Andrew Warden
About Andrew Warden
Andrew Warden (age 41) is Semrush’s Chief Marketing Officer (CMO) and has served in this role since September 2021. He holds a master’s degree in Public Policy and Administration from the London School of Economics and Political Science . Company performance in FY 2024 featured 22% revenue growth to $376.8M, ARR up 22% to $411.6M, non-GAAP operating margin rising to 12.2%, and free cash flow improving to $35.3M, which informed the pay-for-performance framework for executives including Warden . His long-term equity is tied to market-based PSUs that measure relative TSR against the Russell 2000, reinforcing alignment with shareholder outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Semrush | Chief Marketing Officer | Sep 2021 – present | Responsible for deploying marketing strategies to grow revenue |
| UnitedLex | Chief Marketing Officer | Nov 2019 – Jun 2021 | Not disclosed |
| SoftServe | Chief Marketing Officer | May 2017 – Nov 2019 | Not disclosed |
| GfK | Global Director of Product Marketing and Digital Transformation | Mar 2015 – Sep 2016 | Not disclosed |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| – | – | – | No public company board roles disclosed for Warden |
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Base Salary ($) | $400,000 |
| Target Bonus (% of Base) | 100% |
| Actual Bonus Paid ($) | $292,179 (73% of target) |
Performance Compensation
| Metric | Weighting | Target | Actual/Assessment | Payout Driver |
|---|---|---|---|---|
| ARR Growth | 50% | 21% | 22% (adjusted payout set at 68.5% of target for cash incentive calculation) | |
| Adjusted EBITDA Margin | 20% | 13.9% | 13.7% (adjusted payout set at 131.9% of target for cash incentive calculation) | |
| Individual Objectives | 30% | Qualitative (CMO: deploy marketing strategies to grow revenue) | Assessed by Talent & Compensation Committee | Warden’s total bonus outcome was 73% of target |
PSU structure (long-term): Relative TSR vs Russell 2000 over 3 years (Jan 1, 2024–Dec 31, 2026), with linear payouts: 25th percentile=50%, 50th=100%, 75th=200% of target .
Equity Ownership & Alignment
| Grant Type | Grant Date | Status | Quantity | Strike / Vesting | Market Value / Notes |
|---|---|---|---|---|---|
| Stock Options | 10/1/2021 | Exercisable | 89,643 | $23.83; exp 10/1/2031 | – |
| Stock Options | 10/1/2021 | Unexercisable | 24,089 | $23.83; exp 10/1/2031 | – |
| Stock Options | 4/1/2022 | Exercisable | 42,293 | $11.96; exp 4/1/2032 | – |
| Stock Options | 4/1/2022 | Unexercisable | 21,401 | $11.96; exp 4/1/2032 | – |
| Stock Options | 4/21/2023 | Exercisable | 52,943 | $9.78; exp 4/21/2033 | – |
| Stock Options | 4/21/2023 | Unexercisable | 74,445 | $9.78; exp 4/21/2033 | – |
| RSUs (unvested) | 10/1/2021 | Unvested | 14,163 | Time-based | $168,256 (as of 12/31/2024 at $11.88) |
| RSUs (unvested) | 4/1/2022 | Unvested | 12,541 | Time-based | $148,987 (as of 12/31/2024 at $11.88) |
| RSUs (unvested) | 4/21/2023 | Unvested | 41,806 | Time-based | $496,655 (as of 12/31/2024 at $11.88) |
| RSUs (unvested) | 3/1/2024 | Unvested | 159,235 | Time-based; 25% on 1st anniversary then 6.25% quarterly over 36 months | $1,891,712 (as of 12/31/2024 at $11.88) |
| PSUs (unearned) | 4/1/2022 | Unearned | 66,889 | Market-based TSR program | $794,641 (as of 12/31/2024 at $11.88) |
| PSUs (unearned) | 3/1/2024 | Unearned | 39,808 | Market-based TSR program | $472,919 (as of 12/31/2024 at $11.88) |
- Ownership guidelines: Section 16 officers must hold ≥1x base salary in Semrush equity; company states each officer/director met holdings requirements as of 12/31/2024 .
- Hedging/pledging: Prohibited by policy (anti-hedging/pledging) .
