | Post-Transaction Holdings | Form 4 URL |
|---|---|---|---|---|---|
| 2025-05-13 | Award (RSU) | 1,330 | $0 | 101,860 [Readout] | |
| 2024-05-23 | Award (RSU) | 1,154 | $0 | 100,530 [Readout] | |
| 2023-12-11 | Sale | 2,415 | $222.0891 | 106,957 [Readout] | |
| 2023-12-11 | Sale | 100 | $223.00 | 106,857 [Readout] | |
| 2023-12-12 | Sale | 7,481 | $223.111 | 99,376 [Readout] |
Note: Manhattan disclosed an inadvertent late Form 4 for Noonan filed Feb 1, 2024 reporting December 12, 2023 sales.
Governance Assessment
-
Strengths
- Independence; expected Lead Independent Director appointment strengthens board counterbalance to an Executive Chairman.
- Committee leadership: Compensation Chair with strong finance/tech credentials; audit financial expert; 100% attendance supports engagement and effectiveness.
- Shareholder alignment: Director ownership guidelines met; prohibition on hedging/pledging; annual equity grants align with shareholder returns.
- Pay governance: No related-party transactions; clawback policy in place; say-on-pay support (2025: 48.7M For / 4.6M Against; 2024: 51.1M For / 4.1M Against).
-
Watch items / potential red flags
- Minor compliance lapse: inadvertent late Form 4 (Feb 1, 2024) for December 2023 sales.
- External commitments: significant responsibilities at ICE and venture activities; monitor time allocation but no disclosed interlocks or conflicts at Manhattan.
- Consultant relationships: WTW affiliates provide employee benefits to Manhattan; Compensation Committee affirmed independence with safeguards; continue oversight.
-
Signals that support investor confidence
- Majority vote re-election; robust Lead Independent Director policy; independent committees.
- Transparent incentive metrics (Revenue, New Cloud Bookings, AOI) with capped payouts and consistent weighting across cash and equity programs.
Related-Party & Conflicts Review
- Manhattan reports no related-party transactions since Jan 1, 2024; unwritten policy requires Audit Committee/independent director approval for any director/officer exceptions.
- Insider Trading Policy prohibits hedging/monetization; significant pledging prohibited; trading windows enforced.
Compensation Committee Analysis
- Composition: Noonan (Chair), Huntz, Moran; all independent.
- Consultant: Willis Towers Watson engaged; committee documented independence despite separate WTW affiliates providing benefits services.
- Interlocks: None disclosed.
Say-on-Pay & Shareholder Feedback
| Year | Votes For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 | 48,668,147 | 4,571,071 | 283,754 | 2,465,083 |
| 2024 | 51,093,922 | 4,080,304 | 129,244 | 2,083,431 |
Director Stock Ownership Guidelines
- Requirement: ≥5x annual cash retainer within 5 years; all non-executive directors met as of record date.
- Hedging/pledging prohibited; supports alignment.
Board Meeting Voting Results (2025 Director Elections)
| Nominee | Term Expires | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| Thomas E. Noonan | 2028 | 43,180,615 | 10,292,498 | 49,859 | 2,465,083 |
Final Takeaways
- Noonan’s impending Lead Independent Director role, committee leadership, and attendance record point to effective oversight amid Manhattan’s leadership transition to an Executive Chairman.
- Strong governance scaffolding (independence, policies, no related-party transactions) and shareholder support for pay design mitigate conflict risks; monitor ongoing insider trading compliance and external time commitments.