Brian Mulroy
About Brian Mulroy
Brian Mulroy, age 46, has served as Semrush’s Chief Financial Officer since April 2023. He previously held senior finance roles at Microsoft and Nuance and holds degrees in business and mathematics from Gordon College and a JD from Suffolk University Law School . Under his tenure, Semrush delivered 2024 revenue of $376.8M (+22% YoY), ARR of $411.6M (+22%), operating margin of 2.2% vs. (2.5)% in 2023, non-GAAP operating margin of 12.2% vs. 3.8%, operating cash flow of $47.0M, and free cash flow of $35.3M . Company TSR (indexed to a $100 investment at 12/31/2021) stood at $56.98 at year-end 2024; the firm also disclosed pay-versus-performance linkages across revenue, ARR growth, and Adjusted EBITDA margin .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Microsoft (after Nuance acquisition) | SVP Finance | Mar 2022–Apr 2023 | Senior finance leadership following Nuance acquisition |
| Nuance Communications | SVP Finance | Nov 2019–Feb 2022 | Led finance at a large enterprise software business |
| Nuance Communications | VP FP&A & Corporate Finance | Mar 2016–Oct 2019 | FP&A and corporate finance leadership |
| Progress Software Corp. | Finance managerial roles | Not disclosed | Prior finance management experience |
External Roles
No external public company directorships or committee roles disclosed for Mulroy in the proxy .
Fixed Compensation
| Year | Approved Base Salary ($) | Actual Salary Paid ($) | Target Bonus (%) | All Other Compensation ($) |
|---|---|---|---|---|
| 2024 | 410,000 | 408,116 | 100% | 17,176 (parking, 401(k) match, life insurance) |
| 2023 | 400,000 | 284,615 (partial-year) | Not disclosed | 13,964 (parking, 401(k) match, life insurance) |
Performance Compensation
FY2024 Cash Incentive Design and Outcomes
| Metric | Weighting (%) | Target | Actual/Adjusted Outcome | Payout Basis |
|---|---|---|---|---|
| ARR Growth | 50 | 21% | Adjusted to 68.5% of target | Straight-line calc |
| Adjusted EBITDA Margin | 20 | 13.9% | Adjusted to 131.9% of target | Straight-line calc |
| Individual Objectives (CFO) | 30 | Set by Talent & Comp Committee | Adjusted above 100% for acquisition efficiencies | Committee discretion |
FY2024 CFO Bonus Payout
| Base Salary ($) | Target Incentive Opportunity ($) | Actual Cash Incentive ($) | Actual vs. Target (%) |
|---|---|---|---|
| 410,000 | 410,000 | 442,438 | 107.9% |
Equity Ownership & Alignment
FY2024 Grants (approved Feb 23, 2024; granted Mar 1, 2024)
| Award Type | Shares (#) | Vesting Schedule | Performance Curve |
|---|---|---|---|
| RSUs | 222,929 | 33% on 1-year cliff from grant, remainder quarterly over 24 months; double-trigger acceleration if assumed and terminated; single-trigger if not assumed | |
| PSUs (relative TSR vs. Russell 2000) | 55,732 (target) | 3-year performance period ending 12/31/2026; committee certifies in 2027 | 25th percentile=50%, 50th=100%, 75th=200% payout |
Outstanding Equity (as of 12/31/2024)
| Instrument | Status | Quantity | Key Terms |
|---|---|---|---|
| Stock Options | Exercisable | 99,388 @ $9.26; exp. 5/4/2033 | Standard time-based vest; double-trigger accel if assumed and terminated; single-trigger if not assumed |
| Stock Options | Unexercisable | 123,428 @ $9.26; exp. 5/4/2033 | Same terms |
| RSUs | Unvested | 222,929 (MV $2,648,397 at $11.88) | 33% cliff then quarterly; accel per plan |
| PSUs | Unearned | 55,732 (MV $662,096 at $11.88) | Relative TSR vs. Russell 2000; payout per curve |
Beneficial Ownership and Near-term Vesting
| Holder | Class A Shares Beneficially Owned (#) | % of Shares Outstanding | Within 60 Days: Options Exercisable (#) | Within 60 Days: RSUs Vesting (#) |
|---|---|---|---|---|
| Brian Mulroy | 307,975 | <1% (*) | 116,447 | 8,437 |
- Share Ownership Guidelines: CFOs must hold ≥1x base salary; officers and directors owned sufficient shares as of 12/31/2024 to meet policy obligations .
