John Strosahl
PROS HoldingsAbout John Strosahl
John R. Strosahl, 59, is an independent director of PROS Holdings, Inc., appointed on December 2, 2024 and nominated as a Class III director for a term to 2028 if elected. He is CEO of Jamf, with 20+ years in global general management and business development; prior roles include leading eBay’s B2C North America and ten years at Digital River as EVP/GM Commerce and SVP/GM Europe. He holds a master’s degree from the University of Illinois; the Board classifies him as independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Digital River | EVP & GM, Commerce Business Unit; SVP & GM, Europe | 10 years | Scale and international expansion leadership in commerce |
| eBay | Led B2C business in North America | Not disclosed | Drove revenue and growth initiatives |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jamf | CEO; Director (other public company board) | Joined 2015; CEO at time of appointment/proxy | Market leader in managing/securing Apple devices |
Board Governance
- Independence: All directors except the CEO were independent as of Dec 31, 2024; Strosahl joined as an independent director per appointment 8‑K.
- Committee assignments: None as of the proxy’s composition table (not listed on Audit, CLD, or NCG).
- Tenure/class: Director since 2024; nominated as Class III to serve until 2028 if elected.
- Attendance: Board met seven times in 2024; each current director who served during 2024 attended all Board and committee meetings on which they served; all incumbent directors attended the 2024 annual meeting.
- Engagement: Regular executive sessions of independent directors and annual Board/committee/individual director evaluations; NCG oversees refreshment and added Strosahl in 2024.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Non‑employee Director) | $35,000 | Paid quarterly in arrears |
| Committee member fees | Audit: $15,000; CLD: $15,000; NCG: $7,500 | Per committee, per year |
| Committee chair fees | Audit: $30,000; CLD: $20,000; NCG: $10,000 | Per chair, per year |
| Non‑executive Chairman supplemental retainer | $60,000 | Role-specific |
| John Strosahl — Fees earned (2024) | $2,888 | Pro‑rated for partial year service (appointed Dec 2, 2024) |
Performance Compensation
| Equity Element | Grant-Date Value ($) | Vesting Terms | Notes |
|---|---|---|---|
| Annual RSU for full-year directors | $190,000 | Vests in full on earlier of May 15, 2025 or 2025 Annual Meeting | Program level |
| John Strosahl — RSUs (2024) | $85,869 | Pro‑rated; vests in full on earlier of May 15, 2025 or 2025 Annual Meeting | Grant date fair value per GAAP |
| Award limit policy | $600,000 | Aggregate grant-date fair value of director awards per calendar year inclusive of cash | 2017 Plan limit |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| Jamf | Director; CEO | Not disclosed | None disclosed at PRO; CEO-board service guideline allows CEOs to serve on ≤2 other public boards (he serves on one) |
Expertise & Qualifications
- Public company governance, leadership, business operations, cloud software, M&A, sales & marketing, tech industry; international experience.
- CEO of a publicly traded SaaS company; experience in software operations and go-to-market.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned | 3,614 | As of record date (Mar 12, 2025) |
| % of shares outstanding | <1% | Shares outstanding: 47,796,522; table indicates “*” less than 1% |
| Director ownership guideline | 5× annual cash retainer | New directors expected to meet within six years |
| Compliance status | Company states all directors were in compliance as of Dec 31, 2024 | Includes unvested time-based RSUs in calculation; performance-based equity excluded |
| Hedging/pledging | Prohibited (short sales, derivatives, hedging, margin/pledge) | Insider Trading Policy applies to directors |
| Pledged shares | None disclosed | — |
Governance Assessment
- Alignment signals: Independent status; high attendance culture; anti-hedging/pledging and clawback policies; robust ownership guidelines with stated compliance. These reduce agency risk and support investor confidence.
- Compensation structure: Modest cash retainer with equity RSUs (time-based) and strict annual award limits; no director meeting fees; program overseen by the CLD Committee. Equity is not performance-based for directors, limiting pay-for-performance linkage but consistent with market practice.
- Conflicts/related parties: 8‑K states no Item 404(a) related-party transactions; proxy discloses no related-party transactions since Jan 1, 2024 other than compensation; standard indemnification agreement entered.
- Overboarding: Board guideline limits CEO-directors to ≤2 other public boards; Strosahl serves on Jamf and PRO (one other), within limits.
- Shareholder sentiment: Prior say-on-pay vote approved at 98% in 2024, indicating broad support for compensation governance; the Board continues outreach.
RED FLAGS: None disclosed regarding related-party transactions, pledging/hedging, attendance, or award repricing. Note that Strosahl currently holds no committee roles, which may limit direct committee-level oversight contributions.