Thomas Shea
About Thomas Shea
Thomas Shea, 55, is co‑founder, Chairman and Chief Executive Officer of OneStream, Inc., serving on the board since inception (2012) with prior experience co‑founding UpStream Software (CEO/President until its 2006 sale to Hyperion) and a senior role at Meritor. He holds a B.S. and M.B.A. from Oakland University . In 2024 his annual incentive plan was tied to Net New ARR (67% weighting) and non‑GAAP Operating Income (33%); payouts equaled 80% of annual target, aligning his variable pay to subscription growth and profitability . Effective May 1, 2025, Shea will also assume the role of President, with no additional compensation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UpStream Software | Co‑founder, CEO/President; invented/architected UpStream TB and WebLink | Until 2006 (acquired by Hyperion) | Built product innovation; led company to successful exit |
| Meritor, Inc. | Senior position | Not disclosed | Enterprise operational experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | — |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 472,917 | 497,917 |
| Target Bonus % of Salary | Not disclosed | 100% of salary |
| Non‑Equity Incentive Plan ($) | 432,250 | 400,000 |
| Special Bonus ($) | — | 307,000 (tax reimbursement) |
| Option Awards (Grant‑date FV, $) | 4,770,948 | 10,733,212 |
| All Other Compensation ($) | 27,429 | 28,555 |
| Total Compensation ($) | 5,703,543 | 11,966,684 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout Mechanics | Vesting / Payment Timing |
|---|---|---|---|---|---|---|
| Executive 2024 Bonus Plan (H1) | Net New ARR and non‑GAAP Operating Income combined | 67% ARR / 33% non‑GAAP Op Inc | Threshold ARR = 80% of target; non‑GAAP Op Inc payout 100% if achieved | Aggregate achievement at 100% for H1 | 40% of annual target paid for H1 | Paid Sept 2024 |
| Executive 2024 Bonus Plan (Full year) | Net New ARR and non‑GAAP Operating Income combined | 67% ARR / 33% non‑GAAP Op Inc | Threshold ARR = 80% of target; non‑GAAP Op Inc payout 100% if achieved | Aggregate achievement at 80% for FY2024 | Additional 40% of annual target paid (total year = 80% of target) | Paid Mar 2025 |
- Shea’s 2024 non‑equity incentive payment of $400,000 corresponds to ~80% of his target bonus, consistent with full‑year achievement at 80% .
- Performance metrics emphasize subscription growth (Net New ARR) and disciplined profitability (non‑GAAP Operating Income) .
Equity Ownership & Alignment
| Category | Details |
|---|---|
| Total Beneficial Ownership | Class A: 1,183,446 options exercisable within 60 days; Class C: 325,232 shares; Class D: 16,170,004 shares; 9.7% of total voting power |
| Ownership as % Outstanding | Class A: 1.6%; Class D: 16.0% |
| Vested vs Unvested (12/31/2024) | Unvested Class C shares: 13,563 (market value $386,817 at $28.52) |
| Vesting Status (2/9/2025) | All LLC Units and corresponding Class C shares for named executives fully vested as of 2/9/2025 |
| Options (strike and status vs 12/31/2024 price $28.52) | 2022 grant $10.65 (in‑the‑money); 2023 grant $10.65 (in‑the‑money); 3/11/2024 grant $14.51 (in‑the‑money); 7/23/2024 IPO grant $20.00 (in‑the‑money) |
| Hedging/Pledging | Company policy prohibits hedging or pledging of company securities and margin accounts |
| Ownership Guidelines | Executive ownership guidelines not disclosed |
Outstanding Options and Vesting (Thomas Shea)
| Grant Date | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| 6/30/2022 | 439,049 | 180,786 | 10.65 | 12/4/2031 | 25% on 2/15/2023; then 1/48 monthly |
| 3/6/2023 | 299,956 | 354,495 | 10.65 | 3/5/2033 | 25% on 2/15/2024; then 1/48 monthly |
| 3/11/2024 | — | 908,169 | 14.51 | 3/10/2034 | 25% on 2/15/2025; then 1/48 monthly |
| 7/23/2024 (IPO) | 9,299 | 139,488 | 20.00 | 7/22/2034 | 1/16 vested 10/23/2024; then 1/16 every 3 months |
| Pre‑IPO Incentive Units (now Class C) | — | — | — | — | Subject to vesting; fully vested by 2/9/2025 |
Note: Certain awards accelerate upon qualifying termination or change in control per Severance Policy .
