Bill Wagner
About Bill Wagner
William (Bill) R. Wagner, age 58, became Chief Executive Officer on March 10, 2025 after serving as a Semrush director since September 2022; he holds an MBA from Wharton and a BA from Lafayette College . Company performance entering his tenure included FY 2024 revenue of $376.8 million (+22% YoY), ARR of $411.6 million (+22% YoY), and non-GAAP operating margin of 12.2%; 2025 guidance was revenue of $448–$453 million and ~12% non-GAAP operating margin . His 2025 PSU award is tied to relative TSR percentile versus the Russell 2000 Index over 2025–2027, directly linking pay to shareholder return .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GoTo Group (LogMeIn, Inc.) | President & CEO | Dec 2015–Jan 2022 | Grew revenue from <$200M to well over $1B before going private in 2020 |
| Vocus, Inc. | EVP & COO | Oct 2010–Nov 2012 | Senior operating leadership in SaaS marketing software |
| Vocus, Inc. | Chief Marketing Officer | Jul 2006–Oct 2010 | Led marketing for growth-stage SaaS |
| Fiberlink Communications | Executive roles | Not disclosed | Technology and communications operating experience |
| AT&T Corporation | Early career roles | Not disclosed | Large-scale telecom foundation |
External Roles
| Organization | Role | Years / Status | Notes |
|---|---|---|---|
| Avery Dennison (NYSE: AVY) | Director | Since Oct 2022; continuing | Public company board experience |
| ChurnZero | Director | Since Dec 2017; continuing | Private SaaS board |
| Akamai (NASDAQ: AKAM) | Director | Oct 2022–Feb 2025; resigned Feb 2025 | Voluntary resignation upon SEMR CEO appointment |
| Blackline (NASDAQ: BL) | Director | Since Oct 2023; notice to resign effective May 2025 | Transition to focus on SEMR CEO role |
Fixed Compensation
2025 CEO Compensation Terms
| Component | Amount / Terms | Notes |
|---|---|---|
| Base Salary | $500,000 per year | Effective Transition Date Mar 10, 2025 |
| Target Bonus | 100% of base salary | Subject to corporate and individual objectives |
2024 Director Compensation (while non-employee director)
| Component | Amount (FY 2024) | Notes |
|---|---|---|
| Fees Earned (Cash) | $54,000 | Annual cash retainer under director policy |
| Stock Awards (Grant-date fair value) | $182,500 | Annual director grant; 15,901 RSUs outstanding as of Dec 31, 2024 |
| Total | $236,500 | Under non-employee director compensation policy |
Performance Compensation
| Incentive Type | Metric | Award Value | Target / Range | Vesting |
|---|---|---|---|---|
| RSU Award | Time-based | $10,000,000 grant-date value | N/A (time-based) | 1-year cliff from Mar 10, 2025 then quarterly over 3 years, subject to continued employment |
| PSU Award | Relative TSR vs Russell 2000 | $12,000,000 grant-date value | Earn-out 0%–200% of target PSUs based on percentile rank over 3-year performance period (2025–2027) | Vests at end of 3-year period based on achievement |
Notes:
- Annual cash incentive framework at SEMR uses ARR growth, adjusted EBITDA margin, and individual objectives; CEO for FY 2024 elected not to receive salary or cash bonus, but this framework evidences pay-for-performance design used by the talent & compensation committee .
- SEMR emphasizes no guaranteed bonuses and caps on payouts .
Equity Ownership & Alignment
Beneficial Ownership (as of April 4, 2025 proxy)
| Holder | Class A Shares | Ownership % | Class B Shares | Ownership % | Notes |
|---|---|---|---|---|---|
| William Wagner | 41,080 | <1% | — | — | Beneficial owner; director and CEO |
Outstanding Awards (as of Dec 31, 2024)
| Award Type | Quantity | Notes |
|---|---|---|
| RSUs (Director grants) | 15,901 RSUs | Non-employee director annual grant; subject to standard vesting per policy |
Alignment Policies and Practices
- Hedging or pledging Company shares is prohibited .
- Share Ownership Retention Policy requires CEO hold at least 5x base salary; non-employee directors 3x annual cash retainer; compliance by the later of Dec 31, 2024 or five years from becoming subject to the policy .
- The clawback policy covers cash bonuses and long-term performance equity for Section 16 officers in case of restatement due to intentional misconduct, in line with Rule 10D-1/NYSE; recovery window is the preceding three years .
