Peter Hernandez
About Peter Hernandez
Peter Hernandez is a Senior Vice President on Thoma Bravo’s Discover team with prior investment banking roles at Deutsche Bank and SunTrust Robinson Humphrey; he holds a B.A. in Mathematics and Economics from Vanderbilt University . He became a director of Olo Inc. at the close of its acquisition by Thoma Bravo on September 12, 2025, serving on the post-merger board of the surviving, privately held corporation . As a Thoma Bravo executive installed concurrent with the change in control (funding provided by funds managed by Thoma Bravo), he is affiliated with the controlling shareholder .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thoma Bravo | Senior Vice President, Discover team | 2018–present | Led software private equity investments; quoted in Olo merger communications |
| Deutsche Bank | Investment Banking | Pre-2018 (prior role) | Leveraged finance experience supporting capital markets transactions |
| SunTrust Robinson Humphrey | Investment Banking | Pre-2018 (prior role) | Coverage of software/technology-enabled companies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Olo Inc. (post-merger) | Director (Surviving Corporation) | Appointed 2025-09-12 | Post-merger board; committee assignments not disclosed in 8-K |
| Thoma Bravo | Senior Vice President | 2018–present | Affiliation signals sponsor oversight of portfolio company governance |
Board Governance
- Independence: Not independent of the controlling shareholder; Hernandez is a Thoma Bravo SVP and was appointed to Olo’s board at closing of the Thoma Bravo-led change in control .
- Committee assignments: The September 12, 2025 8-K and amended bylaws do not disclose committee memberships for the new board; committees may be reconstituted post-merger under new bylaws .
- Attendance/engagement: No attendance data disclosed for Hernandez; pre-merger 2024 attendance disclosure shows each incumbent director attended ≥75% of meetings, but Hernandez was not a director then .
- Executive sessions: Pre-merger, non-employee directors held executive sessions; not disclosed for the post-merger board .
Fixed Compensation
Historical (public company) non-employee director compensation policy (amended July 2024) for context; Hernandez’s post-merger compensation is not disclosed.
| Component | Amount/Terms |
|---|---|
| Annual cash retainer | $35,000 (increased from $30,000) |
| Chair/Lead Independent retainer | $72,500 (in lieu of standard retainer; increased from $45,000) |
| Committee member retainers | Audit $10,000; Compensation $7,000 (from $6,000); Nominating $4,000 |
| Committee chair retainers | Audit $20,000; Compensation $15,000 (from $12,000); Nominating $8,000 |
| Initial RSU award | $355,000 value; vests in 3 equal annual tranches |
| Annual RSU award | $175,000 value; one-year vest or until next annual meeting |
| Equity grant mechanics | 30-day average price share-count methodology; one-time catch-up RSUs granted Feb 2024 due to 2023 methodology change |
| Change in control | Director RSUs vest in full upon “Change in Control” under 2021 Plan |
| Caps | $1,000,000 in first calendar year; $750,000 annually thereafter |
Note: These figures applied to Olo’s public-company board through 2024 and may not apply to the private-company board post-merger .
Performance Compensation
- For directors, equity grants are time-based RSUs; no performance (PSU) metrics disclosed for directors .
- Executive PSU and RSU modifications were made at closing for certain officers (Glass, Lambert, Morvillo); included acceleration and conversion to time-based vesting, indicating sponsor-driven retention structuring in the transaction context .
Other Directorships & Interlocks
| Organization | Relationship | Governance Signal |
|---|---|---|
| Thoma Bravo (sponsor) | Hernandez is SVP; Thoma Bravo provided equity financing for the acquisition and is controlling shareholder post-merger | Sponsor-affiliated director; oversight focus likely on value creation and transaction execution |
| Olo Inc. (pre-merger customers/vendors) | Multiple director-related customer/vendor relationships (e.g., Shake Shack, Portillo’s, Spreedly) reviewed and ratified by Audit Committee as arm’s-length in 2024; Hernandez not on pre-merger board | Existing related-party controls and audits noted pre-merger; post-merger review process unknown |
Expertise & Qualifications
- Private equity and capital markets expertise in software; prior leveraged finance; economics/math academic background .
- Role in Olo transaction communications underscores M&A experience and portfolio stewardship .
Equity Ownership
- No beneficial ownership disclosure for Hernandez in Olo’s April 1, 2025 proxy ownership tables (he was not yet a director); post-merger ownership and board equity awards for Hernandez are not disclosed publicly .
Governance Assessment
- Independence status: Affiliated director representing sponsor; not independent under public-company standards, though Olo is private post-merger .
- Transparency gaps: No disclosure of Hernandez’s board compensation, equity holdings, committee assignments, or attendance post-merger (common in private governance) .
- Policies: Pre-merger Olo prohibited pledging/hedging and adopted a clawback policy aligned with SEC/NYSE; continuity post-merger is not disclosed .
- Transaction signals: Executive award amendments and transaction bonuses at closing indicate retention priorities and sponsor alignment; these are neutral-to-positive for continuity but reduce immediate transparency on director incentives .
- Related-party oversight: Pre-merger audit committee reviewed director-linked customer/vendor transactions as fair; post-merger related-party review procedures will depend on new bylaws and sponsor practices .
RED FLAGS
- Affiliated director installed by controlling shareholder; not independent .
- Lack of public disclosure on director pay, ownership, and committee roles post-merger .
- Executive equity award modifications concurrent with change in control (requires careful monitoring for alignment) .
References to Key Governance Policies (Historical, pre-merger)
- Hedging/pledging prohibitions for directors and employees .
- Compensation recovery (clawback) policy adopted in Nov 2023, effective Oct 1, 2023, covering three-year clawback window and misconduct provisions .
- Independent compensation committee structure and use of independent consultant pre-merger .