Joanna Lambert
About Joanna Lambert
Joanna Lambert (age 51) is Chief Operating Officer at Olo, serving since July 5, 2023. She oversees operations, R&D, Strategy & Operations, Marketing, Customer Experience, Business Development, Partnerships, and M&A, reflecting expanded scope in 2024 . Prior roles include President & GM at Yahoo (2019–2022), GM Finance & Tech (2018–2019), Strategic Advisor (2022–2023), leadership at PayPal/Venmo, and senior product roles at American Express; she holds a Bachelor of Business (Communications) from Queensland University of Technology . Company performance in 2024: revenue $284.9 million (+25% YoY) and non-GAAP operating income $32.9 million; compensation programs emphasize pay-for-performance with TSR- and stock-price-linked PSUs to align with shareholder value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Yahoo | GM, Finance & Tech | 2018–2019 | Led strategy/operations across finance/tech verticals |
| Yahoo | President & GM | 2019–2022 | Oversaw media/content, subscriptions, product, BD, marketing across 19 markets |
| Yahoo | Strategic Advisor | 2022–2023 | Advised across growth and operational initiatives |
| PayPal (incl. Venmo) | VP Consumer Product & GM, Venmo | Not disclosed | Consumer product leadership in payments; scaled Venmo |
| American Express | SVP, Chief Product Officer & Operational Excellence | Not disclosed | Senior product leadership; operational excellence |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| National Public Radio (NPR) | Board Member | Current (not disclosed) | Non-profit governance |
| Pencil, Inc. | Board Member | Current (not disclosed) | Non-profit governance |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | 550,000 |
| Target Bonus (%) | 60% |
| Target Bonus ($) | 330,000 |
| Actual Bonus Payout (%) | 93.7% |
| Actual Bonus Paid ($) | 309,123 |
Performance Compensation
Annual Bonus Plan (FY2024 funding and metrics)
| Metric | Weight | Threshold ($mm) | Target ($mm) | Actual ($mm) | Payout Level (%) |
|---|---|---|---|---|---|
| Non-GAAP Total Gross Profit | 50% | 162.8 | 177.0 | 174.7 | 93.7% |
| Gross Revenue | 25% | 271.1 | 300.0 | 284.9 | 78.7% |
| Non-GAAP Operating Income | 25% | 23.0 | 30.4 | 32.9 | 108.5% |
| Overall Bonus Payout | — | — | — | — | 93.7% |
Key design details: bonus funding based on non-GAAP total gross profit (50%), non-GAAP operating income (25%), and gross revenue (25), with linear interpolation and capped at 135% .
Long-Term Equity Incentives (2024–2025)
| Award Type | Grant Date | Shares | Vesting | Performance Metric | Grant-Date Fair Value (2024 total) |
|---|---|---|---|---|---|
| PSUs (Relative TSR vs Russell 2000) | Feb 2024 | 96,262 target (subset) | 0–200% vests over 3-year period ending 12/31/2026; change-in-control testing at closing price | Relative TSR (vs Russell 2000) | Included in $1,605,639 total stock awards |
| PSUs (Stock Price Hurdles, 3 tranches) | Feb 2024 | 31,766 target (subset) | One-third vests at each price hurdle; catch-up feature; no vest for 2024 period | Absolute stock price hurdles | Included in $1,605,639 total stock awards |
| RSUs (Annual refresh) | Jul 2024 | 149,596 | Quarterly vest over 3 years on Mar 5, Jun 5, Sep 5, Dec 5 | Service-based | Included in $1,605,639 total stock awards |
| RSUs (Employment agreement tranche) | Oct 2024 | 53,333 | Vested immediately | Service-based | Included in $1,605,639 total stock awards |
| RSUs (Employment agreement tranche) | Mar 2025 | 53,333 | Quarterly vest per plan | Service-based | N/A (2025 grant) |
Program evolution: 2025 PSUs simplified to relative TSR vs a peer group over three years to further align pay with long-term performance .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 1, 2025) | 246,217 Class A shares held directly |
| Class A Shares Outstanding (for reference) | 116,811,462 Class A shares |
| Ownership % of Class A (computed) | ~0.21% (=246,217 / 116,811,462) |
| Unvested RSUs (Merger reference, July 15, 2025) | 645,058 unvested RSUs; estimated value $6,611,845 |
| Vested PSUs at Merger (July 15, 2025) | 733,024 vested PSUs; estimated value $7,513,496 |
| Hedging/Pledging | Prohibited under insider trading policy; no pledging or hedging allowed |
Notes:
- Olo’s insider trading/ownership policies ban hedging, short selling, margin purchases, and pledging, supporting alignment and reducing leverage-related risk .
