William Russell

About William Russell

William “Bill” Russell, 73, is PROS’ independent Non-Executive Chairman of the Board and Chair of the Nominating & Corporate Governance (NCG) Committee; he also serves on the Compensation & Leadership Development (CLD) Committee. He has served on the PROS Board since 2008 and is currently a Class II director with a term expiring in 2027; he attended all Board and relevant committee meetings in 2024. Russell holds a B.S. in Computer Science from Edinburgh University and has completed executive programs at Harvard Business School and INSEAD, and previously spent more than 20 years at Hewlett-Packard, including as VP/GM of the Enterprise Systems Group .

Past Roles

External Roles

Board Governance

• Roles and independence: Independent Non-Executive Chairman; Chair of NCG Committee; Member of CLD Committee; Board preference is to be led by an independent chair; all directors except the CEO are independent as of Dec 31, 2024 .
• Tenure and classification: Director since 2008; Class II; current term expires 2027 .
• Attendance and engagement: Board met seven times in 2024; all directors attended all Board and committee meetings; all incumbent directors attended the 2024 stockholders’ meeting .
• Executive sessions: Executive sessions of independent directors are held during each in-person Board meeting; the non-executive chairman leads these sessions and acts as liaison with the CEO .
• Evaluation and refresh: Annual performance evaluations overseen by the NCG Committee and led by the non-executive chairman; Board added two directors in 2024 and one in 2025 following skills review .
• Independence determination: All committees (Audit, CLD, NCG) comprise only independent directors .

Fixed Compensation

Non-employee director cash and committee fees for 2024: Audit (Member $15,000 / Chair $30,000), CLD (Member $15,000 / Chair $20,000), NCG (Member $7,500 / Chair $10,000). Non-executive chairman supplemental cash retainer: $60,000 .

Performance Compensation

Plan guardrails affecting director equity:

• Non-employee Director award limit: cash plus grant-date fair value of awards cannot exceed $600,000 per calendar year .
• Prohibition on option/SAR repricing without stockholder approval .
• Minimum vesting: generally ≥1 year; non-employee director awards can vest on earlier of one-year anniversary or next annual meeting ≥50 weeks after prior meeting; up to 5% of plan shares may vest earlier .
• 2017 Plan amendments (2025 supplemental proxy): increased share reserve by 3,000,000 and extended plan term to May 8, 2035; removed per-employee caps tied to defunct Section 162(m) requirements .

Clawbacks and policies:

• Equity plan contains clawback provisions covering all equity awards; the Company maintains anti-hedging, anti-short, and anti-pledging policies applicable to all employees (and directors via plan participation) .

Other Directorships & Interlocks

• Prior boards: SABA Software (2010–2015), webMethods, Cognos .
• Related-party transactions: None above $120,000 since Jan 1, 2024; Audit Committee oversees any potential related-party transactions under formal procedures .

Expertise & Qualifications

• Large-scale software operations and governance: Leadership across sales, marketing, development, finance, strategic planning, and corporate governance from HP and public boards .
• Skills matrix coverage: Business operations, cloud software, leadership, M&A, public company/governance, risk management, tech industry .
• Financial literate Board composition: All committees composed of independent directors; Audit Committee members are financially literate, several designated financial experts (context) .

Equity Ownership

Ownership alignment and guidelines:

• Director stock ownership guideline: 5x annual cash retainer; new directors have 6 years to comply; as of Dec 31, 2024, each director (including Russell) was in compliance .
• Anti-pledging/hedging: Company policy prohibits pledging and hedging; no pledging by Russell disclosed .

Governance Assessment

• Board effectiveness: Russell provides independent leadership as non-executive chair, leads executive sessions, and oversees annual Board/committee evaluations, supporting robust governance and oversight .
• Independence and attendance: Independent status, full attendance in 2024, and committee leadership (NCG Chair; CLD member) indicate strong engagement and accountability .
• Compensation alignment: Director pay is balanced—modest cash retainer plus time-based RSUs; RSU vesting aligns with annual service and stockholder meeting cadence; non-employee director award cap ($600k) and minimum vesting mitigate pay inflation and short-termism .
• Ownership alignment: Russell’s beneficial ownership and compliance with 5x retainer guideline, alongside anti-pledging policy, support shareholder alignment .
• Conflicts/related-party risk: No related-party transactions involving directors above $120k; Audit Committee procedures and Code of Ethics discourage conflicts; standard indemnification agreements in place .
• Dilution signal: 2017 Plan amendments increased share reserve and extended term; Board states intent to manage dilution and notes removal of legacy 162(m) limits; investors should monitor equity burn and director award limit compliance .

Director Compensation (Russell) – 2024 Summary

Committee Assignments

Signals and Red Flags

• RED FLAG watch: Plan reserve increase and removal of historical per-employee award limits warrant monitoring for dilution, though director-specific cap of $600k remains in effect and minimum vesting/anti-repricing provisions are strong safeguards .
• Positive signals: Independent chair structure; full attendance; strong stock ownership guidelines and compliance; clawbacks, anti-hedging/pledging; no related-party transactions reported .