Ajay Damani

About Ajay Damani

Executive Vice President, Engineering at PROS Holdings, Inc.; joined PROS in 2001 and leads global Engineering, Architecture, Quality Engineering and Cloud teams across B2B and Travel. Education: B.A. in Biology and B.S. in Computer Science, University of Texas at Austin. Age 51 as of the 2025 proxy; age 50 as of the 2024 proxy. Company performance during his tenure recently included 2023 total revenue of $303.7m (+10% YoY), 2024 total revenue of $330.4m (+9% YoY), strong subscription growth (15% in 2023; 14% in 2024), and free cash flow improvement (to $26.2m in 2024). PROS cumulative TSR (value of $100) was $65 in 2023 and $37 in 2024; the company targets profitable growth and uses relative TSR-based MSUs for senior executives.

Company financial performance (context for Ajay’s remit)

Past Roles

External Roles

No public company directorships or external board roles disclosed.

Fixed Compensation

• Ajay Damani’s base salary and cash bonus are not disclosed in PROS’ proxy filings (Ajay is listed as an “Other Significant Employee,” not a Named Executive Officer). PROS’ NEO program is the primary disclosed framework: base salary plus annual cash incentive linked 50/50 to total revenue and free cash flow, with aggressive targets and no discretionary adjustments. 2024 NEO payouts were 66% of target; 2023 payouts were 131.9%. Ajay-specific amounts are not available.

• Company policies applicable firm‑wide: anti‑hedging/anti‑short/anti‑pledging; insider trading pre‑clearance for named insiders; clawbacks on incentive compensation; minimum one‑year vesting (subject to 5% pool exception).

Performance Compensation

• Company equity design for senior executives (framework): mix of time‑based RSUs (4‑year vesting) and performance‑based MSUs that earn based on relative TSR vs Russell 2000 over 3 years; target earn at +5% TSR outperformance, max at +45% outperformance; earn ratio 2.5:1 up/down. Ajay-specific awards are not disclosed.

2024 NEO cash incentive plan (structure; Ajay participation not disclosed)

Equity award structure (company framework; Ajay awards not disclosed)

Equity Ownership & Alignment

• Beneficial ownership: Ajay Damani does not appear in the Security Ownership tables (which list NEOs and directors); no Form 4 insider trading reports for Ajay were found in EDGAR, suggesting he is not a Section 16 reporting person; therefore exact shareholdings, pledged shares (if any), and compliance with director/NEO ownership guidelines are not disclosed.

• Alignment policies: company‑wide anti‑hedging/anti‑short/anti‑pledging policies; equity plan prohibits repricing of underwater options without shareholder approval; executive clawbacks apply to incentive compensation. Director and NEO stock ownership guidelines (CEO 6x salary; other NEOs 2x; directors 5x retainer) do not explicitly extend to non‑NEO executives in the proxy.

Employment Terms

• Ajay Damani’s employment agreement terms (e.g., severance, non‑compete, change‑of‑control) are not disclosed. For reference, NEO employment agreements have 3‑year auto‑renewal terms, 12‑month post‑employment non‑compete/non‑solicit, double‑trigger change‑of‑control vesting, severance multiples, and accelerated vesting on death/disability; these are NEO‑specific and may not apply to Ajay.

• Insider trading controls and blackout management apply to all employees; named insiders require pre‑clearance for trades.

Performance & Track Record

• Product/technology leadership: Ajay was a public co‑presenter and spokesperson for agentic AI capabilities on PROS’ platform (Outperform 2025), highlighting integration of generative and predictive AI to automate key workflows and deliver real‑time decisioning.

• Strategic posture: In Oct 2025, Ajay commented on post‑closing plans under Thoma Bravo to improve operational efficiency as PROS’ travel business becomes a standalone platform investment and the B2B segment combines with Conga.

Compensation Committee Analysis (company context)

• Say‑on‑pay support: 98% approval at the 2024 and 2023 annual meetings indicates strong shareholder support for the NEO pay program.

• Peer groups and benchmarking: The compensation committee updated peer groups annually (e.g., 2025 peer group includes 16 software peers such as BlackLine, Workiva, Rapid7, Zuora; ranges sized to PROS).

Vesting Schedules and Insider Selling Pressure

• RSU vesting cadence promotes retention (25% at year 1; quarterly thereafter); MSUs based on 3‑year relative TSR reduce short‑term selling incentives. Company policies prohibit pledging and hedging, further lowering selling pressure risk. Ajay‑specific grant sizes and vesting overhang are not disclosed.

Risk Indicators & Red Flags

• Governance and controls: Anti‑hedging/anti‑pledging policy; clawbacks; independent CLD committee; strong say‑on‑pay results reduce governance risk.

• Transaction context: Pending Thoma Bravo acquisition (announced Sept 22, 2025) includes acceleration/settlement mechanics for executives and directors; Ajay is not listed among executives in the disclosed golden parachute tables, and his treatment is not disclosed.

Compensation Structure vs Performance Metrics (framework)

• Cash incentives: 50% revenue, 50% FCF, with aggressive targets; threshold payouts at 50%, max at 150%, subject to adjusted EBITDA constraints (removed for 2025 plan). Ajay participation not disclosed.

• Equity incentives: Relative TSR‑based MSUs (0–200%) and time‑based RSUs (4‑year schedule).

Equity Ownership & Pledging

• No evidence of pledging; company prohibits pledging and short sales for all employees. Ajay’s beneficial ownership and guideline compliance are not disclosed in proxy or EDGAR.

Employment Contracts, Severance, and Change‑of‑Control Economics

• Ajay’s specific employment terms are not disclosed. NEOs have double‑trigger change‑of‑control severance and equity acceleration; merger proxy outlines realized values for executives and directors only.

Expertise & Qualifications

• Technical leadership in scalable, high‑performance real‑time systems and AI agents across pricing and commerce workflows; long‑tenured engineering executive at PROS since 2001; UT Austin STEM education.

Investment Implications

• Retention: Long tenure (since 2001) and public leadership on agentic AI suggest high organizational dependence on Ajay for technical execution; lack of disclosed personal compensation/ownership limits precision but RSU/MSU structures and anti‑pledging policy reduce near‑term selling pressure risk.

• Alignment: While Ajay’s ownership is undisclosed, firm‑wide policies and senior executive equity design align incentives to long‑term TSR and multi‑year vesting; strong say‑on‑pay support indicates shareholder acceptance of performance linkage.

• Transaction overhang: With Thoma Bravo’s acquisition, integration plans (travel standalone; B2B with Conga) elevate execution risk in engineering throughput and platform reliability—areas under Ajay’s purview—making his retention and role clarity a key diligence point; specific CIC treatment for Ajay is not disclosed.

Note: Ajay Damani is not a Named Executive Officer in PROS’ proxy; therefore, individual compensation, grants, and ownership details are not disclosed. All company metrics, policies, and structures are cited from PROS filings and releases.