Damian Olthoff

About Damian Olthoff

Damian W. Olthoff is General Counsel and Secretary at PROS Holdings, Inc., and was age 50 as of March 28, 2025 . He has continuously signed the company’s SEC filings as General Counsel and Secretary since at least 2014 through 2025, evidencing long-tenured service and responsibility for corporate governance and disclosure (e.g., 8-K signatures on Oct 27, 2014; Dec 3, 2014; Aug 26, 2024; Dec 2, 2024; Jun 11, 2025; Jun 13, 2025) . Company performance during his recent tenure shows sustained revenue growth and improving EBITDA, while TSR declined in 2024 following a strong 2023:

Values retrieved from S&P Global.*

Past Roles

External Roles

None disclosed in company proxies or 10-Ks.

Fixed Compensation

Not disclosed for Mr. Olthoff (he is not a named executive officer in PROS’ proxies; NEO tables cover CEO, CFO, and CRO only) .

Performance Compensation

Company executive incentives and equity design (applies to NEOs; indicative of PROS’ pay-for-performance levers):

• Annual Cash Incentive Plan (2024 NEOs): metrics and outcomes

• Market Stock Units (MSUs): performance-vested on Relative TSR vs Russell 2000 over three years; earnout 0–200% with target at +5% outperformance; min 0% at –35% underperformance; max 200% at +45% outperformance .

• RSUs: time-based vesting — 25% at one-year anniversary, then 6.25% per quarter over subsequent three years ; Award agreement schedules confirm quarterly settlement after year one .

Equity Ownership & Alignment

• Anti-hedging/anti-pledging policies (applies to all employees, officers, and directors): prohibits short sales, puts/calls or derivatives, holding stock in margin accounts, or pledging PROS stock; reinforces at-risk equity alignment .

• Stock ownership guidelines: robust requirements for NEOs and directors (CEO 6x salary; other NEOs 2x; directors 5x retainer), with compliance as of December 31, 2024; unvested performance-based equity (MSUs) excluded from calculations . These guidelines are not explicitly disclosed for non-NEO executives.

• Beneficial ownership: Mr. Olthoff is not listed in proxy security ownership tables (which cover NEOs and directors); specific share/option holdings for Mr. Olthoff are not disclosed in proxies . Section 16 forms should be consulted for individual holdings and transactions; our document search did not surface a Form 4 specific to Mr. Olthoff (he is a Section 16 officer by function, and a signatory on many filings) .

Employment Terms

Company-level executive and equity plan terms (indicative of treatment; specific contract terms for Mr. Olthoff are not disclosed in proxies):

• Clawbacks: SEC Rule 10D-1-compliant executive clawback policy adopted; equity plan includes reimbursement provisions covering cash and equity awards upon restatements due to misconduct .

• Change-of-control treatment for awards:

  • MSUs: Adjust performance period to the date immediately prior to CoC; settle a pro-rata portion at CoC; remaining Earned Units settled at original schedule in acquiror consideration .
  • RSUs: If awards are not assumed/continued/substituted, convert to cash rights payable on original settlement dates in acquiror consideration; if assumed, settle per original schedule .

• Minimum vesting: Equity awards generally require at least one year of vesting (except up to 5% of pool) .

• Trading window/preclearance for Named Insiders (including officers): trades only in open windows; mandatory preclearance; restrictions on 10b5-1 plans; broker verification required .

Note: NEO employment agreements feature double-trigger CoC severance (salary + bonus multiples and equity acceleration). Comparable non-NEO agreement examples are disclosed for other officers (e.g., CAO in Jan 2020), but Mr. Olthoff’s specific agreement is not disclosed in the reviewed filings .

Performance & Track Record

• 2024 highlights: total revenue $330.4mm (+9% YoY), subscription revenue growth +14%, subscription gross margin 78% (non-GAAP 80%), operating cash flow +177% YoY and free cash flow margin 8%; achieved “Rule of 17”; recurring revenue 85%; customer gross revenue retention >93% .

• Compensation governance outcomes: Say-on-Pay approvals ~98% for 2023 and 2024 programs, indicating broad shareholder support for pay design .

Investment Implications

• Alignment and trading signals: Company-wide anti-hedging/anti-pledging policies and mandatory preclearance reduce the risk of misaligned hedging or pledged share overhangs; lack of disclosed pledging or hedging by Mr. Olthoff is consistent with policy .

• Retention and continuity: Long-tenured General Counsel and Secretary role, with continuous filing signatory across 2014–2025, indicates governance continuity and low near-term retention risk from disclosed information .

• Performance levers: Executive incentives linked to revenue and free cash flow (with prior EBITDA guardrails) and MSUs tied to relative TSR create cyclic vesting supply but focus payouts on shareholder value outcomes; 2024 MSUs tracked at 0% through year-end, moderating near-term realized equity comp despite vesting from RSU schedules .

• Data gaps and monitoring: Mr. Olthoff is not a NEO or director; detailed cash/equity compensation, severance, and ownership data are not disclosed in proxies. To assess insider selling pressure and current beneficial ownership, monitor Section 16 filings (Forms 3/4/5) and preclearance/trading window activity; none identified in our document search for Mr. Olthoff during the periods reviewed .

Overall, Mr. Olthoff’s governance role and the company’s restrictive trading and clawback framework reduce misalignment risks. Company performance has improved in revenue and cash generation, though 2024 TSR lagged peers; incentive designs should moderate realized equity payouts when TSR underperforms .