Employment Terms
| Term | Provision | Economics / Details |
|---|---|---|
| Start date as CEO | March 10, 2025 | Transition Date |
| Agreement date | Feb 24, 2025 | Wagner Employment Agreement |
| Severance (no CoC) | 12 months base salary; 12 months COBRA reimbursement | Paid in installments; contingent on release |
| CoC severance (double-trigger) | 150% base salary (lump sum); bonus at 100% target; 18 months COBRA; 100% acceleration of time-based equity if awards are assumed/continued and exec is terminated without cause or resigns for good reason in the CoC window | If awards not assumed/continued in a sale event: time-based equity vests at closing (single-trigger for non-assumed awards) |
| Confidentiality | Customary covenants | Standard executive indemnification agreement |
| Non-compete / non-solicit | Not disclosed | No specific terms in 8-K summary |
Board Governance
- Board leadership structure separates Chair and CEO; Mark Vranesh is independent Chair, Wagner is CEO and director, enhancing oversight and reducing dual-role independence concerns .
- Independence: Majority independent; Wagner is not independent due to his executive role .
- Committee roles: Wagner chaired the talent & compensation committee during FY 2024 and served on nominating & corporate governance; he resigned from both committees upon becoming CEO on Feb 22, 2025 to maintain independence of oversight .
- Non-management directors hold executive sessions without management; Chair presides .
Director Compensation (FY 2024)
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) | Outstanding Awards / Notes |
|---|---|---|---|---|
| William Wagner | 54,000 | 182,500 | 236,500 | 15,901 RSUs outstanding as of Dec 31, 2024 |
Say-on-Pay & Shareholder Feedback (2025 Annual Meeting)
| Proposal | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Advisory approval of NEO compensation | 249,497,414 | 648,506 | 57,402 | 48,514,419 |
| Advisory frequency (Say-on-Pay) | 1-Year: 248,808,608 | 2-Year: 3,423 | 3-Year: 1,342,807 | Abstain: 48,484 |
Performance & Track Record
| Company | Metric | Period | Result |
|---|---|---|---|
| Semrush | Revenue | FY 2024 | $376.8M; +22% YoY |
| Semrush | ARR | FY 2024 | $411.6M; +22% YoY |
| Semrush | Non-GAAP operating margin | FY 2024 | 12.2% |
| Semrush | Guidance | FY 2025 | Revenue $448–$453M; non-GAAP op margin ~12% |
| LogMeIn (GoTo Group) | Revenue scale | Tenure highlight | Grew from <$200M to >$1B before going private in 2020 |
Compensation Structure Analysis
- Strong equity orientation with $22M initial long-term awards split between time-based RSUs ($10M) and performance-based PSUs ($12M) tied to relative TSR; PSU design introduces high at-risk pay with 0–200% payout range, enhancing alignment with shareholder returns .
- Annual cash bonus is fully performance-based with corporate and individual objectives; no guaranteed incentives and caps on payouts reduce risk-taking incentives .
- Governance safeguards: independent compensation committee, independent consultant, clawback, and share ownership retention policy; hedging and pledging prohibited .
- CoC protections use double-trigger for assumed awards, limiting windfall risk while ensuring retention through uncertainty; single-trigger only applies if awards are not assumed .
Equity Ownership & Insider Selling Pressure Assessment
- Beneficial ownership is modest (<1% of Class A), indicating alignment will be primarily via RSU/PSU realization rather than large pre-existing stakes .
- RSUs have a one-year cliff (first vest around March 10, 2026) and PSUs vest only after the 3-year period, indicating low near-term selling pressure from new CEO grants .
- The Share Ownership Retention Policy and prohibition on hedging/pledging further limit liquidity and leverage-related selling risks .
Employment Terms (Retention Risk, Transition Analysis)
- Severance provides downside protection (12 months base, COBRA) and enhanced CoC economics (150% base, target bonus, extended COBRA, and acceleration mechanics) to secure retention in strategic events .
- Wagner entered standard indemnification and confidentiality agreements; non-compete/non-solicit terms not specified in summary disclosures .
Investment Implications
- Pay-for-performance alignment: Large PSU award tied to relative TSR over three years should focus management on sustained share price performance; RSU cliff defers near-term monetization, reducing immediate selling pressure .
- Governance quality: Separation of Chair/CEO, independent committees, clawback, ownership guidelines, and prohibition of hedging/pledging reduce agency risk; Wagner’s resignation from committees upon becoming CEO mitigates dual-role independence issues .
- Track record: Prior scaling at LogMeIn plus SEMR’s double-digit revenue growth and profitability trajectory entering 2025 suggest operational execution strengths; however, alignment relies on future PSU outcomes rather than large existing ownership .
- CoC terms: Double-trigger design limits windfalls and supports retention; single-trigger acceleration applies only if awards are not assumed, a balanced shareholder-friendly stance .