David Rowe

About David Rowe

David Rowe is RMNI’s Executive Vice President and Chief Marketing Officer (transitioned May 19, 2025 from CPO/CMO & EVP Global Transformation) with 19 years at the company (joined September 2006). He is 59 and holds a B.S. in Engineering from Harvey Mudd College, with prior roles at Accenture and PeopleSoft in product strategy and consulting . RMNI’s 2024 performance used to determine Rowe’s PSU payouts included total revenue of $428.8M and Adjusted EBITDA of $53.1M (vs targets), resulting in 28% combined PSU achievement; gross margin was 60.9% and operating loss $32.1M .

Past Roles

External Roles

Fixed Compensation

Notes:

• RMNI’s annual cash bonus program pays quarterly with a Company Performance Factor (financial and client satisfaction metrics) and an Individual Performance Factor; 25% of Q1–Q3 bonuses deferred to year-end for retention .

Performance Compensation

Incentive Structure and Outcomes

2024 Grants to David Rowe (with fair values and terms)

Annual Bonus Mechanics (2024)

• Financial Metric: total client invoicing vs plan (80% weight) and aggregate expenses vs plan (20% weight) .
• Client Satisfaction Metric: case resolution (90%) and onboarding (10%), average ratings vs plan .
• 2025 update: replaces total invoicing with net new invoicing; adds Adjusted EBITDA and cash collections; retains expenses and client satisfaction metrics; adjusted weights to better align to growth/profitability .

Equity Ownership & Alignment

Beneficial Ownership (as of record date April 15, 2025)

Outstanding Equity at FY2024 (selected line items)

Unvested RSUs/PSUs at FY2024 and Market Values

Insider Trading Activity and Selling Pressure

• On Sep 22, 2025, RSUs vested (13,333 shares from the 40,000 RSU grant on 9/20/2024), and an automatic sell-to-cover disposed of 4,868 shares at $4.6481; post-transaction beneficial ownership reported at 432,957 shares (transaction code “M” for vest, “S” for tax-related sale; sale not initiated by Rowe) .
• RMNI prohibits hedging and pledging by directors and executive officers under its Insider Trading Policy .

Employment Terms

• Contract status: RMNI maintains no written employment agreements for executive officers other than the CEO; Rowe’s compensation and equity follow plan documents and Compensation Committee approvals .
• Change-in-control and severance economics:
  • 2013 Equity Plan provides full acceleration of outstanding awards if a successor does not assume/replace awards in a change-in-control; estimated accelerated value for Rowe would be $782,707 based on 12/31/2024 stock price $2.67 (under a Qualifying Change-in-Control Event) .
  • PSUs for executives (including Rowe) feature double-trigger acceleration (termination without cause or resignation for good reason within 24 months post-change-in-control): Target PSUs vest if termination occurs before the performance period; Earned PSUs vest if after .
• Clawback: Executive Officer Incentive Compensation Recovery Policy (effective Oct 31, 2023) mandates recovery of incentive compensation upon an accounting restatement due to material noncompliance .
• Insider trading policy: Prohibits trading while in possession of MNPI and bans hedging/pledging; option grant timing safeguards around filings implemented July 2023 .

Compensation Structure Analysis

• Pay mix emphasizes performance: For 2024, average variable “at-risk” pay for non-PEO NEOs was ~70.4%, aligning compensation with stockholder outcomes .
• 2024 bonus design: Balanced Financial/Client metrics with quarterly payments and retention deferral; 2025 revision adds growth/profitability alignment via net new invoicing, Adjusted EBITDA, cash collections with reweighted metrics .
• Equity emphasis: 2024 LTI included PSUs tied to revenue and Adjusted EBITDA with 28% combined payout (Earned PSUs 13,062 for Rowe), reinforcing pay-for-performance; time-based RSUs and options support retention .
• Say-on-pay support: 93.8% approval at the 2024 annual meeting indicates strong shareholder acceptance of executive pay program .

Performance & Track Record

• 2024 operating performance: Revenue $428.8M, gross margin 60.9%, operating loss $32.1M; Adjusted EBITDA $53.1M missed threshold, resulting in 0% payout on EBITDA PSU metric; revenue metric achieved ~56.4% payout; combined PSU payout at 28% for NEOs .
• Role scope shift: In May 2025, product management moved under the COO, and Rowe transitioned to EVP & CMO; scope refinement may concentrate incentives on marketing execution rather than product leadership .

Investment Implications

• Alignment and retention: Rowe’s 2024 package features significant performance-linked equity; PSU underperformance (0% EBITDA; 28% combined) tempers realized value, while multiple time-based RSUs/options across 2024 create a robust retention runway (3-year vesting) .
• Selling pressure risk appears limited: Recent Form 4 activity reflects automatic sell-to-cover transactions rather than discretionary selling—typically a neutral signal regarding future performance expectations .
• Change-in-control economics: Double-trigger PSU acceleration and plan-level full acceleration if awards aren’t assumed could elevate realized equity value in a transaction; absence of a personal severance agreement (cash) for Rowe reduces payout inflation risk vs the CEO .
• Governance safeguards: Strong say-on-pay support (93.8%), clawback policy, and hedging/pledging prohibitions protect shareholder alignment and mitigate adverse incentive behaviors .