- Anti-Hedging/Pledging: Company policy prohibits hedging, margin use, and pledging of company stock .
Employment Terms
Severance and Change-of-Control Economics
| Scenario | Cash Severance | Bonus | COBRA | Equity Treatment |
|---|---|---|---|---|
| Termination without Cause/for Good Reason (no change in control) | 6 months of base salary; example: $205,000 (based on 12/31/2024) | None | 12 months reimbursements capped to 6 months for CFO; $12,436 example | Time-based awards do not accelerate absent sale event |
| Double Trigger: termination within 3 months before or 12 months after a sale event (if awards assumed) | 12 months of base salary paid lump sum; $410,000 | 100% of target bonus; $410,000 | 12 months COBRA; $24,872 example | 100% acceleration of time-based awards; CFO equity accel value estimated at $6,297,742 (at $11.88/share) |
| Single Trigger: if awards not assumed, continued, or substituted | N/A | N/A | N/A | Time-based equity fully accelerates at sale event |
- Clawback: Compensation Recovery Policy (executives subject to Section 16) to recoup erroneously awarded cash bonuses and performance equity tied to restated results; aligned with NYSE Rule 10D-1 .
- Insider filings: one late Form 4 reported for Mulroy in 2024 per Section 16(a) disclosures .
Compensation Structure vs. Performance
Multi-year Compensation (NEO Summary)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 408,116 | 3,499,982 | — | 442,438 | 17,176 | 4,367,712 |
| 2023 | 284,615 | 2,849,997 | 1,249,998 | 280,940 (prorated) | 13,964 | 4,679,514 |
- FY2024 incentive metrics tied to ARR growth (50%), Adjusted EBITDA margin (20%), and individual objectives (30%), with CFO receiving above-100% credit on individual goals for acquisition efficiency contributions .
- Long-term equity mix in 2024: RSUs (80%) and PSUs (20%) for CFO, with PSUs tied to relative TSR vs. Russell 2000 over 3 years; no stock options granted in 2024 .
Compensation Peer Group and Governance
- Peer group used for benchmarking FY2024: 17 SaaS companies including AMPL, APPN, BIGC, BL, BRZE, CXM, DOCN, DOMO, EXFY, FRSH, MNDY, OLO, SMWB, SQSP, SPT, YEXT, ZUO .
- Policies: share ownership retention, compensation risk assessment, independent compensation consultant (Compensia), no hedging or pledging, no tax gross-ups, and robust clawback policy .
Investment Implications
- Pay-for-performance alignment: CFO’s annual incentive anchored to ARR growth and margin expansion; 2024 outcomes show balanced growth and profitability delivery, with above-target individual objectives tied to acquisitions and efficiencies .
- Retention and overhang: Significant unvested RSUs (222,929) and PSUs (55,732) create ongoing retention hooks but also potential supply as tranches vest; options are largely out-year expirations, with double-trigger acceleration under change-of-control raising deal-related overhang considerations .
- Alignment and risk controls: Ownership guidelines met, anti-pledging/hedging enforced, and change-of-control terms are double-trigger for cash and time-based equity when assumed; absence of tax gross-ups lowers governance risk, while a 2024 late Form 4 is a minor compliance blemish .
- Performance trajectory: With 2024 revenue and ARR both +22% and non-GAAP operating margin at 12.2%, CFO incentives are levered to sustaining profitable growth; PSU design ties 3-year vesting to relative TSR, reinforcing long-term alignment with shareholders .