Steve Hershkowitz
Rimini StreetAbout Steve Hershkowitz
Steve Hershkowitz (age 61) is Executive Vice President and Chief Revenue Officer of Rimini Street, appointed effective April 15, 2024. He previously served as CRO at Virtana (Feb 2022–Apr 2024) and held multiple VP/GM roles at Hewlett Packard Enterprise (Apr 2010–Feb 2022), including leading High Performance Compute & AI and North America Large Enterprise; he is a U.S. Air Force veteran and studied Business Administration and Management at the University of Maryland . RMNI’s performance-linked incentives for executives emphasize total revenue and adjusted EBITDA in PSUs (equal weighting); for FY2024 the PSU payout factor was 28% (Revenue payout ~56.4%, Adjusted EBITDA payout 0%), while FY2023 achieved 151% (Revenue 101.7%, Adjusted EBITDA 200%), underpinning the pay-for-performance framework he operates within .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Virtana Corporation | Chief Revenue Officer | Feb 2022 – Apr 2024 | Led global sales; transformed business from hardware/perpetual license to software, subscription, and SaaS, enhancing revenue and EBITDA metrics . |
| Hewlett Packard Enterprise (HPE) | VP & GM, High Performance Compute & AI; prior VP & GM, North America Large Enterprise | Apr 2010 – Feb 2022 | Ran HPC & AI organization; drove accelerated growth across HPE’s solution portfolio . |
| United States Air Force | Veteran | — | Distinguished service; foundational leadership credentials . |
External Roles
- None disclosed in company filings (no public-company directorships or committee roles identified) .
Fixed Compensation
| Item | FY2024 Detail | Notes |
|---|---|---|
| Starting annual base salary | $420,000 | Effective April 15, 2024; set using Willis Towers Watson input and peer practices; prorated in 2024 . |
| Salary earned (FY2024) | $299,091 | Proration reflected in Summary Compensation Table . |
| Target bonus (% of base) | ~67% | Target annual cash bonus opportunity ≈ $280,000; program pays quarterly . |
| 2024 target bonus (prorated) | $210,000 | Derived from mid-year start; shows prorated target used in 2024 table . |
| Actual bonus paid (FY2024) | $209,073 | 99.6% of 2024 target bonus; quarterly payouts/deferred retention component . |
| Guaranteed bonus at onboarding | $81,667 | 100% of prorated target for 4/15/2024–6/30/2024; paid June 30, 2024 . |
| All other compensation | $545,677 | Primarily charter aircraft travel expenses; $540,460 detailed methodology and rationale . |
Performance Compensation
Annual Cash Bonus Program Structure (FY2024)
| Component | Metric | Weighting | Determination |
|---|---|---|---|
| Quarterly Company Performance Factor | Financial Metric: total client invoicing vs annual plan | 80% | Expressed as percentage vs plan . |
| Quarterly Company Performance Factor | Financial Metric: aggregate expenses vs annual plan | 20% | Expressed as percentage vs plan . |
| Quarterly Company Performance Factor | Client Satisfaction: case resolution rating vs plan | 90% | 1.0–5.0 scale; percentage of plan . |
| Quarterly Company Performance Factor | Client Satisfaction: onboarding rating vs plan | 10% | 1.0–5.0 scale; percentage of plan . |
| Quarterly Individual Performance Factor | Individual/functional goals | — | Tied to company performance plus strategic objectives; committee discretion . |
| Payout mechanics | Quarterly target × Company Factor × Individual Factor | — | 75% paid following next quarter; 25% deferred until year-end for retention . |
Equity Awards and Vesting
| Grant Date | Instrument | Shares/Units | Strike | Expiration | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|---|---|
| 4/30/2024 | RSUs (Onboarding Award) | 300,000 | — | — | 3 equal annual installments on 1st/2nd/3rd anniversaries of grant (service-based) | $798,000 . |
| 12/17/2024 | RSUs (Retention Award) | 100,000 | — | — | 3 equal annual installments on anniversaries (service-based) | $272,000 . |
| 12/17/2024 | Stock Options (Retention Award) | 100,000 | $2.72 | 12/17/2034 | 3 equal annual installments on anniversaries (service-based) | $170,290 . |
Note: Hershkowitz did not participate in the May 2024 PSU/RSU/Option mix under the 2024 LTI Plan due to timing of hire; instead he received the onboarding and December retention awards above .