- RSUs vest quarterly (Mar 5/Jun 5/Sep 5/Dec 5), creating predictable vest-associated liquidity; 2025 merger processes created cash settlement for vested awards and replacement rights for unvested awards .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | Effective July 5, 2023; at-will |
| Base Salary | $550,000 |
| Target Bonus | 60% of base salary, subject to company/individual performance under Bonus Plan |
| Sign-on/New-Hire Equity | RSUs: $500,000 sign-on; $5,000,000 new-hire; 2024 refresh $2,500,000 RSUs/PSUs target value (structure per Compensation Committee) |
| Severance (CIC Termination) | Double-trigger (termination without cause or for good reason within 3 months before/18 months after change in control): 12 months base salary, prorated bonus, full acceleration of time-based awards; performance awards per award terms; up to 12 months COBRA premiums |
| Severance Amounts (as of Jul 15, 2025 CIC Termination) | Cash Severance: $751,997; COBRA: $29,960 |
| Prior Severance Illustration (Dec 31, 2023) | CIC scenario: Cash $550,000; Cash incentive (FY2023 bonus) $169,021; Equity acceleration value $3,711,982 |
| Transaction Bonus | $400,000 payable at closing (merger) |
| Clawback Policy | Adopted Nov 27, 2023 (effective Oct 1, 2023); recovery of incentive comp after restatement or misconduct |
| Tax Gross-ups | None; excise tax mitigation via best-net approach (reduce if beneficial) |
| Equity Award Timing & Pricing | Grant policy prohibits backdating; RSU counts based on 30-day average price (amended Feb 2025) |
| Ownership Guidelines | Not disclosed in proxy (no executive ownership guideline referenced) |
Investment Implications
- Pay-for-performance alignment: Lambert’s mix skews to equity, with significant 2024 PSUs tied to relative TSR and stock-price hurdles, and 2025 PSUs simplified to relative TSR—aligning incentives with shareholder returns while avoiding option repricing or guaranteed bonuses .
- Near-term liquidity/cash events: Merger-related treatment creates immediate cash settlement of vested PSUs ($7.51m) and cash value for unvested RSUs ($6.61m) plus a $400k transaction bonus—reducing post-close selling pressure but increasing retention considerations for unvested replacement rights .
- Retention risk vs protections: Double-trigger CIC severance (12 months salary + prorated bonus + COBRA) and ongoing unvested equity provide retention hooks; insider hedging/pledging prohibitions and a robust clawback regime reduce governance risk .
- Performance execution: Company delivered strong FY2024 results (revenue $284.9m; NGOI $32.9m), and the 2024 bonus funded at 93.7% on balanced profitability/growth metrics—supportive of Lambert’s expanded operational scope and execution credibility .
- Shareholder sentiment: 2024 say-on-pay approval >97% indicates investor support for the compensation framework; continued PSUs tied to TSR/peer performance should maintain alignment .
Say-on-Pay 2024 approval: over 97% . Company 2024 highlights: $284.9m revenue, $32.9m non-GAAP operating income . Bonus payout 93.7% with balanced metrics . Hedging/pledging banned; clawback adopted . CIC severance quantified for Lambert, and transaction bonus disclosed .