Robert Morvillo
About Robert Morvillo
Robert Morvillo, age 46, is Olo’s Chief Legal Officer and Corporate Secretary, promoted in January 2024 after serving as General Counsel (2023) and SVP of Legal (2022–2023). He previously was VP, Associate General Counsel at Diebold Nixdorf, and began his career as a litigator at Goodwin Procter and a clerk to Judge Richard M. Berman; he holds a B.A. in History from Miami University and a J.D. from Brooklyn Law School . Olo delivered 2024 revenue of $284.9 million (+25% YoY) and non-GAAP operating income of $32.9 million; the company’s pay-versus-performance disclosure ties executive compensation to TSR, noting cumulative TSR since the IPO has declined and compensation actually paid fell accordingly, aligning incentives with shareholder outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Olo Inc. | Chief Legal Officer & Corporate Secretary | Jan 2024–present | Leads legal and compliance strategy during scaling and strategic initiatives . |
| Olo Inc. | General Counsel & Corporate Secretary | Jan 2023–Dec 2023 | Established and led corporate legal function and governance . |
| Olo Inc. | SVP, Legal | Jul 2022–Jan 2023 | Built legal operations across contracting, privacy, cybersecurity, payments, compliance . |
| Diebold Nixdorf, Inc. | VP, Associate General Counsel | 2015–2022 | Oversaw strategic contracting, data privacy, cybersecurity, payments, compliance at a global fintech/retail tech firm . |
| Goodwin Procter LLP | Litigator | Prior to 2015 | Represented companies in civil/criminal/regulatory matters; trial and investigations experience . |
| U.S. District Court (SDNY) | Judicial Law Clerk to Hon. Richard M. Berman | Early career | Federal clerkship grounding in litigation and judicial process . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No external directorships or board roles disclosed for Mr. Morvillo . |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $316,200 | $380,000 (20.1% increase) | Increased with promotion to CLO and market alignment . |
| Target Bonus (% of Salary) | 35% | 50% | Adjusted to peer median with promotion . |
| Target Bonus ($) | $110,670 | $190,000 | Bonus plan payout potential 50%–135% of target . |
| Actual Bonus Paid ($) | — | $177,980 | 2024 bonus funded at 93.7% based on corporate metrics . |
| All Other Compensation ($) | — | $10,778 (incl. $10,346 401(k) match) | Perquisites are limited (no excessive benefits) . |
Performance Compensation
Annual Bonus Metrics (2024)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout Factor |
|---|---|---|---|---|---|---|
| Non-GAAP Total Gross Profit ($M) | 50% | 162.8 | 177.0 | 192.1 | 174.7 | 93.7% weighted |
| Gross Revenue ($M) | 25% | 271.1 | 300.0 | 360.0 | 284.9 | 78.7% weighted |
| Non-GAAP Operating Income ($M) | 25% | 23.0 | 30.4 | 36.5 | 32.9 | 108.5% weighted |
| Overall Bonus Payout | — | — | — | — | — | 93.7% of target |
Equity Awards (2024 grants)
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting / Performance Design |
|---|---|---|---|---|
| PSUs – Relative TSR vs. Russell 2000 (target) | Mar 1, 2024 | 195,317 target; up to 390,634 max | $1,605,506 (probable) | 3-year period to 12/31/2026; 0–200% payout based on relative TSR; change-in-control truncates period and measures at deal price . |
| PSUs – Stock Price Hurdles (3 tranches) | Mar 1, 2024 | 64,454 target | $183,264 | Three successive price hurdles through 12/31/2026; catch-up feature; no hurdles met in 2024 . |
| RSUs – Service-based | Oct 1, 2024 | 195,318 | $945,339 | Equal quarterly vesting over 3 years on Mar 5/Jun 5/Sep 5/Dec 5, subject to continuous service . |
| Total 2024 Stock Awards | 2024 | — | $2,734,109 | Aggregate RSU+PSU grant date fair value (probable PSU achievement) . |
Outstanding Equity at 12/31/2024
| Category | Units Outstanding | Market/Payout Value ($) |
|---|---|---|
| Unvested RSUs (8/1/2022) | 20,637 | $158,492 |
| Unvested RSUs (2/24/2023) | 18,541 | $142,395 |