Company PSU Outcomes (context for incentive alignment)
| Metric | Threshold | Target | Maximum | Actual FY2024 | Payout Factor |
|---|---|---|---|---|---|
| Total Revenue ($) | $425.9M | $448.3M | $560.4M | $428.8M | ~56.4% . |
| Adjusted EBITDA ($) | $57.0M | $60.0M | $75.0M | $53.1M | 0% . |
| Combined PSU payout factor | — | — | — | — | 28% . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (record date in 2025 proxy) | 99,999 shares (RSUs scheduled to vest within 60 days); less than 1% of class . |
| Unvested RSUs at 12/31/2024 | 300,000 (market value $801,000) and 100,000 (market value $267,000), priced at $2.67 . |
| Options outstanding at 12/31/2024 | 100,000 unexercisable, strike $2.72, expiring 12/17/2034 . |
| Hedging/pledging | Prohibited for directors and executive officers under Insider Trading Policy . |
Employment Terms
- Employment agreements: The company maintains no written employment agreements with executive officers other than the CEO (offer letters set starting compensation terms; executives are at-will) .
- Change-in-control (CIC) acceleration: Under the 2013 Equity Plan, if a successor refuses to assume/replace awards, all outstanding awards become fully vested immediately prior to closing; performance awards vest at 100% of target .
- PSU acceleration (for executives): Double-trigger—termination without cause or resignation for good reason within 24 months post-CIC; if before performance period end, target PSUs vest; if after, earned PSUs vest .
- Illustrative CIC acceleration value (as of 12/31/2024, successor refusal scenario): Hershkowitz $1,068,000 .
- Clawbacks, non-compete/non-solicit: Not disclosed in retrieved filings for executive officers other than CEO; no excise tax gross-ups for executives .
Insider Transactions and Vesting Pressure
| Date | Transaction | Shares | Price | Post-Transaction Holdings | Notes |
|---|---|---|---|---|---|
| 4/30/2025 | Sale (Form 4) | 24,974 | $3.4726 | 75,025 | SEC Form 4 filed 5/1/2025 . Market sources report this was a sell-to-cover for RSU tax withholding and that 99,999 RSUs vested concurrently . |
Compensation Governance, Peer Benchmarking, and Say-on-Pay
- Independent consultant and peer benchmarking: Willis Towers Watson engaged to advise the Compensation Committee; 2024 starting base salary for Hershkowitz was set considering peer practices and WTW input .
- Base salary market positioning: For other NEOs, 2024 base salaries remained near the 50th percentile of peer group levels following adjustments; Hershkowitz’s initial base salary was determined via the same framework .
- Say-on-Pay outcomes: 97.3% approval in 2023 and 93.8% approval in 2024, indicating strong shareholder support for executive pay design and alignment .
Investment Implications
- Alignment and retention: Hershkowitz’s 2024 equity mix is heavily time-based (RSUs/options) with three-year vesting, plus a December 2024 retention grant—indicating an emphasis on retention and long-term stock price alignment; absence of a personal employment agreement limits cash severance exposure, but plan-level CIC acceleration remains a material consideration .
- Performance linkage: Cash bonuses tie to growth/profit drivers (net new invoicing, expenses vs plan, client satisfaction), and company PSUs tie to revenue and adjusted EBITDA; 2024 PSU payout at 28% underscores sensitivity to profit underperformance, which strengthens pay-for-performance discipline around his remit as CRO .
- Selling pressure: The April 2025 Form 4 sale was modest and reported as sell-to-cover around a sizable RSU vest (99,999)—a typical tax event rather than directional selling. Near-term vesting cadence (RSUs and options over three years) suggests intermittent sell-to-cover activity but not necessarily discretionary selling pressure .
- Governance signals: Prohibitions on hedging/pledging reduce misalignment risk, while high travel-related perquisites ($540k) warrant monitoring as they inflate “all other compensation” without clear investor value creation .