Tim Williams
PROS HoldingsAbout Tim Williams
Timothy V. Williams, 76, is an independent director at PRO and an SEC-defined Audit Committee financial expert; he has served on PRO’s board since 2007 (Class I), with his current term expiring in 2026. He is a private investor and retired chief financial officer, previously CFO of Blackbaud, Inc. (2001–2011) and EVP/CFO of Mynd Corporation and Holiday Inn Worldwide; he holds a B.A. in Business from the University of Northern Iowa .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blackbaud, Inc. | Senior Vice President & Chief Financial Officer | 2001–2011 | Led public company finance and reporting; brings accounting, risk management, and software company management expertise . |
| Mynd Corporation (subsidiary of CSC) | Executive Vice President & Chief Financial Officer | Not disclosed | Public company reporting and finance leadership . |
| Holiday Inn Worldwide (subsidiary of Bass PLC) | Executive Vice President & Chief Financial Officer | Not disclosed | Financial leadership at global hospitality subsidiary . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ChannelAdvisor Corporation (NYSE: ECOM) | Director; Audit Committee Chair | 2012–2022 | Chaired Audit; governance and oversight experience . |
| Halogen Software, Inc. (TSE: HGN) | Director; Audit Committee Chair | 2011–2017 | Chaired Audit; governance and oversight experience . |
| Other current public company boards | — | — | None listed for Williams as of Mar 28, 2025 . |
Board Governance
- Independence: The Board determined all directors other than the CEO (Mr. Reiner) are independent under NYSE and federal securities laws; Williams is independent .
- Committee assignments: Audit Committee member; Nominating & Corporate Governance (NCG) Committee member; not a chair .
- Audit expertise: Designated as an “Audit Committee financial expert” under SEC rules .
- Attendance: In 2024, the Board met 7 times and acted by unanimous written consent 4 times; each current director attended all Board and applicable committee meetings in 2024 (100% attendance) .
- Governance structure: Independent non-executive chairman; all Board committees comprised entirely of independent directors .
| Governance Metric | Status/Detail |
|---|---|
| Director since | 2007 (Class I); current term expires 2026 . |
| Independence | Independent director . |
| Committees | Audit (member); NCG (member) . |
| Attendance (2024) | 100% of Board and committee meetings attended . |
| Audit Expert | Audit Committee financial expert (SEC definition) . |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $35,000 | Standard for non-employee directors . |
| Audit Committee member fee | $15,000 | Member; chair would be $30,000 . |
| NCG Committee member fee | $7,500 | Member; chair would be $10,000 . |
| Committee chair fees | $0 | Williams is not a chair . |
| Meeting fees | $0 | Not part of program; reasonable expenses reimbursed . |
| Total cash (reported) | $57,500 | Director Compensation Table, 2024 . |
Performance Compensation
| Equity Award | Grant Value ($) | Type | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSU (annual director grant, 2024) | $189,998 | Time-based RSU | Vests in full on earlier of May 15, 2025 or 2025 Annual Meeting | None disclosed for directors; director equity is time-based . |
- Program details: Equity component increased from $180,000 to $190,000 for 2024; cash retainers unchanged .
- Award limits and vesting guardrails: Aggregate annual value of awards + cash for any non-employee director capped at $600,000; minimum one-year vesting for non-cash awards with limited exceptions for awards that vest on the next annual meeting ≥50 weeks after the prior meeting .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None for Williams as of Mar 28, 2025 . |
| Prior public company boards | ChannelAdvisor (Audit Chair, 2012–2022); Halogen Software (Audit Chair, 2011–2017) . |
| Interlocks/conflicts | None disclosed; Board committees are fully independent . |
Expertise & Qualifications
- Financial leadership: Former CFO at multiple companies, including Blackbaud; extensive accounting and risk management expertise .
- Audit Committee financial expert designation: SEC-defined .
- Skills matrix: Accounting, Finance, Business Operations, M&A, Risk Management, Tech Industry, Cloud Software, Public Company/Governance .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Timothy V. Williams | 130,179 | <1% | Includes 6,125 RSUs scheduled to vest within 60 days of the record date; outstanding shares 47,796,522 . |
- Ownership guidelines: Non-employee directors must hold at least 5× annual cash retainer; new directors have 6 years to comply; as of Dec 31, 2024, all directors were in compliance .
- Hedging/pledging: Company maintains anti-hedging, anti-short, and anti-pledging policies applicable to all employees; stock plan clawback applies to all equity awards .
Governance Assessment
- Positive signals:
- Strong independence and oversight: Independent director; Audit and NCG committee memberships; Audit Committee financial expert designation .
- Robust attendance: 100% in 2024 across Board and committee meetings .
- Alignment in director pay: Equity-heavy compensation with increased RSU grant; unchanged cash retainers; award cap and minimum vesting requirements constrain pay inflation and promote long-term alignment .
- Ownership alignment: Meets robust 5× retainer stock ownership guideline; no pledging disclosed .
- Risk oversight breadth: Audit Committee remit includes cybersecurity resilience, related-party transaction oversight, compliance and ethics .
- Potential conflicts and red flags:
- Related-party transactions: None requiring Item 404 disclosure since Jan 1, 2023 (company statement) .
- Insider trading patterns: Filed Form 4 on May 12, 2025 (SEC index link); aggregator indicates recent scheduled option-related sales in May 2024 (~3.24K shares at ~$30.83) — consistent with routine liquidity/scheduling, not indicative of unusual activity .
- No disclosed hedging or pledging; anti-hedging/anti-pledging policies in force .
- No meeting fees or perquisites beyond reimbursement; director compensation appears standard within peer practice .
Overall, Williams presents as a financially sophisticated, independent director with deep CFO experience and audit expertise, strong meeting attendance, and structured, equity-oriented compensation aligned with long-term shareholder interests; filings indicate no material conflicts or related-party exposures .