Katie May
PROS HoldingsAbout Katie May
Katie May (58) joined PROS’ Board in March 2025 as an independent Class I director, with her initial term expiring at the 2026 annual meeting; she brings more than two decades of C‑suite experience, including 14 years as an operating CEO across SaaS, digital commerce and marketplace businesses, and holds a BBA and MBA from the University of Texas at Austin . The Board determined all directors other than the CEO are independent under NYSE standards as of year-end 2024, and May was appointed as an independent director; she was not a director during 2024 . Her background includes scaling tech companies to successful exits (one IPO, two acquisitions) and service on multiple public and private boards, positioning her as a governance-savvy operator with growth expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ShippingEasy, Inc. | Chief Executive Officer | 2012–2020 | Scaled SaaS ecommerce to acquisition by Stamps.com; led to ~$60M ARR prior to sale (as described) |
| Kidspot.com.au Pty Ltd | Founder & Chief Executive Officer | 2005–2012 | Built leading digital parenting publisher in ANZ; acquired by News Corp in 2011 |
| SEEK Limited | Chief Marketing Officer | 1999–2005 | Helped take disruptive job marketplace from startup to IPO |
| Booz & Company | Management Consultant | Early career | Strategy and operations advisory experience |
| Philip Morris | Brand Manager | Early career | Consumer brand leadership experience |
| Public Accounting (firm not specified) | Accountant | Early career | Financial discipline foundation |
External Roles
| Organization | Role | Tenure | Committees/Positions |
|---|---|---|---|
| Nature’s Sunshine (NASDAQ: NATR) | Director | Current | Compensation and Governance committees |
| Rokt, Inc. (Private) | Director | Current | Board service (private technology company) |
| Vivi International (Private) | Director | Current | Board service (private technology company) |
| Onramp Funds (Private) | Director | Current | Board service (private technology company) |
| Pitney Bowes (NYSE: PBI) | Director | 2023–2024 | Chair of Governance; member of Executive Compensation and Long-term Planning committees |
| Thinkific Labs (TSX: THNC) | Director | 2021–2024 | Chair of Governance; member of Audit and Compensation committees |
| Stamps.com (formerly NASDAQ: STMP) | Director | 2019–2021 | Board service prior to acquisition |
Board Governance
- Current PROS committee assignments: none; Board composition table lists May as independent (no AC/CLD/NCG membership checked) .
- Independence: Board determined all directors except the CEO are independent as of Dec 31, 2024; May was appointed as an independent director in March 2025 .
- Attendance: In 2024 the Board met seven times and each incumbent director attended all Board and committee meetings; May was not a director in 2024 .
- Board leadership: PROS is led by an independent non-executive Chairman (William Russell), and all Board committees are fully independent .
- Accountability policies: Director resignation policy (requires tender if “withhold” votes exceed “for” votes), robust stock ownership guidelines, and anti-hedging/anti-pledging/anti-short sale policies, with clawback provisions applying to incentive compensation and equity awards .
- Shareholder votes (May 8, 2025): Directors elected; say‑on‑pay approved; plan share increase approved; PwC ratified (vote counts below) .
| 2025 Annual Meeting Outcomes | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect Catherine Lesjak (Class III) | 38,456,261 | 1,393,070 | — | 2,956,884 |
| Elect John Strosahl (Class III) | 37,112,308 | 2,737,023 | — | 2,956,884 |
| Elect Andres Reiner (Class I) | 38,363,593 | 1,485,738 | — | 2,956,884 |
| Say-on-Pay | 35,132,238 | 2,884,733 | 1,832,360 | 2,956,884 |
| 2017 Plan Amendments (+3,000,000 shares) | 25,026,867 | 14,290,935 | 531,529 | 2,956,884 |
| Ratify PwC (2025 auditor) | 39,789,458 | 703,855 | 2,312,902 | — |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Non-employee Director) | $35,000 | Paid quarterly in arrears |
| Non-executive Chairman supplemental retainer | $60,000 | Paid in cash |
| Audit Committee – Member | $15,000 | Supplemental cash retainer |
| Audit Committee – Chair | $30,000 | Supplemental cash retainer |
| CLD Committee – Member | $15,000 | Supplemental cash retainer |
| CLD Committee – Chair | $20,000 | Supplemental cash retainer |
| NCG Committee – Member | $7,500 | Supplemental cash retainer |
| NCG Committee – Chair | $10,000 | Supplemental cash retainer |
| Annual Director RSU grant (target value) | $190,000 | Granted to non-employee directors serving as of the 2024 annual meeting; vest on earlier of May 15, 2025 or 2025 annual meeting |
| Katie May compensation eligibility | Standard non-employee director program | Entitled to standard director compensation upon appointment (Mar 18, 2025) |
Performance Compensation
| Item | Disclosure |
|---|---|
| Director performance metrics (cash/equity) | None disclosed for directors; equity awards are time-based RSUs vesting on schedule (not performance-based) |
Other Directorships & Interlocks
- Compensation Committee interlocks: Company discloses no CLD committee interlocks or insider participation; May is not listed as a CLD member .
- Related-party/arrangements: Company reports no family relationships, no arrangements for May’s selection, and no transactions requiring Item 404(a) disclosure between May or her immediate family and PROS or its subsidiaries .
Expertise & Qualifications
- Growth/SaaS/eCommerce leadership: Experienced entrepreneur and CEO in SaaS and marketplaces; scaled firms to exits (IPO and acquisitions) .
- Board governance: Prior committee leadership (e.g., Governance Chair at Pitney Bowes and Thinkific; service on Audit/Compensation committees), and current committee roles at Nature’s Sunshine .
- International/marketing/operations: Cross-border operating experience; senior roles in marketing, operations, and strategy at SEEK, Booz & Company, and Philip Morris .
Equity Ownership
- Ownership guidelines: Directors must hold shares worth at least 5x annual retainer; new directors have six years to reach compliance; vested shares and unvested time-based RSUs count, performance-based equity does not .
- Hedging/pledging: Comprehensive anti-hedging, anti-pledging, and anti-short sale prohibitions apply to directors .
- Specific beneficial ownership for Katie May: Not disclosed in available filings (she joined in March 2025; the Security Ownership table covered as of Dec 31, 2024) .
Governance Assessment
- Board effectiveness: May adds relevant SaaS, ecommerce, and marketplace scaling expertise; current independence status and lack of related-party ties support investor confidence .
- Committee fit: No committee assignments yet; her prior Governance/Audit/Compensation committee experience suggests potential fit for NCG or CLD roles as Board refresh continues .
- Alignment: Director equity grants and stringent ownership/anti-hedging/pledging policies reinforce long-term alignment; no director-level performance metrics are used, reducing short-term risk-taking .
- Shareholder signals: 2024 say-on-pay had 98% support; 2025 say-on-pay passed with strong “for” votes, though the 2017 Plan share increase showed more mixed support, indicating dilution sensitivity; overall vote results suggest constructive but watchful investor sentiment .
- RED FLAGS: None identified in filings for May (no related party transactions, no family ties, no arrangements; strong independence protocols). Monitor future disclosures for committee assignments, ownership guideline progress, and any potential interlocks with PROS customers or partners given her commerce ecosystem network .