Elias Olmeta
About Elias Olmeta
Elias Olmeta is Chief Financial Officer of MeridianLink, age 57, appointed August 26, 2024. He previously served as CFO of Vistage Worldwide (2019–2023) and EVP/CFO of Mitchell International (2015–2019), with earlier roles at Solera Holdings, J.P. Morgan Chase & Co., and Arthur D. Little; he holds a B.A. in economics and an M.B.A. in finance from the University of Rochester . As a 2024 NEO, his annual cash incentive was tied solely to adjusted EBITDA; achievement was 96% of target, and his payout was 92.4% of target, aligning variable pay to profitability execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vistage Worldwide | Chief Financial Officer | Aug 2019 – Jan 2023 | CFO for CEO coaching/peer advisory network |
| Mitchell International | EVP & Chief Financial Officer | Mar 2015 – Aug 2019 | Finance leadership in P&C claims/collision tech provider |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| AutoCanada (TSE: ACQ) | Director | Current | Public company board service |
Fixed Compensation
| Metric | FY 2024 | Notes |
|---|---|---|
| Base Salary (Annualized) | $475,000 | Established at hire; reviewed periodically |
| Target Bonus | 75% of base salary | Performance-based, tied to adjusted EBITDA |
| Actual Non-Equity Incentive Paid | $115,134 | 92.4% of target based on 96% EBITDA achievement |
| 401(k) Company Match | $3,654 | Plan match policy disclosed |
Performance Compensation
Annual Cash Incentive Mechanics (FY 2024)
| Metric | Target | Actual | Payout |
|---|---|---|---|
| Adjusted EBITDA | 100% payout at target | 96% of target | 92.4% of target |
Equity Awards (RSUs)
| Grant Type | Grant Date | Shares | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Time-based RSU | 9/3/2024 | 333,037 | $7,553,279 | 25% vests on 8/26/2025; remainder vests in 12 equal quarterly installments thereafter, subject to continued service |
Options
| Grant Type | Status |
|---|---|
| Stock Options | None outstanding for Olmeta in 2024 |
Transaction Bonus (Change-of-Control Closing)
| Event | Amount | Conditions |
|---|---|---|
| Centerbridge Merger Close (10/24/2025) | $750,000 | Paid at closing; contingent on employment through closing |
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Beneficial Ownership (as of 4/9/2025) | — shares; <1% (“*”) | No disclosed direct holdings; RSUs vesting within 60 days count toward others but not shown for Olmeta |
| Unvested RSUs | 333,037 | Vesting dates/schedule above |
| Options (Exercisable/Unexercisable) | 0 / 0 | None outstanding |
| Ownership Guidelines | 3x base salary for Non-CEO Section 16 Officers | Unvested equity doesn’t count; 5 years to comply; must retain 50% of net shares until compliant |
| Hedging/Pledging | Prohibited for officers; short sales and pledging banned | Insider trading policies filed; governance highlights include prohibition |
| Clawback Policy | NYSE 10D-1 compliant; restatement recovery for 3 years; discretionary recovery for misconduct/fraud up to 100% | Effective Oct 2, 2023; administered by Compensation Committee |
Employment Terms
| Term | Standard Termination (Without Cause / Good Reason) | Change-in-Control Termination (−3 to +12 months window) |
|---|---|---|
| Base Salary Severance | 12 months of then-current base salary | 18 months of then-current base salary (lump sum) |
| Bonus | Prior-year earned but unpaid + pro-rated target for current year | Prior-year earned but unpaid |
| Health Benefits | Up to 12 months employer-contributed COBRA equivalents | Up to 18 months employer-contributed COBRA equivalents |
| Equity | No acceleration specified for standard case | Accelerate all unvested equity awards as of termination/effective release date |
| Restrictive Covenants | Confidentiality; assignment of inventions; other covenants per standard agreements | |
| Merger Equity Treatment (Company-wide) | At closing: vested RSUs cashed at $20/sh; unvested RSUs replaced with cash-settled equivalents preserving vesting schedule; in-the-money options cashed; out-of-the-money canceled |
Compensation Structure Analysis
- Cash vs equity mix: 2024 compensation heavily equity-weighted via $7.55M RSUs; cash components include $164,423 salary (partial year), $115,134 bonus, and $3,654 401(k) match .
- Shift toward RSUs: No new options in 2024; RSUs dominate LTIs, lowering risk vs options and increasing guaranteed value contingent on service .
- Performance linkage: Annual incentive entirely tied to adjusted EBITDA with capped payouts; 2024 payout at 92.4% reinforces operating discipline .
- Change-of-control economics: Enhanced severance (18 months salary), full equity acceleration, and separate $750k transaction bonus increase retention through closing and create liquidity post-termination in CoC scenarios .
Vesting Schedules & Insider Selling Pressure
- RSU cadence: 25% cliff on 8/26/2025 then 12 equal quarterly vesting tranches; this schedule implies regular settlement events that can contribute to periodic insider supply absent retention/holding requirements (subject to trading windows and ownership guidelines requiring retention of 50% of net shares until guideline compliance) .
Performance & Track Record
- 2024 execution: Company adjusted EBITDA came in at 96% of target; NEO payouts were set at 92.4% of target, indicating disciplined calibration of incentive outcomes to performance .
- Tenure and prior experience: CFO tenures at Vistage and Mitchell with prior Solera corporate development/COO roles provide relevant finance and operations experience in enterprise software/data businesses .
Say-on-Pay & Shareholder Feedback
- MeridianLink is an emerging growth company and is not required to conduct say‑on‑pay votes or disclose pay‑versus‑performance under Item 402(v) .
- Stock ownership and governance: Executive and director ownership guidelines, clawback policy, and hedging/pledging prohibitions signal alignment and risk controls .
Equity Ownership & Security Ownership Context
- As of April 9, 2025, Elias Olmeta was not listed with direct beneficial share holdings; NEO and director group totals and major holders disclosed separately (e.g., Thoma Bravo, Timothy Nguyen, Darlington Partners) .
- Total shares outstanding: 77,184,412 as of April 9, 2025, framing ownership percentages .
Board Governance (Context)
- Compensation Committee oversees executive pay, maintains clawback administration, and engages independent consultants (Compensia, Korn Ferry) for peer and market data; committee composition and independence affirmed .
- Prohibitions on hedging/pledging and executive ownership guidelines formalized at board level .
Risk Indicators & Red Flags
- Hedging/pledging prohibited, mitigating misalignment risk .
- Robust clawback policy beyond restatements (misconduct/fraud) adds downside accountability .
- Transaction bonus paid at closing enhances near-term retention but is a one-time incentive; post-merger, company was taken private and delisted, changing disclosure cadence and public trading dynamics .
Investment Implications
- Strong alignment via performance-based cash incentive tied to adjusted EBITDA (96% achievement; 92.4% payout) and multi-year RSU schedule drives retention and operating focus .
- Regular RSU vesting starting 8/26/2025 creates predictable settlement cadence; combined with 50% net share retention until ownership guideline compliance, insider selling pressure may be moderated by policy constraints and blackout windows .
- Change‑of‑control protections (18‑month salary, equity acceleration) and $750k transaction bonus supported stability through the Centerbridge sale; post‑deal privatization removes public market trading signals and shifts performance assessment to private disclosures .
- Governance features (clawback, hedging bans, ownership guidelines) are positive for pay‑for‑performance; limited direct beneficial ownership as of April 2025 and heavy RSU reliance mean “skin in the game” is primarily through unvested/evolving equity, with compliance to 3x salary guideline expected over a five‑year horizon .