Seth Ravin
Rimini StreetAbout Seth Ravin
Seth A. Ravin is a 30-year enterprise software veteran, founder of Rimini Street, and has served as President (since March 2023), Chief Executive Officer and Chairman since 2005; age 58; B.S. in Business Administration, University of Southern California . Under his leadership, 2024 revenue was $428.8 million with Adjusted EBITDA of $53.1 million (down from $71.9 million in 2023), and net income was a loss of $36.3 million; cumulative TSR for 2024 reflected an initial $100 investment value of $81.65 vs $122.12 for the peer index . Say‑on‑pay support was 93.8% in 2024, and CEO target pay mix was ~85.5% at‑risk, emphasizing equity and performance incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rimini Street (incl. predecessor RSI) | Founder; CEO & Chairman; President (Mar 2023–present; previously President 2005–2011) | 2005–present | Pioneered independent enterprise software support model; scaled to >3,080 active clients . |
| TomorrowNow, Inc. | President; Director | 2002–2005 | Grew third‑party support business (acquired by SAP America in 2005) . |
| Saba Software, Inc. | VP, Inside Sales | 2000–2001 | Led inside sales for HR/learning software provider . |
| PeopleSoft, Inc. | Various, most recently VP, Customer Sales Division | 1996–2000 | Enterprise software go‑to‑market leadership (later acquired by Oracle) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Rimini Street, Inc. | Chairman of the Board | 2005–present | Non‑independent; combined CEO/Chair role . |
| TomorrowNow, Inc. | Director | 2002–2005 | Board service at third‑party support firm . |
Fixed Compensation
| Component | 2024 Detail | Notes |
|---|---|---|
| Base Salary (current) | $500,000 (effective May 1, 2024) | Market‑based adjustment in 2024 . |
| Salary Earned (2024) | $491,667 | As reported in SCT . |
| Target Annual Bonus (2024) | $500,000 (100% of base; pro‑rated to $493,750) | Maintained at 100% of salary with May 1 adjustment . |
| Bonus Paid (2024) | $332,750 (67.4% of target) | Reflects quarterly plan outcomes . |
| Perquisites/Other | $523,824 (primarily business travel incl. charter aircraft; apartment near CA operations) | Company rationale: efficiency, confidentiality; charter cost treatment disclosed . |
Performance Compensation
Annual Cash Incentive (2024)
| Plan Element | Metrics/Weights | Mechanics | Outcome |
|---|---|---|---|
| Company Performance Factor | Financial Metric: total client invoicing vs plan (80%) + aggregate expenses vs plan (20%); Client Satisfaction Metric: case resolution (90%) + onboarding (10%) vs plan | Quarterly: Company factor × Individual factor; 75% paid next quarter, 25% deferred to year‑end retention | Ravin bonus $332,750 vs $493,750 target (67.4%) . |
Looking ahead (2025), cash bonus plan adds Adjusted EBITDA and cash collections, replaces “total client invoicing” with “net new invoicing,” and re‑weights metrics to align with growth/profitability .
Long‑Term Incentive (2024 grants, grant date May 6, 2024)
| Award Type | Shares/Terms | Vesting | Grant Date Value |
|---|---|---|---|
| PSUs (Target) | 485,829 target units; 50% revenue, 50% Adjusted EBITDA; payout 0–200% | Earned over FY2024; earned PSUs vest ratably over 3 years from grant date . | $1,199,998 . |
| RSUs | 291,497 units | 3 equal annual installments from grant date | $719,998 . |
| Stock Options | 309,997 options @ $2.47 (non‑qualified; 10‑yr term) | 3 equal annual installments; expire 5/6/2034 | $476,744 . |
PSU Performance Calibration (FY2024)
| Metric | Threshold (50%) | Target (100%) | Max (200%) | Actual | Payout Factor |
|---|---|---|---|---|---|
| Total Revenue | $425.9m | $448.3m | $560.4m | $428.8m | ~56.4% . |
| Adjusted EBITDA | $57.0m | $60.0m | $75.0m | $53.1m | 0% . |
| Combined | — | — | — | — | 28% (earned PSU factor) . |
PSUs earned for Ravin = 136,032 units (28% of target) .
