Scott Cook
PROS HoldingsAbout Scott Cook
Scott Cook is Senior Vice President and Chief Accounting Officer (principal accounting officer) at PROS, serving in this role since January 13, 2020 after more than 20 years as the company’s Controller . He was 57 years old immediately prior to PROS’ 2025 Annual Meeting per the 2025 proxy; previously listed as 56 (2024 proxy) and 55 (2023 proxy) . PROS’ pay-for-performance framework emphasizes cash incentives tied to total revenue and free cash flow with a minimum adjusted EBITDA threshold, and equity MSUs that vest based on relative TSR versus the Russell 2000, which provides context for executive compensation alignment at the company level . Company MSU outcomes show 2022 MSUs earned 0% of target, 2023 MSUs tracking at 3% of target, and 2024 MSUs tracking at 0% of target as of December 31, 2024, indicating low performance-based equity payouts across the period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PROS Holdings, Inc. | Controller | More than 20 years | — |
Performance Compensation
MSU Design (Company-Level)
| Year | MSU Thresholds | Relative TSR Required | Vesting Date |
|---|---|---|---|
| 2022 | Max 200%; Target 100%; Min 0% | +45% (Max), +5% (Target), −35% (Min) vs Russell 2000 | January 31, 2025 |
| 2023 | Max 200%; Target 100%; Min 0% | +45% (Max), +5% (Target), −35% (Min) vs Russell 2000 | January 31, 2026 |
| 2024 | Max 200%; Target 100%; Min 0% | +45% (Max), +5% (Target), −35% (Min) vs Russell 2000 | January 31, 2027 |
| Year | Actual/Tracking Result (as of 12/31/2024) | % of Target Earned |
|---|---|---|
| 2022 | Underperformance; earned at 0% of target | 0% |
| 2023 | Tracking at 3% of target | 3% |
| 2024 | Tracking at 0% of target | 0% |
Cash Incentive Metrics (Company-Level)
| Component | Metrics | Notes |
|---|---|---|
| Annual cash bonus | Total revenue; free cash flow | Minimum adjusted EBITDA threshold applies |
Equity Mix for NEOs (Context)
| Year | Target MSUs (Performance) | RSUs (Time-based) |
|---|---|---|
| 2022 | 50% (CEO); 40% (CFO) | 50% (CEO); 60% (CFO) |
| 2023 | 40% | 60% |
| 2024 | 40% | 60% |
RSUs typically vest 25% at the one-year anniversary and 6.25% quarterly thereafter over the next three years (four-year total) .
Equity Ownership & Alignment
| Topic | Policy/Status | Detail |
|---|---|---|
| Anti-hedging/pledging | Prohibited for all employees, officers, and non-employee directors | Short sales, puts/calls, hedging/monetization, margin accounts, and pledging are banned |
| Stock ownership guidelines | Apply to NEOs and directors (CEO 6x salary; other NEOs 2x; directors 5x retainer) | Vested shares and unvested time-based RSUs count; performance-based equity does not; all were in compliance as of Dec 31, 2023 |
| Clawback policy | Applies to “Affected Officers” under Exchange Act Rule 16a-1 (includes officers) | Recovery of erroneously awarded incentive compensation for 3 prior fiscal years after restatement; includes stock price/TSR-based awards |
| Section 16 filing note | One late Form 4 for Scott Cook (RSU vesting and tax withholding) filed July 11, 2023 due to inadvertent administrative oversight | Indicates RSU activity and administrative compliance remediation |
Employment Terms
| Trigger | Cash Severance | Bonus Treatment | Health Benefits | Equity Treatment | Post-termination Restrictions |
|---|---|---|---|---|---|
| Termination without cause or resignation for good reason | 75% of base salary | — | 9 months | — | Non-compete 9 months; non-solicit 12 months |
| Change of control (within 6 months prior to or any time after) and termination without cause or for good reason | 100% of base salary (lump sum) | Any unpaid bonus earned prior to termination | 12 months | Acceleration of vesting of awards that would have vested after termination | Non-compete 9 months; non-solicit 12 months |
Merger Award Treatment (Thoma Bravo transaction context)
| Award Type | Status at Effective Time | Treatment | Payment Timing |
|---|---|---|---|
| RSUs | Vested | Cancelled for cash equal to Merger Consideration per share | On or promptly after Closing via payroll/AP (subject to 409A timing) |
| RSUs | Unvested | Converted into cash replacement amounts equal to Merger Consideration per share; retain original vesting/settlement terms (subject to administrative changes) | Paid on applicable settlement/vesting dates; 409A-compliant timing |
| MSUs | Earned (Accelerated/Vested Earned Units) | Cancelled and converted to cash equal to Merger Consideration × earned shares | Paid on Closing (Accelerated Units) or on Settlement Date (Vested Earned Units); 409A timing applies |
| MSUs | Earned but Unvested | Converted into cash replacement amounts; retain vesting/settlement terms (administrative adjustments permitted) | Paid on applicable Settlement Date; 409A timing applies |
| MSUs | Not yet Earned | Automatically cancelled without consideration | — |
Company capitalization snapshot at Sept 19, 2025: 48,253,392 shares outstanding; 3,760,905 RSUs outstanding; MSUs subject to issuance of 765,073 (target) and 1,530,146 (max) shares; 68,378 shares reserved under ESPP; $79.947M 2027 notes and $235.0M 2030 notes outstanding with specified conversion rates .
Risk Indicators & Red Flags
| Item | Detail |
|---|---|
| Anti-hedging/pledging and short-sale prohibitions | Company-wide ban reduces misalignment and leverage risk |
| Clawback policy | Robust recovery framework for incentive pay tied to financial metrics, including stock price/TSR |
| Section 16 compliance | One late Form 4 for Scott Cook due to administrative oversight (RSU vesting/tax withholding); subsequently addressed |
| Related-party transactions | None above $120k involving executives since Jan 1, 2023, other than compensation and stated arrangements |
Investment Implications
- Change-of-control economics provide 100% base salary severance, unpaid bonus, 12 months health benefits, and acceleration of vesting for awards that would have vested after termination, reducing forfeiture risk of outstanding equity in a transaction scenario and potentially moderating retention risk through the close and immediate post-close period .
- Anti-hedging and anti-pledging policies for all employees (including officers) mitigate alignment and collateral risk, while a company-wide clawback policy covering stock price and TSR-based incentives strengthens downside governance protections for investors .
- Merger award treatment converts vested RSUs and earned MSUs to cash and preserves vesting schedules for unvested RSUs and earned MSUs as cash replacement amounts, while canceling unearned MSUs—pointing to scheduled cash payouts rather than future share sales pressure and eliminating contingent equity tied to underperformance .
- Company MSU performance outcomes (0% earned for 2022; 3% tracking for 2023; 0% tracking for 2024 as of 12/31/2024) suggest limited performance-based equity payouts, signaling conservative compensation realization when TSR underperforms—an alignment mechanism that reduces windfalls absent shareholder returns .
- A single late Section 16 filing for Scott Cook tied to RSU vesting/tax withholding appears administrative; ongoing indemnification agreements and employment arrangements are standard, with no related-party transaction red flags disclosed, supporting governance stability .