Leland Jourdan
PROS HoldingsAbout Leland Jourdan
Leland T. Jourdan, 66, has served as an independent director of PROS since June 1, 2021 and is a Class II director nominated for re-election at the 2024 annual meeting to serve until the 2027 Annual Meeting . He retired from Chevron in 2021 after 18+ years in senior management roles; he is a graduate of the U.S. Military Academy at West Point and served as a U.S. Army officer, achieving the rank of Captain . Jourdan brings international commercial/business development, M&A, risk management, and DEI leadership experience from a Fortune 10 company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chevron | Chief Diversity & Inclusion Officer | 2018–2021 | Led DEI strategy and programs |
| Chevron | Senior Management Sponsor | 2015–2018 | Senior sponsorship of initiatives |
| Chevron | VP, Commercial & Business Development, IndoAsia | Not disclosed; within 18-year tenure | Regional commercial/M&A leadership |
| Chevron | VP, Commercial & Business Development, Asia South | Not disclosed; within 18-year tenure | Regional commercial/M&A leadership |
| El Paso Energy | Management/BD/Trading/Engineering roles | Not disclosed | Energy sector operating experience |
| PG&E | Management/BD/Trading/Engineering roles | Not disclosed | Utility sector operating experience |
| Dominion Energy | Management/BD/Trading/Engineering roles | Not disclosed | Energy sector operating experience |
| U.S. Army | Commissioned Officer (Captain) | Prior to private sector | Leadership training, operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SilverBow Resources, Inc. (NYSE: SBOW) | Director | At March 1, 2024: 1 other public board ; ongoing | Board oversight at independent E&P; no PROS-related business disclosed |
| SEARCH Homeless Services (non-profit) | Director | Ongoing | Community engagement; DEI advocacy |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; Jourdan is an independent director (and was appointed as such in 2021) .
- Committee Assignments: Member, Compensation and Leadership Development (CLD) Committee; CLD members include Greg Petersen (Chair), Raja Hammoud, Leland Jourdan, and William Russell .
- Attendance: In 2023 the Board met six times; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2023 annual meeting .
- Tenure/Class: Director since 2021; Class II; current term expired in 2024 with nomination to serve until 2027 Annual Meeting .
- ESG Oversight: Meets with the Chief People Officer outside regular meetings to review ESG matters; NCG oversees ESG policies .
- Governance Structure: Independent Non-Executive Chairman (William Russell); all committees entirely independent; Audit Committee has three “financial experts” (not Jourdan) .
Fixed Compensation
| Component | Amount (2023) |
|---|---|
| Annual cash retainer | $35,000 |
| CLD Committee member retainer | $15,000 |
| Total cash fees earned (Jourdan) | $50,000 |
| Director RSU annual grant target (value) | $180,000; RSUs granted to all non-employee directors at/after 2023 Annual Meeting |
| Vesting (2023 director RSUs) | Vests in full on earlier of May 11, 2024 or 2024 Annual Meeting |
Director compensation program retained cash components and increased equity component to $180,000 in 2023; chair/member fee schedule: Audit (Chair $30k; Member $15k), CLD (Chair $20k; Member $15k), NCG (Chair $10k; Member $7.5k) .
Performance Compensation
| Grant Type | Grant Date | Units | Fair Value | Vesting | Source |
|---|---|---|---|---|---|
| Director RSUs (annual program) | May 11, 2023 | Not disclosed | $179,981 (Jourdan reported) | Full vest on earlier of May 11, 2024 or 2024 Annual Meeting | Proxy |
| RSU Award (Form 4) | 2024-05-15 | 6,125 | Not disclosed | Not disclosed | |
| RSU Award (Form 4) | 2025-05-08 | 11,262 | Not disclosed | Not disclosed |
Notes:
- Director equity awards are time-based RSUs; no performance metrics are disclosed for directors’ annual RSU grants .
- CLD Committee engages a third-party independent advisor (FW Cook) for executive pay; Jourdan is a CLD member overseeing NEO pay structures and succession planning .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Risk |
|---|---|---|
| SilverBow Resources (SBOW) | Director | No related-party transactions with PROS disclosed at appointment; Item 404(a) negative |
| Non-profit: SEARCH Homeless Services | Director | Non-profit; no PROS conflict disclosed |
Expertise & Qualifications
- International commercial and M&A leadership, risk management, and DEI expertise (Chevron) .
- Board skills matrix marks Jourdan for Business Operations, International, Leadership, M&A, Risk Management; one other public board as of March 1, 2024 .
- Public company governance experience; author and frequent public speaker .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (proxy) | 15,475 shares; includes 7,205 RSUs scheduled to vest within 60 days of Record Date; <1% outstanding |
| Stock ownership guidelines (directors) | 5x annual retainer; time-based RSUs count; all directors in compliance as of Dec 31, 2023 |
| Post-transaction holdings (Form 4, 2024-05-15 set) | 13,313 shares after 2,162-share sale at $31.03 on 2024-05-14; 15,475 after RSU conversion (aligned with proxy table) |
| Post-transaction holdings (Form 4, 2025 ops) | 10,953 after 2,360-share sale at $23.41 on 2025-03-05; 17,078 after 2025-05-08 RSU conversion; 14,947 after 2,131-share sale at $17.68 on 2025-05-12 |
Insider Transactions (selected recent)
| Date (Txn) | Type | Shares | Price | Post-Txn Ownership | Link |
|---|---|---|---|---|---|
| 2024-05-11 | RSU conversion (M) | 7,205 | $30.63 | 15,475 | |
| 2024-05-14 | Sale (S) | 2,162 | $31.03 | 13,313 | |
| 2024-05-15 | RSU award (A) | 6,125 | $0 | 6,125 (award units) | |
| 2025-03-05 | Sale (S) | 2,360 | $23.41 | 10,953 | |
| 2025-05-08 | RSU award (A) | 11,262 | $0 | 11,262 (award units) | |
| 2025-05-08 | RSU conversion (M) | 6,125 | $16.87 | 17,078 | |
| 2025-05-12 | Sale (S) | 2,131 | $17.68 | 14,947 |
Governance Assessment
- Committee effectiveness: Jourdan is an active member of the CLD Committee, which met five times in 2023 and used FW Cook as an independent advisor; focus areas included HCM, peer group updates, equity plan oversight, and succession planning—supportive of disciplined pay-for-performance oversight .
- Independence and oversight: He is independent, serves on an all-independent committee structure, and contributes to ESG oversight through direct engagement with the Chief People Officer—positive for investor confidence .
- Attendance/engagement: Board met six times in 2023, and all directors met the 75% attendance threshold; board processes include executive sessions—adequate engagement standards .
- Ownership alignment: Director stock ownership guidelines require 5x annual retainer, include time-based RSUs; all directors were in compliance as of Dec 31, 2023—alignment signal .
- Compensation mix: 2023 director compensation leaned toward equity (RSUs ~$180k vs $50k cash), consistent with long-term alignment; RSUs are time-based with standard vesting—no performance metrics or option repricing disclosed .
- Related-party/conflicts: At appointment, the company disclosed no Item 404(a) related-party transactions or arrangements; SilverBow board role does not present disclosed conflicts with PROS .
- RED FLAGS: None disclosed regarding pledging/hedging, option repricing, tax gross-ups, or related-party transactions; note periodic small open-market sales in 2024–2025, typical for liquidity/tax and not inherently problematic absent other factors .
Overall, Jourdan’s independent status, CLD oversight participation, DEI/operational background, and compliance with ownership guidelines support board effectiveness and investor alignment, with no disclosed conflicts or governance red flags in filings to date .