Sunil John

About Sunil John

Sunil John is Chief Product Officer at PROS, responsible for strategic direction of the PROS Platform across B2B and Travel, overseeing Product Management, Data Science, and UX; he joined PROS in 2005 and holds a B.S. in Biomedical Engineering (Electrical concentration) from Johns Hopkins University . He is listed among PROS’ senior leadership, age 51 as of the 2025 proxy, and not a named executive officer (NEO) . Company performance context during the latest periods shows steady revenue growth and margin expansion (see table below) .

Company performance (recent quarters)

Past Roles

External Roles

• No public company directorships disclosed on PROS’ leadership pages for Sunil John .

Fixed Compensation

• Not disclosed. Sunil John is not a NEO, and the proxy provides detailed cash compensation for NEOs only .

Performance Compensation

• Company executive incentive framework (for NEOs in 2024) used revenue and free cash flow growth metrics with an adjusted EBITDA threshold; performance-based equity (market stock units, MSUs) vests based on three‑year TSR relative to the Russell 2000 Index .

Note: Sunil John’s specific bonus targets, payouts, and grant sizes are not disclosed; table reflects PROS’ disclosed executive program design .

Equity Ownership & Alignment

• Beneficial ownership: Not disclosed for Sunil John (proxy tables cover NEOs and directors; he is not listed) .
• Hedging/pledging: PROS prohibits short sales, hedging, derivative speculation, and pledging/margin use for all employees and officers via Insider Trading Policy—reducing pledging risk and hedged positions misalignment .
• Stock ownership guidelines: Apply to NEOs and directors (CEO 6x salary; other NEOs 2x; directors 5x retainer); as of year-end 2024, all NEOs and directors were in compliance . Guidelines are not stated as applying to non‑NEO executives.
• Options: PROS currently does not grant new stock options; the 2017 Plan prohibits repricing/repurchase/exchange of underwater options without shareholder approval .
• Typical vesting schedules used at PROS (context from NEO awards):
  • 2022/2023/2024 RSUs: 25% at first anniversary, then 6.25% quarterly .
  • MSUs: 3-year TSR performance vs Russell 2000; settlement dates disclosed for 2023/2024 award cohorts .

Employment Terms

• Employment agreements: PROS states it has employment agreements with executive officers covering salary, severance, and change‑in‑control terms (general disclosure) . Sunil John’s specific agreement is not filed.
• Plan-level change‑in‑control: The 2017 Equity Incentive Plan permits assumption/substitution or accelerations per Committee discretion; unassumed awards generally vest/settle immediately prior to consummation .
• Executive change‑in‑control construct (company practice): PROS highlights “double trigger” change‑in‑control provisions for NEOs (severance/acceleration upon qualifying termination post‑CIC) .
• Non‑compete/non‑solicit (illustrative from CEO agreement): 12‑month post‑termination non‑compete and non‑solicit; severance/change‑in‑control economics detailed for CEO Cotten (Sunil’s terms not disclosed) .

Performance & Track Record

• Product leadership: Sunil has publicly articulated PROS’ agentic AI roadmap; “PROS AI Agents uniquely combine language models with numerical models… bringing generative and predictive AI together…”—underscoring his focus on applied AI for commerce .
• Company operating momentum (context):
  • TTM revenue $336.0mm, TTM adjusted EBITDA $34.1mm, TTM FCF $32.2mm as of Q1 2025 .
  • Quarterly subscription revenue grew from $65.6mm (Q2’24) to $70.8mm (Q1’25) .
  • Non‑GAAP total gross margin reached ~69–70% by Q1’25 TTM; subscription gross margin ~81% .

Board Governance (Committee context)

• Compensation & Leadership Development Committee members: Greg B. Petersen (Chair), Leland Jourdan, William Russell .

Compensation Structure Analysis

• Shift to equity mix emphasizing RSUs/MSUs vs options reduces option‑related risk; repricing of options prohibited without shareholder approval .
• Performance linkage via MSUs to relative TSR aligns payouts with shareholder outcomes over three years .
• Cash incentive metrics grounded in revenue and free cash flow with EBITDA threshold (for NEOs), reinforcing growth and cash discipline .
• Minimum equity vesting of at least one year supports retention; frequent quarterly vesting thereafter provides ongoing retention hooks .

Related Party Transactions and Risk Indicators

• No related party transactions above $120,000 disclosed since Jan 1, 2024 beyond standard indemnification/employment arrangements .
• Anti‑hedging/anti‑pledging policies reduce alignment red flags .
• Section 16 filings were timely for 2024 (for directors/NEOs) .

Equity Plan Mechanics (reference)

Investment Implications

• Alignment: Company’s anti‑hedging/anti‑pledging and TSR‑based MSUs are positive alignment signals; absence of options and prohibition on repricing curbs shareholder‑unfriendly actions .
• Transparency: As a non‑NEO, Sunil John’s individual salary, bonus, grant sizes, and ownership are not disclosed—limiting precision in pay‑for‑performance and “skin‑in‑the‑game” analysis .
• Retention: Multi‑year RSU/MSU vesting and minimum one‑year vesting support retention; upcoming change‑in‑control (Thoma Bravo) may broadly impact executive retention/acceleration even if individual agreements are not public .
• Trading signals: Lack of Form 4 data here prevents assessment of insider selling/accumulation trends for Sunil; note company policy restricts hedging/pledging . Attempt to fetch insider trade data via the insider‑trades skill returned an authorization error; consider monitoring filings directly for future updates.

Data gaps: We attempted to retrieve Sunil John’s Form 4 activity using the insider‑trades skill, but the API returned 401 Unauthorized. As he is not a NEO/director, proxy tables omit his ownership and compensation specifics . The analysis above relies on company‑wide frameworks and disclosed executive program design.