Jennifer Biry
PROS HoldingsAbout Jennifer Biry
Independent director of PROS Holdings (since 2024), Audit Committee member, and designated Audit Committee financial expert. Biry is CFO & COO of McAfee (since 2022), previously CFO of WarnerMedia (2020–2022) and SVP/CFO of AT&T Communications’ Consumer segment (2018–2020). She holds a B.B.A. from Texas Lutheran University and is a CPA. Age 51; Class I director with current term expiring at the 2026 Annual Meeting. 100% meeting attendance in 2024 alongside all other directors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WarnerMedia | Chief Financial Officer | 2020–2022 | Enterprise-scale finance leadership during media transformation; audit/controls expertise |
| AT&T Communications (Consumer) | SVP & CFO | 2018–2020 | Led large P&L; consumer segment financial stewardship |
| AT&T (various) | Finance leadership roles | Prior to 2018 | Progressive finance/operations roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| McAfee | Chief Financial & Operating Officer | 2022–present | Leads finance, strategy, M&A, IT, security, sales, customer service, procurement; oversees >$2B annual revenue |
| Other public company boards | — | — | No other public company directorships reported |
Board Governance
- Independence: Board determined all directors other than the CEO are independent as of Dec 31, 2024; Biry is independent. All committees are fully independent.
- Committee assignment: Audit Committee member; designated Audit Committee financial expert.
- Attendance and engagement: Board met 7 times in 2024 (plus four unanimous written consents); each current director attended all Board and committee meetings during 2024. Audit Committee met 10 times in 2024.
- Board structure and term: Class I director; director since 2024; term expires at the 2026 Annual Meeting.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (2024 program) | $35,000 | Standard for non-employee directors |
| Audit Committee member retainer (2024) | $15,000 | Standard member fee |
| Chair fees (if applicable) | N/A | Biry not a committee chair |
| Actual cash paid to Biry (2024) | $12,163 | Pro-rated for partial-year service |
Performance Compensation
| Equity Type | Grant Date | Grant Value (GAAP) | Vesting | Notes |
|---|---|---|---|---|
| RSU (Director annual grant, pro-rated) | May 15, 2024 | $136,367 | Vests in full on earlier of May 15, 2025 or 2025 Annual Meeting | 2024 annual equity component increased to $190,000; pro-ration applied for mid-year appointments |
| Clawback & trading restrictions | — | — | — | Company-wide executive clawback policy; equity plan includes reimbursement provisions; anti-hedging and anti-pledging apply to directors |
The director equity program is time-based (no performance metrics); the 2024 equity retainer was increased to $190,000, with pro-ration for directors appointed mid-year.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None for Biry |
| Compensation committee interlocks | Company reports no interlocking relationships among CLD Committee members and executive officers (no interlocks) |
Expertise & Qualifications
- Audit Committee financial expert; deep accounting/finance background (CPA).
- Enterprise software/tech operations experience; leadership across strategy, M&A, IT/security, sales, customer service, and procurement.
- Skills matrix: accounting, finance, cloud/software, risk management, international, M&A, leadership.
- Education: B.B.A., Texas Lutheran University; Certified Public Accountant.
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Jennifer Biry | 7,121 | <1% | Includes 7,121 shares from RSUs scheduled to vest within 60 days of record date (Mar 12, 2025); 47,796,522 shares outstanding at record date |
| Director stock ownership guideline | 5x annual retainer | — | Vested shares and unvested time-based RSUs count; new directors have 6 years to comply; as of Dec 31, 2024 all directors were in compliance |
| Hedging/pledging | Prohibited | — | Anti-hedging, anti-short, anti-pledging policies apply to directors |
Governance Assessment
- Positive indicators
- Independence, Audit Committee membership, and designation as an audit committee financial expert bolster oversight of financial reporting and risk (including cybersecurity) and support investor confidence. 100% attendance in 2024 demonstrates engagement.
- Compensation alignment: standard, market-based director program with majority equity (RSUs) and strong stock ownership guidelines (5x retainer), plus robust clawback and anti-hedging/pledging policies.
- No related-party transactions or Section 16 filing issues reported for 2024.
- Watch items
- Equity plan share increase and term extension proposed for 2025 (broader company matter); not a director-specific concern but relevant to dilution stewardship monitored by the Board.
- Bottom line: No evident conflicts, interlocks, or red flags tied to Biry. Her finance/operations profile and audit expertise, combined with strong attendance and alignment policies, are supportive of board effectiveness and investor confidence.