Greg Petersen
PROS HoldingsAbout Greg B. Petersen
Greg B. Petersen, 62, is an independent director of PROS Holdings, Inc. and serves as Chair of the Compensation and Leadership Development (CLD) Committee and as a member of the Audit Committee; the Board has determined he is independent under NYSE and federal securities laws and qualifies as an Audit Committee financial expert. He has a BA in Economics (Boston College) and an MBA (Duke), and has served on PROS’s Board since 2007 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Diligent Corporation | Executive Vice Chairman | 2014–2015 | Audit Chair; governance and financial oversight |
| CBG Holdings | Chief Financial Officer | Not disclosed | Financial leadership |
| Lombardi Software (sold to IBM in 2010) | Chief Financial Officer | Not disclosed | Transaction execution; CFO responsibilities |
| Activant Solutions | Chief Financial Officer | Not disclosed | CFO responsibilities |
| Trilogy Software; RailTex | Executive roles | Not disclosed | Operations and finance experience |
| American Airlines | Managing Director, Corporate Development | Not disclosed | Led creation and IPO of Sabre Holdings |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Plus Therapeutics (NASDAQ: PSTV) | Director | Current | Audit Committee Chair; Compensation Committee member |
| Aterian (NASDAQ: ATER) | Director | 2019–2022 | Audit Committee Chair |
| Diligent Corporation | Director | 2013–2016 | Audit Committee Chair |
| Piksel, Inc. | Director | 2012–2017 | Audit Committee Chair |
| Synthesio | Advisory Board Member | Not disclosed | Advisory capacity |
Board Governance
- Committee assignments: CLD Committee Chair; Audit Committee member; designated Audit Committee financial expert .
- Independence: Board determined all directors other than the CEO are independent as of Dec 31, 2024 .
- Attendance: In 2024, the Board met 7 times; the Audit Committee met 10 times; CLD met 7 times. Each current director attended all Board and committee meetings on which they served, and all incumbent directors attended the 2024 annual meeting .
- Governance practices: Regular executive sessions, robust performance evaluations, director resignation policy (majority-withhold triggers), strong stock ownership guidelines (directors: 5x annual retainer), clawback policy, and anti-hedging/anti-pledging rules; all directors were in compliance with ownership guidelines as of Dec 31, 2024 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $35,000 | Non-employee director retainer (paid quarterly) |
| CLD Committee Chair fee | $20,000 | Chair supplemental cash retainer |
| Audit Committee member fee | $15,000 | Member supplemental cash retainer |
| Total 2024 cash earned | $70,000 | As reported for Petersen |
Performance Compensation
| Equity Award | Grant Value | Grant Date | Vesting | Instrument | Notes |
|---|---|---|---|---|---|
| RSU (annual director grant) | $189,998 | May 15, 2024 | Vests in full on earlier of May 15, 2025 or 2025 Annual Meeting | RSU | Standard for non-employee directors serving at 2024 Annual Meeting; Petersen’s 2024 RSU shown in Director Compensation Table |
- Performance metrics: None for director equity; director awards are time-based RSUs (no TSR/financial conditions) .
Other Directorships & Interlocks
| Company | Shared Roles/Interlocks | Notes |
|---|---|---|
| Plus Therapeutics | External audit chair role | No disclosed related-party dealings with PROS; Audit Committee reviews and must approve any related-party transactions . |
| Compensation Committee Interlocks | None | Proxy states no CLD Committee member or executive has interlocking relationships with other entities’ executives/directors . |
Expertise & Qualifications
- Audit committee financial expert; deep finance/accounting, risk management, M&A, and software operations experience .
- Skills matrix indicates strengths across accounting, finance, business operations, tech industry, risk management, and M&A .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | RSUs Scheduled to Vest within 60 Days | Notes |
|---|---|---|---|---|
| Greg B. Petersen | 125,170 | <1% | 6,125 | Based on 47,796,522 shares outstanding at record date . |
- Stock ownership guidelines: Directors must hold shares equal to 5x annual retainer; all directors were in compliance as of Dec 31, 2024 .
- Policies: Anti-hedging, anti-short, and anti-pledging apply to directors; stock plan prohibits option repricing without shareholder approval .
Governance Assessment
- Strengths: Independent director; CLD Chair with use of independent consultant (FW Cook) and robust pay-for-performance design for executives; audit financial expert; perfect attendance across Board/committee meetings; strong ownership guidelines and clawbacks; stringent anti-hedging/pledging policies .
- Potential investor considerations: Long tenure (director since 2007) balanced by Board refresh (60% refreshed since 2020) and addition of new independent directors in 2024–2025; no related-party transactions >$120k in 2024; equity plan amendments increased share reserve by 3,000,000 and extended term, which may modestly elevate dilution risk but were advanced with Board recommendation and oversight .