Employment Terms
| Term | Thomas Shea |
|---|---|
| Employment Agreement | Confirmatory employment letter (at‑will); June 2024 |
| Current Base Salary | $544,000 |
| Target Bonus | 100% of annual base salary |
| Severance (Outside Change‑in‑Control) | 12 months base salary; 12 months COBRA reimbursement |
| Severance (Double‑Trigger CIC: 3 months before to 12 months after) | 18 months base salary; 100% of target bonus; 18 months COBRA; 100% acceleration of time‑based equity (performance awards per award terms) |
| 280G Treatment | Best‑net (no tax gross‑up) |
| Clawback | Dodd‑Frank compliant clawback on excess incentive compensation following restatement |
| Insider Trading / Hedging / Pledging | Insider trading policy in place; hedging, pledging, short sales, and margin accounts prohibited |
Board Governance
- Role: Chairman and CEO; nominee for election as Class I director (term to 2028) .
- Independence: Board has 7 of 8 independent directors; Shea is management director .
- Controlled Company: KKR controls ~55% of voting power; retains rights to appoint/remove chair and lead independent director while owning ≥25% .
- Lead Independent Director: David Welsh; serves as liaison and presides over executive sessions .
- Committees: Shea is not listed as a member; audit chaired by John Kinzer; compensation, nominating and governance chaired by Michael Burkland .
- Attendance: Each director attended ≥75% of meetings in 2024; board held seven meetings .
- Executive Sessions: Non‑employee directors meet at least twice per year without management .
- Director Pay: Shea received no additional compensation for board service .
Equity Ownership Structure and Trading Windows
- Multi‑class capital structure; Continuing Members can redeem LLC Units for cash or Class A/Class D subject to windows and restrictions to avoid publicly traded partnership treatment; quarterly exchanges require notice and are limited; certain Unrestricted Redemptions allow faster processing .
- Secondary Offering occurred Nov 2024; general exchange/redemption restrictions and blackout windows apply prospectively .
Compensation Committee Analysis
- Committee: Independent directors (Burkland, Kinzer, Welsh); uses Compensia, Inc. for market data and peer selection; CEO provides input on other executives but is excluded from decisions on his own pay; board makes final decisions on CEO compensation .
- Equity Granting Practices: Awards approved at regular meetings/open windows; no timing around MNPI; option effective dates generally within open windows .
Related Party and Structural Considerations
- Tax Receivable Agreement (TRA): OneStream pays 85% of realized tax benefits from basis step‑ups to TRA Members (KKR and others); obligations can be substantial, affect liquidity, and accelerate upon change of control or early termination .
- KKR nomination rights and committee presence; at least one KKR nominee on each committee while nomination rights persist .
Investment Implications
- Alignment: Significant long‑term equity exposure via 16.17M Class D shares and sizable in‑the‑money options at $10.65–$20.00 strikes; hedging/pledging prohibited, reinforcing alignment .
- Performance‑linked pay: 2024 bonus tied to ARR growth and non‑GAAP profitability; full‑year payout at 80% of target and non‑equity incentive of $400,000 indicate discipline amid growth scaling .
- Retention risk: Robust double‑trigger CIC protection (18 months salary, 100% target bonus, equity acceleration) mitigates departure risk but adds cost in change‑of‑control scenarios .
- Governance risk: Combined CEO/Chair in a controlled company with KKR’s approval rights on CEO hiring/termination and board leadership heightens independence concerns; mitigated partly by Lead Independent Director and majority‑independent board .
- Liquidity/overhang: TRA cash obligations and structured exchange/redemption mechanics could influence capital allocation and insider selling cadence; monitor windows, blackout periods, and secondary activity that may affect near‑term float dynamics .