2024 pay mix: ~85.5% of CEO target compensation at risk (cash bonus + LTI) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 11,796,791 shares (12.8% of outstanding) . |
| Components (CEO options as of 12/31/24) | Exercisable: 287,295 @ $4.68 (exp 1/21/2025); 65,119 @ $8.60 (2/6/2028); 149,327 @ $4.46 (6/3/2030); 50,000 @ $5.71 (12/13/2026); 6,666 @ $5.06 (3/3/2033); 92,271 @ $3.93 (4/3/2033). Unexercisable: 13,334 (3/3/2033); 184,545 (4/3/2033); 309,997 @ $2.47 (5/6/2034) . |
| Unvested RSUs/PSUs (12/31/24) | RSUs: 291,497 ($778,297 at $2.67); Earned PSUs (unvested): 136,032 ($363,206) . |
| Stock Price Reference | $2.67 on 12/31/24 (proxy reference price) . |
| Option Moneyness Snapshot | 2024 options at $2.47 were slightly in‑the‑money vs $2.67 reference; most older strikes above $2.67 were underwater as of 12/31/24 . |
| Hedging/Pledging | Prohibited for directors and executive officers under Insider Trading Policy (incl. no pledging or margin accounts) . |
| Ownership Guidelines | Not disclosed for executives in the proxy (no policy cited in CD&A); hedging/pledging prohibitions are explicit . |
Potential selling pressure indicators:
- Annual RSU/PSU vesting cadence (3‑year ratable) creates periodic supply; 2024 PSUs earned at 28% moderate future vesting tail .
- Option expiries: legacy options expire 2026–2034; 2015 tranche (4.68) expired 1/21/2025; majority of older options were underwater at 12/31/24 reference .
Employment Terms
| Term | Key Provisions |
|---|---|
| Amended Employment Agreement | Amended & Restated on Oct 29, 2024; at‑will; enhanced indemnification/advancement incl. for Specified Litigation with Oracle; refined Cause/Good Reason definitions; cure periods extended to 30 days; base $500,000; target bonus $500,000 (effective May 1, 2024) . |
| Severance (no CIC) | If terminated without Cause, for death/disability, or resigns for Good Reason: (i) 100% acceleration of all unvested equity; (ii) continued base + target bonus for 24 months; (iii) COBRA reimbursements up to 24 months . |
| Severance (within 24 mo after CIC) | If terminated without Cause or resigns for Good Reason: (i) 100% acceleration of all unvested equity; (ii) lump sum 2× (base + target bonus); (iii) COBRA up to 24 months . |
| CIC Plan Mechanics | If successor does not assume/replace awards, all unvested equity vests at CIC (performance set to 100%) . |
| PSU Treatment | If termination under qualifying events before performance period end → vest at target; if after → vest earned PSUs . |
| Restrictive Covenants | Non‑compete/non‑solicit reinstated; covenants survive five years from agreement date; during employment and for two years post‑termination, Ravin must not engage with a competitive business or solicit key relationships . |
| Clawback | Executive Officer Incentive Compensation Recovery Policy effective Oct 31, 2023 (Rule 10D‑1/Nasdaq 5608) for restatements; mandatory recovery regardless of fault, subject to impracticability exceptions . |
| Hedging/Pledging | Prohibited for directors/executives; also policy on equity grant timing around MNPI windows . |
| Retirement/Benefits | 401(k) safe‑harbor plan; 100% match on deferrals up to 4% of compensation; standard health/wellness benefits . |
| Tax Gross‑Ups | No excise tax gross‑ups; limited CIC benefits; change‑in‑control equity vesting subject to plan terms . |
Estimated payments on termination/CIC (as of 12/31/24) for Ravin: $4.70 million total under death/disability, involuntary without Cause/Good Reason, or qualifying within 24 months post‑CIC scenarios (includes $2.67 million equity value at $2.67 price, $2 million cash, $30,174 COBRA) .
Board Governance
- Board service: Director since 2005; Class III term through 2026; non‑independent .
- Combined CEO/Chair; the Board has appointed a Lead Independent Director (Jack L. Acosta) to facilitate independent oversight and executive sessions without management .
- Committees (Audit, Compensation, Nominating) composed entirely of independent directors; Ravin is not on committees .
- Board/committee activity: 2024 Board met 11 times; each director attended ≥75% of meetings; annual meeting attendance by all incumbents .
- Classified (staggered) board structure; rationale provided for stability and takeover defense; majority independent (4 of 5) .
Director Compensation (Ravin)
- Ravin received no additional compensation for board service (compensated solely as an executive) .
Say‑on‑Pay & Peer Benchmarking
- 2024 Say‑on‑Pay approval: 93.8% .
- Compensation consultant: Willis Towers Watson; assessed independent .
- Peer group targeting ~50th percentile; 2024 peers include BlackLine, Five9, LiveRamp, PROS, Workiva, Yext, etc.; 2025 peers updated (added 8x8; removed New Relic, Everbridge) .