- RSU vest cadence: 25% cliff at first anniversary of grant date, then 6.25% quarterly over the next 36 months .
- Option vesting: 25% at first anniversary; remainder monthly installments through 36 months .
- Valuation basis: $11.88 closing price on 12/31/2024 used in market values above .
Employment Terms
| Provision | Standard Severance | Change-in-Control (“Sale Event”) Severance | Equity Treatment |
|---|---|---|---|
| Trigger | Termination without cause or resignation for good reason | Termination without cause or resignation for good reason within 3 months prior to or 12 months post-sale | Time-based awards: double-trigger (if assumed); single-trigger (if not assumed) |
| Cash | 6 months base salary ($200,000) paid in installments | 100% of base salary for 12 months paid lump sum ($800,000) | If assumed and terminated in window: 100% time-based equity vests; if not assumed: vests at sale event |
| Bonus | – | Lump sum bonus at 100% achievement of company and individual objectives | – |
| COBRA | 6 months (est. $9,277) | 12 months (est. $18,554) | – |
| Illustrative CI Equity Acceleration | – | $6,326,801 (valued at $11.88 as of 12/31/2024) | Valuation illustrative; does not include PSUs contingent on performance |
- Severance and equity acceleration terms for Warden are set in his employment agreement and the 2021 Plan .
- Potential payments table values use $11.88/share (12/31/2024 closing) for equity acceleration estimation .
Compensation Structure Analysis
- FY 2024 compensation mix shifted from stock options to RSUs/PSUs for NEOs; the committee did not issue options in FY 2024, favoring RSUs for retention and PSUs for pay-for-performance linkage .
- Annual bonus plan balanced growth and profitability via ARR Growth (50%) and Adjusted EBITDA Margin (20%), plus individual objectives (30%) .
- No tax gross-ups, hedging/pledging prohibited, clawback policy implemented (Section 10D; NYSE-compliant) .
Compensation Peer Group (Benchmarking)
| Peer Companies (FY 2024) |
|---|
| Amplitude (AMPL); Appian (APPN); BigCommerce (BIGC); BlackLine (BL); Braze (BRZE); DigitalOcean (DOCN); Domo (DOMO); Expensify (EXFY); Freshworks (FRSH); monday.com (MNDY); Olo (OLO); Similarweb (SMWB); Sprinklr (CXM); Sprout Social (SPT); Squarespace (SQSP); Yext (YEXT); Zuora (ZUO) |
- Independent compensation consultant (Compensia) advised on market pay and design .
Say-on-Pay & Shareholder Feedback
- 2025 Say-on-Pay passed with 249,497,414 “For” vs 648,506 “Against”; annual frequency supported (248,808,608 “1 Year”) .
Risk Indicators & Red Flags
- Clawback policy in place for Section 16 officers .
- No hedging/pledging; no excise tax gross-ups; no guaranteed short-term incentives; no supplemental retirement plans .
- Equity acceleration uses double-trigger structures (if awards assumed), single-trigger if not assumed .
- Section 16 delinquent filings: 2022 noted one late Form 4 for Andrew Warden; no legal proceedings disclosed related to Warden .
Investment Implications
- Alignment: Large unvested RSUs/PSUs and share ownership policy (≥1x salary for officers) support retention and alignment; PSU design ties outcomes to relative TSR vs Russell 2000 .
- Vesting supply: RSU cliff at 3/1/2025 (25% of 3/1/2024 grant) and ongoing quarterly vesting may create periodic supply; anti-hedging/pledging and ownership retention requirements moderate potential selling pressure .
- Pay-for-performance: FY 2024 bonus outcomes reflect mixed execution (ARR payout 68.5% vs EBITDA margin 131.9%) leading to Warden’s 73% of target bonus, signaling discipline on growth/profit trade-offs .
- Change-in-control economics: CI cash ($800k) and full vesting of time-based equity (if awards assumed and termination in window) could be meaningful, but PSUs remain performance-contingent; no tax gross-ups reduces shareholder risk .
- Governance support: Strong Say-on-Pay results and independent committee/consultant reduce compensation risk; peer group and clawback controls are consistent with investor expectations .