Michael Perica
Rimini StreetAbout Michael Perica
Michael L. Perica, age 53, has served as Executive Vice President and Chief Financial Officer (CFO) of Rimini Street since October 2020. He holds a BBA in Accounting from Central Michigan University and an MBA from the University of Southern California (Marshall) . Company performance context during his tenure: 2024 revenue was $428.8 million (down ~1% YoY) with Adjusted EBITDA of $53.1 million, and stockholder TSR value of an initial $100 investment was $81.65 for 2024; 2023 revenue was $431.5 million and Adjusted EBITDA was $71.9 million . Pay-versus-performance disclosure shows CAP/TSR trends consistent with mixed operating results (net loss of $36.3 million in 2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EnerSys (NYSE: ENS) – Energy Systems Global BU | VP Finance & CFO | 2018–2020 (joined via Alpha acquisition in Dec 2018) | Led finance for a ~$1.2B unit after sell-side process culminating in EnerSys’ acquisition of Alpha Technologies . |
| Alpha Technologies | CFO; previously VP International Finance & Operations | CFO Aug 2015–2018; VP Nov 2013–Aug 2015 | Led Alpha’s sell-side process; managed international finance/operations prior to CFO appointment . |
| Channell Commercial Corporation | CFO | Prior to 2013 | Corporate finance leadership (telecom infrastructure) . |
| Wall Street (sell-side analyst) | Senior publishing analyst positions at investment banks | ~12 years | Covered industry as a senior analyst; capital markets expertise . |
External Roles
No current external public company directorships disclosed for Michael Perica in RMNI filings .
Fixed Compensation
Multi-year reported compensation (Summary Compensation Table):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $356,250 | $360,000 | $372,000 |
| Actual Cash Bonus (Non-Equity Incentive) | $188,409 | $217,628 | $190,830 |
| Stock Awards (RSUs/PSUs FV) | $233,000 | $701,197 | $799,998 |
| Option Awards (FV) | $31,335 | $456,133 | $198,643 |
| All Other Compensation | $15,362 | $18,802 | $19,640 (401(k) match) |
| Total Compensation | $874,356 | $1,753,760 | $1,581,111 |
Key changes: Base salary increased from $360,000 to $378,000 effective May 1, 2024; target annual bonus remained ~74% of base salary (adjusted pro rata), equating to $278,245 at that point .
Performance Compensation
Annual Cash Bonus Plan (2024)
- Target bonus (pro rata): $274,933; Actual paid: $190,830 (69.4% of target) .
- Company performance factor comprised Financial Metrics (total client invoicing vs plan; annual expenses vs plan) and Client Satisfaction metrics (case resolution; onboarding), both evaluated quarterly with weighting per metric; individual performance factor adjusted at Committee discretion each quarter .
Long-Term Incentives (2024 Grants)
- PSU performance period: FY 2024 (Jan 1–Dec 31), then time-based vesting in equal thirds on 1st–3rd grant anniversaries. Metrics: 50% Total Revenue; 50% Adjusted EBITDA. Payout range 0–200% of Target PSUs .
- FY 2024 results: Revenue $428.8M → revenue payout ~56.4%; Adjusted EBITDA $53.1M → EBITDA payout 0%; Combined PSU performance payout factor ~28% (Perica Earned PSUs: 45,344) .
- RSUs: Time-based vesting in equal thirds over 3 years from grant .
- Options: Time-based vesting in equal thirds over 3 years; 10-year term; 2024 grant exercise price $2.47 .
Detailed 2024 grants:
| Award | Grant Date | Shares/Units | Exercise Price | Vesting | Grant FV |
|---|---|---|---|---|---|
| PSUs (Target) | 5/6/2024 | 80,972 | — | Earned amount vests 1/3 yearly | $399,999 |
| RSUs | 5/6/2024 | 161,943 | — | 1/3 yearly on grant anniversaries | $399,999 |
| Stock Options | 5/6/2024 | 129,165 | $2.47 | 1/3 yearly on grant anniversaries | $198,643 |
2025 bonus plan changes (alignment shift):
- Replaced “total client invoicing” with “net new invoicing”; added Adjusted EBITDA and cash collections; retained expense vs plan and client satisfaction metrics; adjusted weights, with continued quarterly Committee review and parity adjustments .
