Hudson Smith
About Hudson Smith
Hudson D. Smith Jr. is a Partner at Thoma Bravo and became a director of Olo’s surviving corporation at the Effective Time of the 2025 merger, replacing Olo’s prior public-company board alongside Peter Hernandez . Age and education are not disclosed in Olo filings. Tenure on the Olo board commenced as of the merger closing (Form 8‑K dated September 12, 2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Project Hospitality Merger Sub, Inc. (Thoma Bravo affiliate) | Director | Pre‑merger; immediately prior to Effective Time | Became director of the Surviving Corporation at the Effective Time |
| Thoma Bravo | Partner | Current | Led sponsor’s point on Olo transaction; public statement supporting the investment |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Thoma Bravo | Partner | Current | Quoted in Olo’s deal announcement press release, emphasizing support for Olo’s platform and growth vision |
Board Governance
- Post‑merger board composition: upon closing, all nine prior Olo directors resigned; the surviving corporation’s directors became Hudson D. Smith Jr. and Peter Hernandez .
- Committees: Not disclosed post‑merger; prior public‑company committees (audit, compensation, nominating) applied to the pre‑merger board only .
- Independence: Smith is a Thoma Bravo Partner (the controlling buyer), so he is affiliated with the sponsor; Olo’s Class A shares will be delisted and deregistered post‑closing, and NYSE independence rules no longer apply to the private entity .
- Pre‑merger board activity (FY2024): Board met 10 times; Audit met 5, Compensation met 3, Nominating met 4; all incumbents attended ≥75% of aggregate meetings except David Cancel (missed four board meetings) .
Board Transition Snapshot
| Item | Pre‑Merger (Public) | Post‑Merger (Private) |
|---|---|---|
| Board size | 9 directors | 2 directors (Hudson D. Smith Jr., Peter Hernandez) |
| Independence framework | NYSE majority‑independent; 8 independent directors | Not applicable post‑delisting |
| Committees | Audit, Compensation, Nominating (chairs Kirkpatrick, Rottenberg, Meyer) | Not disclosed |
Fixed Compensation
- Director pay post‑merger: Not disclosed.
- Pre‑merger non‑employee director policy (context): annual cash retainer $35,000; chair retainer $72,500; committee member retainers $10,000 (Audit), $7,000 (Comp), $4,000 (Nominating); committee chair retainers $20,000 (Audit), $15,000 (Comp), $8,000 (Nominating); annual RSU $175,000; initial RSU $355,000; cap $1,000,000 first year/$750,000 thereafter .
| Pre‑Merger Director Pay Policy Element | Amount |
|---|---|
| Annual cash retainer | $35,000 |
| Board chair cash retainer (in lieu of the above) | $72,500 |
| Committee member retainers | Audit $10,000; Comp $7,000; Nominating $4,000 |
| Committee chair retainers | Audit $20,000; Comp $15,000; Nominating $8,000 |
| Initial RSU award (3‑yr vest) | $355,000 value |
| Annual RSU award (1‑yr vest) | $175,000 value |
| Annual director comp cap | $1,000,000 (first year), $750,000 thereafter |
Performance Compensation
- Director performance equity post‑merger: Not disclosed.
- Pre‑merger (context for Olo board): FY2024 total director stock awards were ~$171k–$181k per director, with share counts under the 2021 Plan; several directors elected to take retainers in fully vested RSUs .
| FY2024 Non‑Employee Director Stock Awards | Amount ($) |
|---|---|
| Range of stock awards per director | ~$171,438 to $181,390 |
Other Directorships & Interlocks
- Transaction governance interlock: Smith is a Thoma Bravo Partner and served as a director of the Merger Sub; at closing he became a director of the Olo surviving corporation, establishing sponsor board control post‑transaction .
- Supporting stockholders alignment: prior to the vote, stockholders holding ~30% of shares and ~78.5% of voting power entered support agreements to vote for the merger .
Expertise & Qualifications
- Private equity sponsor leadership, software focus: Smith’s Thoma Bravo role and deal quote emphasize strategic support for Olo’s platform, deep customer relationships, and hospitality sector opportunities .
Equity Ownership
- Individual beneficial ownership for Hudson Smith at Olo: Not disclosed.
- Sponsor financing and commitments: The merger’s equity financing was up to ~$1.967B provided/secured by Thoma Bravo Discover Fund IV; delisting to follow post‑closing .
Governance Assessment
- Sponsor‑controlled board: Replacement of Olo’s entire public‑company board with two sponsor‑affiliated directors (including Smith) centralizes control; committees and governance processes have not been disclosed post‑closing .
- Independence and conflicts: As a Thoma Bravo Partner, Smith is affiliated with the controlling owner; while independence rules no longer apply post‑delisting, oversight of related‑party matters and transaction economics merits scrutiny in private‑company governance .
- Shareholder sentiment pre‑merger: Olo’s say‑on‑pay previously received over 97% approval at the 2023 and 2024 annual meetings, indicating general support for compensation structures prior to the take‑private .
- Process safeguards: The board obtained a fairness opinion from Goldman Sachs, and detailed support agreements secured voting control; termination fee provisions ($73.725M) and no‑shop/“fiduciary out” clauses were disclosed for deal governance .
RED FLAGS (for public‑market investors assessing transition risk):
- Entire prior board resigned and was replaced by sponsor‑affiliated directors at closing .
- Post‑merger committee structure and director compensation are not disclosed .
- Sponsor affiliation of directors (including Smith) can introduce related‑party or conflict risks without public‑company oversight .
Key Documents and Facts
- Olo 2025 DEF 14A: Board composition, independence, committee structures, and director compensation policy (public era) .
- Special Meeting DEFM14A: Voting thresholds, support agreements, financing, fairness opinion, termination fee .
- Closing 8‑K: Board resignations and appointment of Hudson D. Smith Jr. and Peter Hernandez as directors of the surviving corporation .
- Deal press release: Smith’s role and statement as Thoma Bravo Partner .