Raja Hammoud
PROS HoldingsAbout Raja Hammoud
Raja Hammoud (age 52) is an independent director of PROS Holdings and a private investor/retired technology executive. She previously served as Executive Vice President of Products at Coupa Software (2019–2023), after earlier senior product roles at Coupa (2014–2019), with prior leadership at Adobe (business process management product marketing) and webMethods (product development management). She holds a B.S. in Computer Science with high distinction from the American University of Beirut and has served on PROS’ board since 2020, where she is a member of the Compensation & Leadership Development (CLD) Committee; she has no other public company boards listed by PROS.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coupa Software | Executive Vice President, Products | 2019–2023 | Led product portfolio strategy for a scaled SaaS platform |
| Coupa Software | SVP, Products | 2017–2019 | Oversight of product roadmaps and commercialization |
| Coupa Software | VP, Product Marketing & Management | 2014–2017 | Product marketing leadership |
| Adobe | Directed product marketing for BPM business | Prior to Coupa | Enterprise software go-to-market leadership |
| webMethods | Product development management role | Prior to Adobe | Product development leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | PROS lists no current other public company boards for Hammoud |
Board Governance
- Independence: The Board determined all directors other than the CEO (Reiner) are independent under NYSE standards; Hammoud is listed as independent.
- Committee assignments: Member, Compensation & Leadership Development (CLD) Committee; not a chair.
- Committee remit (CLD): Oversees executive and director compensation, performance goals, equity plan administration, use of independent consultant, leadership development, and executive succession (with NCG).
- Attendance: In 2022, each current director attended at least 75% of Board and committee meetings; all incumbent directors attended the 2022 annual meeting.
- Election support: In 2024, stockholders re-elected Hammoud as a Class II director with 41,089,181 “For” vs 875,686 “Withheld” votes (2,303,623 broker non-votes).
Current Committee Matrix (excerpt)
| Director | Audit | CLD | NCG | Independent | Director Since | Other Public Company Boards |
|---|---|---|---|---|---|---|
| Raja Hammoud | — | Member | — | Yes | 2020 | — |
Fixed Compensation
| Metric | 2021 | 2022 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $50,000 | $50,000 |
| Restricted Stock Units ($) | $164,989 (grant-date FV) | $164,982 (grant-date FV) |
| Total ($) | $214,989 | $214,982 |
- Director compensation structure (illustrative 2021 schedule): Annual cash retainer $35,000; CLD Committee member fee $15,000; CLD Chair $20,000; Audit Chair $30,000; NCG member $7,500; annual RSU grant target $165,000 (vesting at next Annual Meeting).
- Structure aligns with 2022 cash fees for Hammoud ($35k retainer + $15k CLD membership = $50k).
Performance Compensation
| Award Type | Grant Date | Grant-Date Fair Value | Vesting Terms | Shares/Notes |
|---|---|---|---|---|
| Director RSUs | May 12, 2021 | $164,989 | Vest in full on earlier of 2022 Annual Meeting or May 12, 2022 | Fair value per share $37.60; time-based only |
| Director RSUs | May 12, 2022 | $164,982 | Vest in full on earlier of 2023 Annual Meeting or May 12, 2023 | Time-based only; no performance condition |
- No option awards were listed in 2021–2022 director compensation tables for non-employee directors, including Hammoud.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Overlap/Conflict Notes |
|---|---|---|---|
| — | — | — | PROS lists no other public company boards for Hammoud; no interlocks disclosed. |
Expertise & Qualifications
- Skills matrix indicates strengths in Business Operations, Cloud Software, International, Leadership, M&A, Software Product Development, and broader Tech Industry exposure.
- Education: B.S. in Computer Science with high distinction, American University of Beirut.
Equity Ownership
| As of Proxy | Beneficially Owned Shares | Percent of Outstanding | RSUs included in count (scheduled to vest near record date) |
|---|---|---|---|
| 2022 proxy (Record date near Mar 2022) | 7,816 | * (less than 1%) | Includes 4,388 RSUs scheduled to vest on May 11, 2022 |
| 2023 proxy (Record date near Mar 2023) | 14,625 | * (less than 1%) | Includes 6,809 RSUs scheduled to vest on the earlier of the Annual Meeting or May 12, 2023 |
| 2024 proxy (Record date near Mar 2024) | 21,830 | * (less than 1%) | Includes 7,205 RSUs scheduled to vest within 60 days of the Record Date |
Ownership alignment policies:
- Stock ownership guidelines require each non-employee director to hold PROS stock worth at least 5x the annual cash retainer; new directors have six years to comply, and as of Dec 31, 2023, all directors were in compliance.
- Anti-hedging and anti-pledging policies prohibit hedging, short sales, and pledging PROS securities by directors.
Governance Assessment
- Strengths
- Independent director with no other public company boards at PROS (reduces interlock risk) .
- CLD Committee member, engaged in executive pay oversight, equity plan administration, leadership development, and succession planning; committee uses an independent consultant (FW Cook) .
- Strong shareholder support in 2024 re-election (41.1M For vs 0.88M Withheld) .
- Director ownership guidelines (5x retainer) with company-reported compliance; robust anti-hedging/anti-pledging policy supports alignment .
- No related-party transactions involving Hammoud disclosed in 2022–2023 proxies; Audit Committee oversees related-party processes .
- Board reported at least 75% attendance for all directors in 2022; all incumbents attended the 2022 annual meeting .
- Watch items
- Director equity awards are time-based RSUs (no performance conditions), which is common for directors but reduces explicit performance linkage versus PSUs. However, PROS mitigates with meaningful ownership guidelines and anti-hedging/pledging policies .
RED FLAGS: None identified in Company disclosures specific to Hammoud (no related-party transactions, no pledging, no attendance shortfall disclosed). Continue to monitor future proxies for any changes in committee roles, ownership compliance, or related-party disclosures.