Equity Ownership & Alignment
Beneficial ownership as of record date (April 15, 2025):
| Item | Shares | Notes |
|---|---|---|
| Total beneficial ownership | 596,521 (<1% of class) | Less than 1% of 91,773,231 outstanding . |
| Direct/common shares | 205,505 | Held outright . |
| Options exercisable within 60 days | 321,921 | Combination of prior grants now exercisable . |
| RSUs vesting within 60 days | 53,980 | Near-term vest . |
| PSUs vesting within 60 days | 15,115 | Near-term vest . |
Unvested awards (12/31/2024 fair value at $2.67/share):
- Unvested RSUs: 161,943 shares; market value $432,388 .
- Earned PSUs (from 2024 performance): 45,344 shares; market value $121,069 .
- Options outstanding include 5/6/2024 grant (129,165 @ $2.47; exp. 5/6/2034) and prior options (exercise prices ≥$3.22, largely above $2.67 close) .
Alignment safeguards:
- Hedging and pledging of Company securities are prohibited for executives; margin accounts not permitted; pre-clearance required for trades; quarterly blackout windows apply .
Potential selling pressure windows:
- RSUs/PSUs vest annually on grant anniversaries (e.g., 5/6 for 2024 grants), subject to blackout and pre-clearance; vesting amounts of 161,943 RSUs and 45,344 Earned PSUs amortized over 3 years .
Employment Terms
| Topic | Terms |
|---|---|
| Contract & Severance | No individual employment agreement disclosed for Perica; Company maintains no written employment agreements for executives other than CEO . |
| Change-in-Control (CIC) – PSU acceleration | For executives including Perica, PSUs accelerate if terminated without cause or resign for good reason within 24 months post-CIC: Target PSUs if before performance period end; Earned PSUs if after performance period end . |
| CIC – Plan-level acceleration | If successor refuses to assume/replace awards, all outstanding awards fully vest immediately prior to closing at target for performance conditions; estimated Perica value $1,023,551 at 12/31/2024 price . |
| Clawback | Executive Officer Incentive Compensation Recovery Policy (effective Oct 31, 2023) mandates recovery of incentive comp upon material financial restatement; enforced regardless of fault . |
| Trading policy | Strict insider trading policy with pre-clearance, blackout periods, hedging/pledging prohibitions, and Regulation BTR compliance . |
| Tax gross-ups | Company states no excise tax gross-ups for executives . |
Performance Compensation Detail (2024)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Total Revenue (PSU metric) | 50% | $448.3M | $428.8M | ~56.4% factor |
| Adjusted EBITDA (PSU metric) | 50% | $60.0M | $53.1M | 0% factor |
| Combined PSU payout factor | — | — | — | ~28% (Earned PSUs 45,344) |
| Annual Cash Bonus (Perica) | — | $274,933 target | $190,830 | 69.4% of target |
Cash Bonus program mechanics: Company performance factor multiplies Financial Metrics (invoicing vs plan; expenses vs plan) and Client Satisfaction metrics (case resolution; onboarding), reviewed quarterly; individual performance factor adjusted by Committee discretion each quarter .
Compensation Structure & Governance Highlights
- Mix emphasizes at-risk pay: typical NEO compensation design includes significant equity and performance incentives; company targets ~50th percentile market positioning; uses Willis Towers Watson as independent consultant; annual peer group review .
- Shift to PSUs initiated in 2023, increasing performance-conditioned equity .
- Say-on-pay approval was 93.8% in 2024, indicating broad shareholder support .
- Policies: no hedging/pledging; no discount grants; no excise tax gross-ups; option grants restricted around material filings .
Investment Implications
- Pay-for-performance alignment: 2024 PSUs paid only on revenue factor (56.4%) with zero payout on Adjusted EBITDA, producing a 28% combined factor; annual bonus at ~69% of target—signals discipline amid mixed operating results (net loss 2024) .
- Retention risk appears contained: significant unvested RSUs (161,943) and Earned PSUs (45,344) vesting in equal thirds over 3 years create strong multi-year retention hooks; option grants mostly underwater at 12/31/2024 price except 2024 option ($2.47 strike), reducing near-term monetization pressure from options .
- Insider selling pressure near standard vest dates could occur as RSUs/PSUs settle annually, but stringent pre-clearance and blackout policies mitigate opportunistic trading; absence of hedging/pledging reduces misalignment risks .
- CIC economics: No individual severance for CFO, but meaningful equity acceleration if awards are not assumed or on double-trigger PSU terms post-CIC—important in evaluating potential transaction outcomes and management incentives .
- Governance support: Strong say-on-pay, independent consultant use, and clawback policy lower compensation-related governance risk .
Note: Insider Form 4 transaction detail was not accessible via the insider-trades skill during this session; ownership and vesting data herein reflect proxy record-date disclosures.