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Laurence E. Katz

Laurence E. Katz

President and Chief Executive Officer at MeridianLink
CEO
Executive

About Laurence E. Katz

Laurence E. Katz is President and Director at MeridianLink (MLNK), age 56; he has served as President since August 2024, previously CFO from April–August 2024, and joined the board in May 2024 . His background spans executive finance and operating roles at StubHub (CFO), Genesys (CFO), JPMorgan Chase (various leadership positions), and Disney Strategic Planning; he holds a BA from Yale and an MBA from Harvard Business School . As an officer-director, he is not independent under NYSE standards . MLNK is an emerging growth company and does not provide pay-versus-performance TSR disclosures; the 2024 annual bonus was tied to adjusted EBITDA performance (96% of target, paying at 92.4% of target) .

Past Roles

OrganizationRoleYearsStrategic Impact
MeridianLinkCFOApr–Aug 2024Led finance through leadership transition; subsequently elevated to President
WestCapPartnerOct 2021–Mar 2023Strategic operating and investing leadership
StubHubCFO (Treasurer earlier)CFO: Jun 2020–Sep 2021; Treasurer: Mar–Jun 2020Financial leadership at scaled marketplace
GenesysCFODec 2016–Oct 2019Finance leadership for AI-powered experience orchestration platform
JPMorgan Chase & Co.Various executive roles2001–2016Leadership across business units and functions
The Walt Disney CompanyStrategic PlanningEarly careerFoundational strategy experience

External Roles

OrganizationRoleYearsStrategic Impact
Stratim Cloud Acquisition Corp.Director; Audit Committee ChairMar 2021–May 2022Governance and audit leadership at SPAC vehicle

Fixed Compensation

Component2024 ValueNotes
Base Salary ($)412,500 Annualized base salary $550,000; joined April 1, 2024
Signing Bonus ($)250,000 Repayment obligation if departure within 2 years (100% <1 year; 50% between 1–2 years)
Target Annual Bonus ($)460,000 Set per employment agreement
Actual Annual Bonus Paid ($)319,395 92.4% of target, based on adjusted EBITDA at 96% of target

Performance Compensation

MetricWeightingTargetActualPayout FactorVesting/Timing
Adjusted EBITDA (FY2024)Not disclosedCompany target set by Comp Committee96% of target 92.4% of target Paid per annual non‑equity incentive plan
Katz Initial RSU AwardN/A$20,000,000 grant date fair value N/AN/AVests: 18.75% on 12/31/2024; 6.25% on 4/1/2025; remainder in 12 equal quarterly installments thereafter, service‑based

MLNK’s long‑term incentives are primarily RSUs; no options were granted to NEOs in 2024, and equity grants are timed outside of material non‑public information considerations per policy .

Equity Ownership & Alignment

ItemDetail
Total Beneficial Ownership (Apr 9, 2025)132,860 shares; <1% of 77,184,412 shares outstanding
Vested vs UnvestedUnvested RSUs at 12/31/2024: 876,954 units; FMV $18,109,100 at $20.65
OptionsNone disclosed for Katz at 12/31/2024
Pledging/HedgingProhibited for directors and officers (hedging, short sales, pledging) per insider trading policies
ClawbackNYSE Rule 10D‑1 compliant compensation recovery policy effective Oct 2, 2023
Ownership GuidelinesExecutive stock ownership: Non‑CEO Section 16 officers must hold 3× base salary; unvested equity not counted; 5 years to comply; 50% net-share retention until compliant
Director PayOfficers do not receive director compensation; Katz receives no director fees

Insider Selling Pressure and Vesting Events

  • 10/01/2025: 62,770 RSUs were issued to Katz; 49,021 shares were withheld/disposed at $19.93 to satisfy taxes; beneficial ownership referenced at 1,251,172 shares post‑transaction per filing summaries .
  • 10/24/2025: At closing of the ML Holdco/Centerbridge transaction, all MLNK common shares were cashed out at $20.00 per share; unvested RSUs were converted to cash replacement RSUs vesting on the original schedule, eliminating near‑term equity sale pressure in public markets .

Employment Terms

TermProvision
Start dateApril 1, 2024 (joined MLNK)
RolesCFO (Apr–Aug 2024); President since Aug 8, 2024; Director since May 2024
Base Salary & Target Bonus$550,000 base (annualized 2024); $460,000 target bonus
Initial Equity AwardRSUs with $20,000,000 grant date fair value (“Katz Initial RSU Award”)
Vesting18.75% on 12/31/2024; 6.25% on 4/1/2025; remainder in 12 equal quarterly installments; service‑based
Severance (no CIC)12 months base + prior year earned unpaid bonus + 100% of current year target bonus; up to 12 months COBRA contributions, subject to release
“Reporting Reason”If termination for a defined reporting reason, 25% of unvested RSUs from initial award accelerate in addition to standard severance
Change‑in‑Control (CIC)Double‑trigger: 24 months base + prior year earned unpaid bonus; full acceleration of all unvested equity; up to 18 months COBRA contributions, subject to release
Restrictive PoliciesCompany‑wide prohibition on hedging/pledging; clawback policy effective Oct 2, 2023
Stock Ownership GuidelineNon‑CEO Section 16 officer: 3× base salary; 5 years to comply; 50% net‑share retention until compliant

Compensation Structure Analysis

  • Cash vs equity mix skewed toward equity via large 2024 new‑hire RSU award ($20M fair value), signaling long‑term retention emphasis and alignment with shareholder outcomes; no options granted in 2024 to NEOs .
  • Annual bonus design used a single financial metric (adjusted EBITDA) with threshold/target/max guardrails; payout at 92.4% of target on 96% performance suggests moderate rigor and leverage to profitability .
  • Policies mitigate risk: clawback compliant with NYSE Rule 10D‑1, prohibition on hedging/pledging, and executive ownership guidelines with net‑share retention .

Governance and Board

  • Class I director nominee; not independent owing to executive status; no listed committee memberships for Katz .
  • Board policies include prohibition on hedging/pledging, stock ownership guidelines, and annual board/committee performance assessment by an external facilitator in 2024 .
  • Compensation Committee chaired by Mark Sachleben; engaged Compensia and Korn Ferry for independent market benchmarks in 2024 .

Investment Implications

  • Alignment and retention: A large, multi‑year RSU grant with front‑loaded vesting plus double‑trigger CIC protections indicate strong retention incentives; executive ownership guidelines and share‑retention enhance alignment, while hedging/pledging bans reduce misalignment risk .
  • Performance linkage: Annual cash incentives tied to adjusted EBITDA provide near‑term profitability alignment; absence of TSR or revenue/ACV targets for Katz’s bonus reduces direct linkage to growth or market‑relative outcomes but simplicity lowers gaming risk .
  • Trading signals: 10/01/2025 tax‑withholding share disposals are mechanical rather than discretionary selling; the 10/24/2025 cash‑out at $20 per share and conversion of RSUs to cash replacement units removes market‑based selling pressure, with future payouts linked to continued service under private ownership .
  • Termination economics: Double‑trigger CIC acceleration and 24‑month salary multiple are generous, suggesting limited retention risk through a transaction, but potentially higher golden‑parachute optics; no tax gross‑up disclosed, and policy cutbacks are present in other executive agreements, indicating discipline .