Nikki Brewer

About Nikki Brewer

Nikki Brewer is PROS’ Chief People Officer (CPO), promoted into the role as of early 2020 after joining PROS in 2017 to shape employer brand and total rewards; she has 15+ years in HR/Total Rewards and is a central leader for the company’s human capital strategy . The proxy lists her current age as 44 in 2025 (43 in 2024; 42 in 2023; 41 in 2022; 40 in 2021), and she is designated among PROS’ significant employees . As CPO, Brewer leads social investments and champions ESG performance and transparency with regular board engagement, indicating alignment with governance and sustainability oversight frameworks . Company performance context: PROS reported 48% subscription revenue growth in 2019, underscoring execution through culture and talent initiatives tied to Brewer’s remit; management highlighted record promotions and record-low employee attrition as a cloud company .

Past Roles

External Roles

• Not disclosed in company filings or investor materials reviewed. (No references found across DEF 14A, 10-K/10-Q, 8-Ks, earnings materials.)

Fixed Compensation

• Brewer’s individual base salary, target bonus %, and paid bonus are not disclosed; PROS’ proxies primarily detail NEOs (CEO/CFO) compensation .
• Company-wide practices emphasize pay-for-performance, independent benchmarking (FW Cook), and ownership guidelines for NEOs and directors .

Performance Compensation

• Brewer’s specific annual incentive metrics, weighting, targets, and payouts are not disclosed; company NEO incentive frameworks (context for broader leadership programs) are summarized below .

Note: Brewer’s award structures are not individually disclosed; tables reflect PROS NEO program design used as a proxy for incentive alignment across senior leadership .

Equity Ownership & Alignment

• Brewer’s beneficial ownership, pledged shares, and vested/unvested breakdown are not disclosed; CPO is not listed among NEO ownership tables in recent proxies .
• Governance alignment: PROS enforces anti-hedging, anti-short, and anti-pledging policies applicable to all employees; equity plan prohibits repricing of underwater options without shareholder approval .
• NEO/director stock ownership guidelines: CEO 6× salary; other NEOs 2× salary; directors 5× retainer; all NEOs and directors compliant as of the relevant reporting dates; guidelines count vested shares/time-based RSUs, exclude performance-based MSUs .

Employment Terms

• Brewer’s own employment agreement is not publicly filed; her authority is evidenced by signing executive employment agreements and amendments as CPO (e.g., CEO Cotten employment agreement; CFO Schulz amendment) .
• Company-level executive contract norms: double-trigger change-in-control provisions for NEOs; robust clawback policies for cash and equity incentives; no tax gross-ups indicated in transaction-related 8-K terms .
• Indemnification continuity provisions and advancement of expenses for directors/officers persist for six years post-transaction in the 2025 merger-related 8-K, strengthening retention confidence at the officer level .

Performance & Track Record

• Talent outcomes highlighted by management: record promotions and record-low employee attrition in 2019; promotion of Brewer to CPO emphasized as part of scaling leadership development and culture programs (Rice University partnership for over 200 leaders) .
• Company growth context: subscription revenue grew 48% in 2019; platform scale metrics (1.7 trillion transactions; 11 billion real-time price calculations; >1 million Smart CPQ quotes) underpin value creation narrative tied to people strategy enabling execution .

Board Governance Context and Shareholder Feedback

• Say-on-pay 2025 advisory vote: For 35,132,238; Against 2,884,733; Abstain 1,832,360; robust support indicates alignment of compensation design with shareholders .
• Compensation & Leadership Development Committee oversight (members listed in proxies across years) and use of FW Cook as independent consultant support disciplined pay design; CPO engages with board committees on ESG/human capital .

Brewer Snapshot: Age & Role Confirmation by Year

Compensation Structure Analysis (Company Context)

• Increased emphasis on performance-tied equity (MSUs) with 3-year relative TSR vs Russell 2000 and multi-year retention via time-based RSUs; signals long-duration alignment for senior leaders .
• Double-trigger CIC and clawbacks reduce misalignment risk; anti-hedging/pledging mitigate adverse trading signals; minimum one-year vesting on equity awards (with limited exceptions) .
• Peer benchmarking performed by FW Cook; 2023 peer group comprised of 17 companies selected by industry/market cap/revenue; design targets market range rather than a fixed percentile, reducing pay inflation risk .

Risk Indicators & Red Flags

• Anti-hedging and anti-pledging policies in place; no repricing of underwater options without shareholder approval; mitigates governance red flags .
• Transaction-related 8-K indicates no tax gross-up rights and continued indemnification protections; reduces potential shareholder-unfriendly practices .
• No Form 4 data for Brewer was found in the document catalog; Brewer-specific insider selling or pledging not disclosed in reviewed filings. (We searched proxies, 10-K/10-Q, 8-Ks; insider-trades retrieval was unavailable and the catalog showed no Form 4 documents for PRO.)

Compensation Peer Group (Company Context)

• FW Cook engaged as independent consultant; 2023 peer group of 17 companies (names not listed in cited chunks), selected by industry, market cap, and revenue, used for benchmarking NEO compensation .

Say-on-Pay & Shareholder Feedback (Company Context)

Investment Implications

• Alignment: Brewer’s leadership of ESG and human capital programs, combined with company-wide anti-hedging/pledging and clawbacks, supports governance quality and reduces adverse trading signal risks; her role and tenure underpin continuity of culture-driven execution .
• Retention risk: Notable—while Brewer’s individual pay/vesting terms aren’t disclosed, her signing authority on executive contracts and embedded board engagement suggests seniority and embeddedness; company’s use of multi-year RSUs/MSUs and indemnification continuity provisions for officers broadly support retention .
• Performance levers: Company incentives (revenue/FCF with EBITDA threshold; 3-year relative TSR MSUs) reward durable growth and stock performance, aligning leadership focus; Brewer’s remit over leadership development and attrition management is a strategic lever for sustaining ARR growth and execution quality .
• Monitoring: Absence of Brewer-specific insider Form 4s in the accessible catalog means no direct read on selling pressure/pledging; continue to track future 8-Ks and proxies for any changes in executive designations, employment terms, or ESG governance disclosures .