Craig Colby
About Craig Colby
Craig Colby, age 55, is OneStream’s co‑founder and served as President from inception in 2012 through April 2025; he transitioned to Chief Success Officer effective May 1, 2025 while CEO Thomas Shea assumed the President role . He holds a B.B.A. from Western Michigan University and previously co‑founded UpStream Software . His incentive pay is tied to Net New ARR (67% weighting) and non‑GAAP Operating Income (33%) under the Executive 2024 Bonus Plan, with total 2024 bonus funding at 80% of target .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| OneStream, Inc. | President | 2012–2025 | Co‑founder and long‑tenured operating leader |
| OneStream, Inc. | Director | 2012–Jun 2024 | Governance and oversight during private-to-public transition |
| UpStream Software | Co‑founder | — | Early entrepreneurial experience in enterprise software |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 422,917 | 425,000 |
| Bonus ($) | — | 246,000 (special tax payment) |
| Non‑Equity Incentive Plan Compensation ($) | 386,750 | 340,000 |
| Option Awards ($) | 3,708,809 | 4,412,330 |
| All Other Compensation ($) | 28,258 | 29,906 |
| Total ($) | 4,546,734 | 5,453,236 |
Performance Compensation
Annual Bonus Design (Executive 2024 Bonus Plan)
| Metric | Weighting | Threshold | Target | Maximum | 2024 Outcome | Payout timing |
|---|---|---|---|---|---|---|
| Net New ARR | 67% | 80% of target | Not disclosed | 150% of target | Overall corporate achievement 80% of target for FY24 | 40% of target paid Sep 2024; 40% of target paid Mar 2025 |
| non‑GAAP Operating Income | 33% | 0% if under; 100% if achieved | Not disclosed | Not disclosed | Overall corporate achievement 80% of target for FY24 | 40% of target paid Sep 2024; 40% of target paid Mar 2025 |
Notes:
- Colby’s target bonus was 100% of salary; actual 2024 payout equaled 80% of salary ($340,000) .
Equity Awards and Vesting Schedules
| Grant date | Shares (options) | Exercise price ($) | Vesting start | Cadence | Expiration |
|---|---|---|---|---|---|
| Jun 30, 2022 | 169,917 total (79,524 exerc.; 90,393 unexerc.) | 10.65 | Feb 15, 2023 | 1/4 on start, then monthly (1/48) | Dec 4, 2031 |
| Mar 6, 2023 | 368,753 total (93,178 exerc.; 275,575 unexerc.) | 10.65 | Feb 15, 2024 | 1/4 on start, then monthly (1/48) | Mar 5, 2033 |
| Mar 11, 2024 | 353,390 unexercisable | 14.51 | Feb 15, 2025 | 1/4 on start, then monthly (1/48) | Mar 10, 2034 |
| Jul 23, 2024 (IPO option grant) | 80,116 total (5,007 exerc.; 75,109 unexerc.) | 20.00 | Oct 23, 2024 | 1/16 quarterly thereafter | Jul 22, 2034 |
Stock awards (pre‑IPO profits interests reclassified to Class C stock):
| Grant date | Unvested shares | Market value at 12/31/2024 ($28.52/share) |
|---|---|---|
| Feb 9, 2021 | 7,303 | 208,282 |
Additional notes:
- All LLC Units and corresponding Class C shares for named executive officers (including Colby) fully vested by Feb 9, 2025 .
- 2024 IPO options were issued to offset incentive unit reductions from the reorganization and as a retention incentive; vest quarterly from Oct 23, 2024 .
Equity Ownership & Alignment
| Security | Amount | Percent | Notes |
|---|---|---|---|
| Class A common stock | 558,563 | <1% | |
| Class D common stock | 8,570,200 | 8.5% of Class D | Each Class D share convertible 1:1 into Class A |
| Total voting power | — | 5.0% | Class C/D carry 10 votes per share; Class A carries 1 vote |
| Options exercisable within 60 days (as of 3/27/2025) | 383,438 | — | Near‑term potential liquidity |
Alignment and restrictions:
- Insider Trading Policy prohibits hedging, short sales, trading in derivatives on company stock, holding in margin accounts, and pledging of company securities (employees and directors) .
- Class D shares are convertible to Class A on a 1:1 basis, which can facilitate liquidity events; conversion and exchange mechanics for LLC Units are governed by the Amended LLC Agreement and quarterly/blackout limitations (primarily applicable to Continuing Members) .
Employment Terms
| Item | Terms |
|---|---|
| Employment letter | Confirmatory letter dated June 2024; at‑will |
| Base salary | $425,000 |
| Target annual bonus | 100% of salary |
| Severance (outside CIC) | Lump sum equal to 6 months base salary + up to 6 months COBRA reimbursements (with release) |
| Severance (CIC window; double trigger) | Lump sum 12 months base salary + 50% of target bonus + up to 12 months COBRA + 100% acceleration of unvested time‑based equity (performance awards per agreement) (with release) |
| Clawback | Non‑discretionary recovery of excess incentive comp upon accounting restatement; 3‑year lookback; applies to current/former executive officers |
| Hedging/pledging | Prohibited by policy (short sales, derivatives, hedges, pledging, margin accounts) |
Investment Implications
- Strong ownership alignment: Colby beneficially owns 8.57M Class D shares (convertible 1:1 into Class A) and holds 558.6K Class A shares, representing 5.0% total voting power—meaningful skin‑in‑the‑game that ties executive wealth to equity value .
- Near‑term supply dynamics: Significant option tranches continue vesting monthly (2022/2023 grants) and quarterly (IPO grant), with 383,438 options exercisable within 60 days of Mar 27, 2025; combined with Class D convertibility, this creates periodic opportunities for liquidity and potential selling pressure around vest dates and windows .
- Pay‑for‑performance balance: 2024 incentive funding at 80% of target, driven by Net New ARR and non‑GAAP Operating Income goals, indicates moderated bonus realization; design mixes growth (ARR) and profitability (OI), aligning incentives with SaaS value drivers .
- Retention and protection: Double‑trigger CIC severance with full time‑based equity acceleration plus continuing option vest schedules and substantial equity stakes lowers near‑term flight risk despite role transition to Chief Success Officer effective May 1, 2025 .
- Governance risk mitigants: Dodd‑Frank‑aligned clawback and prohibition on hedging/pledging reduce misalignment/abuse risks; note broader governance context of KKR control under the Stockholders’ Agreement, which can influence leadership decisions and strategic flexibility .