Related Party Transactions and Policies
- Spouse employment: Janet Ravin (VP, Global Brand, Content and Communications; Foundation Chair) earned ~$454,100 in 2024; ratified by Audit Committee .
- Insider policies: Related party transactions require Audit Committee approval; hedging/pledging and certain derivatives prohibited for directors/executives .
Performance & Track Record
| Measure | 2024 | 2023 | Notes |
|---|---|---|---|
| Revenue | $428.8m | — | Revenue goal for PSU target was $448.3m; achieved ~56.4% payout on revenue leg . |
| Adjusted EBITDA | $53.1m | $71.9m | Decline YoY; EBITDA measures reconciled in Appendix A . |
| Net Income | $(36.3)m | $26.1m | Swung to loss in 2024 . |
| TSR (initial $100, 2019 base → 2024) | $81.65 | $85.83 (2023) | Peer group (Dow Jones U.S. Computer Services) $122.12 (2024) . |
Highlights and controversies:
- Added 2025 cash plan metrics (Adjusted EBITDA, cash collections, net new invoicing) to better align with internal KPIs .
- Employment agreement enhancements focused on indemnification related to Oracle “Specified Litigation,” indicating ongoing legal exposure and the Board’s retention focus for the CEO .
Compensation Structure Analysis
- Mix and risk: CEO target pay ~85.5% variable (equity + performance cash); no guaranteed raises; robust clawback; no excise gross‑ups .
- Equity shift: Continued blend of PSUs/RSUs/options; CEO 2024 LTI target reduced to $2.4m from $3.0m in 2023, signaling responsiveness to performance/market conditions .
- PSU rigor: 2024 payout at 28% (revenue met threshold; Adjusted EBITDA missed threshold), demonstrating outcome‑based alignment .
- Perquisites: High charter aircraft travel and housing costs disclosed; may invite governance scrutiny despite business rationale .
Vesting Schedules and Potential Insider Selling Pressure
- RSUs/PSUs vest ratably over three years from grant; expect periodic vesting‑related liquidity around May 6 anniversaries for 2024 grants (RSUs 291,497; earned PSUs 136,032 for Ravin) .
- Options: 2024 grant at $2.47 expires 2034; many legacy options had strikes above the 12/31/24 price ($2.67 reference), limiting near‑term exercise‑driven supply; 2015 tranche expired Jan 2025 .
- Hedging/pledging is prohibited, reducing alignment concerns from collateralization .
Equity Ownership & Alignment Diagnostics
- Skin‑in‑the‑game: Ravin holds ~12.8% beneficial ownership, a strong alignment signal .
- Plan overhang: As of 12/31/24, ~9.6m options, 4.8m RSUs, 0.8m PSUs outstanding; 5.38m shares available under 2013 plan; ESPP authorized 5.0m (no offerings yet) .
- CIC acceleration features: If awards are not assumed at CIC, all unvested equity vests; otherwise double‑trigger protections apply in PSU agreements and Ravin’s contract .
Board Governance and Dual‑Role Implications
- Combined CEO/Chair structure mitigated by Lead Independent Director, independent committee chairs, and regular executive sessions; Board is majority independent and uses external advisors .
- Classified board may entrench leadership, but company asserts long‑term oversight benefits; investors may weigh takeover defense vs. continuity .
Investment Implications
- Pay‑for‑performance alignment strengthened: 2024 PSU payout of 28% and reduced CEO LTI target ($2.4m vs $3.0m prior year) show responsiveness amid a year with negative net income and lower Adjusted EBITDA; 2025 cash plan adds profitability/collections metrics tied to value creation .
- Retention risk appears managed: Significant unvested equity, 2‑year post‑employment non‑compete, and enhanced indemnification (Oracle litigation) support CEO retention; hedging/pledging prohibitions and strong ownership (12.8%) reinforce alignment .
- Potential supply events: May‑cycle RSU/PSU vesting creates periodic liquidity; most legacy options were underwater at the 12/31/24 proxy reference price ($2.67), moderating exercise‑driven selling; 2024 options slightly in‑the‑money .
- Governance watch‑items: Combined CEO/Chair, perquisite magnitude, and classified board could attract governance scrutiny despite strong 2024 say‑on‑pay support and fully independent committees .
- Performance inflection needed: 2025 plan ties bonuses more directly to Adjusted EBITDA and cash, which, if achieved, could improve pay outcomes and investor confidence after 2024’s profitability shortfall .