| Unvested RSUs (10/1/2024) | 179,042 | $1,375,043 |
| Unearned PSUs – TSR (3/1/2024) | 195,317 | $1,500,035 |
| Unearned PSUs – Price (3/1/2024) | 43,970 | $330,010 |
| Prior PSU (2/24/2023) | 6,419 | $49,298 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 70,508 shares of Class A common stock held directly . |
| Ownership Guidelines | Executive ownership guidelines not disclosed; directors have RSU policies; compensation largely “at-risk” via equity . |
| Hedging/Pledging | Company policy prohibits hedging, shorting, margin purchases, and pledging of company stock . |
| Exercisable Options | None disclosed for Mr. Morvillo; equity is RSU/PSU-based . |
| Vested vs Unvested | Significant unvested RSUs and unearned PSUs outstanding as of year-end 2024, detailed above . |
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | Executed April 3, 2023; initial base salary $316,200; initial target bonus 35% of base . |
| Current Cash Compensation | Base $380,000 (effective Jan 1, 2024); target bonus 50% ($190,000) . |
| Severance (non-CIC) | If terminated without cause or resigns for good reason: 9 months of base salary; prorated target bonus (lump sum) . |
| Change-in-Control (baseline) | Double-trigger protection; CIC modifies PSU periods to deal date and measures at transaction price; no excise tax gross-ups (Section 280G cutback/best-net) . |
| Clawback | NYSE/SEC-compliant clawback adopted Nov 27, 2023 (effective Oct 1, 2023) for restatements; up to 100% recovery for intentional misconduct . |
| Benefits | Participates in broad-based benefits and 401(k) with employer match; executives subject to same plans as employees . |
| 2025 Merger Amendments | In Thoma Bravo take-private: RSUs accelerated in full at closing; PSUs achieved at maximum then re-timed—273,171 PSUs subject to time-based vesting in 21 equal monthly installments (Oct 5, 2025–Jun 5, 2027) contingent on continued service . |
| Transaction Bonus | One-time transaction bonus of $400,000 paid at closing (subject to continued employment through closing) . |
Compensation Structure Analysis
- Equity-heavy, at-risk pay design: 2024 grants emphasize RSUs and PSUs, with RSUs vesting over three years and PSUs tied to relative TSR and stock-price hurdles through 2026; 2024 bonus funded at 93.7% based on non-GAAP gross profit, NGOI, and revenue attainment, linking cash pay to operating performance .
- No tax gross-ups; clawback adopted per SEC/NYSE; hedging/pledging prohibited—favorable governance signals limiting misalignment risks .
- Peer benchmarking targets 50th percentile; peer group refreshed to reflect comparable SaaS/enterprise software profiles, anchoring market alignment .
- Say-on-Pay support strong at >97% in 2024, indicating shareholder approval of pay design .
Investment Implications
- Retention and lock-up dynamics: The 2025 merger amendments accelerated RSUs but re-timed a large block of PSUs (273,171) to monthly vest through mid-2027, creating steady vesting cadence that can mitigate immediate sell pressure while enhancing retention incentives; nonetheless, RSU acceleration increased immediately sellable shares at closing .
- Alignment to performance: Bonus metrics (non-GAAP gross profit, NGOI, revenue) and relative TSR PSUs reinforce pay-for-performance; the absence of pledging/hedging and presence of clawback reduce governance risk .
- Trading signals: Post-merger delisting removed public market liquidity; before closing, RSU acceleration could have contributed to short-term supply, while ongoing monthly PSU vesting may lead to periodic liquidity events if private equity sponsor pursues future exits or re-listing .
- Overall: Compensation structure and governance policies indicate disciplined alignment; retention appears adequately supported via time-based vesting post-merger, with limited red flags (no gross-ups, prohibitions on pledging/hedging), and strong prior Say-on-Pay outcomes support investor confidence in pay practices .