Craig Zawada

About Craig Zawada

Craig Zawada serves as Chief Visionary Officer at PROS, appearing in the company’s executive roster in 2024 and 2025 with an age of 53 and 54, respectively . He joined PROS in 2010, after serving as a partner and leader in McKinsey’s Marketing & Sales Practice; he holds both an MBA and a bachelor’s degree in business administration from the Schulich School of Business at York University and co-authored The Price Advantage, a widely cited pricing strategy book . Company performance over FY 2022–2024 showed revenue growth and improving EBITDA/loss trajectory, relevant to the environment during his tenure with PROS’s pricing/AI strategy focus .

PROS Performance Context (FY 2022–FY 2024)

*Values retrieved from S&P Global.

Past Roles

External Roles

Fixed Compensation

• Not disclosed; Craig Zawada is listed as “Other Significant Employee” rather than a named executive officer (NEO), and the proxy does not present his salary/bonus details .
• PROS’s executive compensation philosophy emphasizes pay-for-performance, competitive benchmarking, and retention via time- and performance-based equity, providing context for senior leader compensation structures even where individual details aren’t disclosed .

Performance Compensation

• Not disclosed for Zawada (no MSU/RSU grant tables or bonus metrics presented for him as a non-NEO) .
• Company NEO plans (context only): 2024 bonus plans used total revenue and free cash flow with an adjusted EBITDA threshold; NEO performance equity (MSUs) vest on 3-year relative TSR vs. Russell 2000; time-based RSUs vest over 4 years .

Note: These program features provide directional alignment but do not specify Zawada’s awards or targets.

Equity Ownership & Alignment

• Beneficial ownership for Zawada is not disclosed in the security ownership tables, which cover principal shareholders, NEOs, and directors .
• Alignment policies: PROS maintains robust ownership guidelines for directors and NEOs (CEO 6x salary; other NEOs 2x), clawbacks on incentive pay, and anti-hedging/short/pledging policies applicable to all employees—reducing alignment risk from pledging or hedging across the firm .
• Equity plan amendments (2025 supplement): Increased share reserve by 3,000,000 and extended the 2017 Plan term to May 8, 2035; removed per-employee annual grant limits originally included for pre-2018 Section 162(m) compliance (company states no intent to exceed prior practice) .

Employment Terms

• Employment agreement specifics (base severance, change-in-control triggers, non-compete/non-solicit) are not disclosed for Zawada.
• Context: PROS notes “double trigger” change-in-control provisions for NEO employment agreements (not necessarily applicable to non-NEO executives) .

Performance & Track Record

• Strategic thought leadership in pricing/AI: Emphasizes PROS differentiation in volatility/complexity environments; cites forward-looking optimization (forecasting) enabling faster execution via CPQ and price optimization .
• Industry adoption and trust: Commentary on rising AI adoption in B2B pricing, and maturation from manual review to automated/no-touch optimization at scaled customers, indicating traction in enterprise deployments .
• Channel/competitive positioning (context from Outperform 2025 session): Reinforces channel-agnostic CPQ design and multi-CRM/ERP architecture for unified quoting; supports PROS leadership across analyst frameworks, though this is broader company positioning rather than individual attribution .

Board Governance

• Not a director; no committee roles, attendance, or director compensation applicable .

Risk Indicators & Red Flags

• Anti-hedging and anti-pledging policies covering all employees mitigate hedging/pledging risk at the individual level .
• Plan amendments removed per-employee annual grant limits; the company states no intention to exceed prior practice, but governance relies on committee oversight and dilution management processes .
• Section 16/Form 4 visibility: No Form 4 filings were found via the available tool, limiting real-time visibility into any insider transactions; this absence may reflect data coverage or non-NEO status rather than conclusively no activity [ListDocuments—Form 4 result: 0].

Compensation Peer Group & Shareholder Feedback (Company Context)

• PROS used a 16-company peer group and engaged FW Cook for independent benchmarking; pay-for-performance emphasis and robust ownership/clawback/anti-pledging policies disclosed .
• Say-on-pay metrics not tied to Zawada individually; proxy proposal and governance items are company-wide.

Investment Implications

• Disclosure gap: As a non-NEO “Other Significant Employee,” Zawada’s individual compensation, vesting schedules, ownership levels, and employment terms are not provided—limiting pay-for-performance and retention-risk analysis specific to him .
• Alignment mitigants: Company-wide anti-pledging, clawbacks, and multi-year equity vesting structures for senior leaders support alignment and reduce hedging/pledging risk, even absent Zawada-specific award detail .
• Execution signal: Zawada’s pricing/AI leadership is consistent with PROS’s strategic focus; company financials over FY 2022–2024 show revenue growth and improving cash generation/loss profile, creating a backdrop where pricing/AI thought leadership is strategically relevant .
• Monitoring: Without Form 4 visibility from the tool and absent proxy-level ownership disclosure for Zawada, near-term insider selling pressure assessment is constrained; investors should monitor future proxies or Section 16 filings for updated ownership and award information [ListDocuments—Form 4 result: 0].