David Mason
About David Mason
David Mason, 49, serves as Chief Legal Officer and Secretary at Semrush (SEMR) since October 2022; previously General Counsel and Secretary at EverQuote (2013–2022), Deputy General Counsel at Kayak (2011–2014), and associate at Bingham McCutchen (now Morgan Lewis). He holds a JD from Boston College and a BBA from UMass Amherst . During his tenure, Semrush delivered 22% revenue growth in FY2024 to $376.8M, improved GAAP operating margin to 2.2%, generated $47.0M operating cash flow and $35.3M free cash flow . Company TSR since 12/31/2021 measured at $56.98 per $100 by 12/31/2024; net income improved to $7.4M in FY2024, underscoring operational execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Semrush | Chief Legal Officer & Secretary | Oct 2022–present | Leads legal, governance, SEC compliance for NYSE-listed SaaS platform |
| EverQuote (NASDAQ: EVER) | General Counsel & Secretary | 2013–2022 | Oversaw public company legal, disclosures, risk management |
| Kayak (NYSE: KYAK) | Deputy General Counsel | 2011–2014 | Supported corporate legal and public company compliance |
| Bingham McCutchen (now Morgan Lewis) | Associate | Not disclosed | Early career law firm training; corporate and securities exposure |
External Roles
No external public company board roles or committee positions disclosed for Mason .
Company Performance During Mason’s Tenure
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD Millions) | $254.3 | $307.7 | $376.8 |
| Net Income (Loss) ($USD Thousands) | $(33,848) | $950 | $7,375 |
| GAAP Operating Margin (%) | (2.5)% | (2.5)% | 2.2% |
| Free Cash Flow ($USD Millions) | Not disclosed | $0.3 | $35.3 |
| TSR ($100 initial at 12/31/2021) | $39.04 | $65.52 | $56.98 |
Fixed Compensation
- Mason is not a Named Executive Officer (NEO) for FY2024; individual base salary and cash compensation are not disclosed in the proxy .
- Company framework: NEO base salary review annually; FY2024 increases up to 4.8% (CEO took $0 salary) . Executive benefits are standard employee programs; no broad/excessive perquisites .
Performance Compensation
Company’s FY2024 senior executive cash incentive framework (applies to executives; Mason’s individual participation not disclosed):
| Metric | Weighting | Target | Actual (Adj.) | Payout Basis |
|---|---|---|---|---|
| ARR Growth | 50% | 21% | 22%; adjusted to 68.5% of target for payout | Linear to 200% cap |
| Adjusted EBITDA Margin | 20% | 13.9% | 13.7%; adjusted to 131.9% of target for payout | Linear to 200% cap |
| Individual Objectives | 30% | Set per executive | Committee discretion; max 200% | Linear to 200% cap |
Long-term equity design for executives (FY2024):
- RSUs vest over 3 years (1-year cliff, then quarterly) .
- PSUs vest based on 3-year relative TSR vs Russell 2000 (25th/50th/75th percentile → 50%/100%/200% payout) .
- No stock options granted to NEOs in FY2024; shift to RSU/PSU mix .
Equity Ownership & Alignment
- Share Ownership Retention Policy: Section 16 officers must hold ≥1x base salary; directors 3x cash retainer; CEO 5x salary, by the later of Dec 31, 2024 or 5 years from becoming covered. Company states each officer and director met policy obligations as of Dec 31, 2024 .
- Anti-hedging and anti-pledging: Hedging and pledging of company stock are prohibited; margin accounts not permitted to avoid forced sales on MNPI .
- Clawback: NYSE Rule 10D-1 compliant clawback for Section 16 officers covering cash bonuses and performance equity upon restatement due to misconduct; separate Sarbanes-Oxley 304 reimbursement obligations for CEO/CFO .
- Beneficial ownership for Mason (shares/derivatives) not individually disclosed; group totals include all executive officers and directors, but Mason is not enumerated in named entries .
Employment Terms
- Mason’s employment agreement, severance, non-compete/non-solicit terms are not disclosed. Company-wide practices for NEOs include “double-trigger” vesting for time-based awards on change-of-control when awards are assumed and termination occurs within 3 months prior/12 months after; “single-trigger” if awards are not assumed, plus specified cash severance multiples and COBRA—illustrative terms are provided for other executives (CEO/CFO/CMO), but not Mason .
- Insider trading policy governs trading windows and compliance; anti-pledging/hedging enforced .
Governance, Peer Benchmarking, and Shareholder Signals
- Compensation peer group (17 SaaS peers) used for market pay analysis: AMPL, APPN, BIGC, BL, BRZE, CXM, DOCN, DOMO, EXFY, FRSH, MNDY, OLO, SMWB, SQSP, SPT, YEXT, ZUO .
- Say-on-pay: Stockholders approved NEO compensation on a non-binding basis at 2025 AGM (For: 249,497,414; Against: 648,506; Abstain: 57,402; broker non-votes: 48,514,419) .
- Section 16 compliance: Proxy lists certain late Form 4s (Shchegolev, Mulroy, SEMR Holdings Limited, Warden); Mason not listed among late filers .
Risk Indicators & Red Flags
- No hedging/pledging allowed, reducing alignment risk .
- No excise tax gross-ups; no guaranteed short-term incentives; limited perquisites—shareholder-friendly constructs .
- Clawback policy and double-trigger vesting mitigate windfall risk and promote pay-for-performance .
- Related-party transaction oversight by audit committee; no Mason-specific related-party transactions disclosed .
Investment Implications
- Compensation alignment: Executive incentives are tied to ARR growth and adjusted EBITDA margin plus multi-year relative TSR PSUs, supporting durable value creation; Mason’s compensation specifics are not disclosed, but as CLO and Section 16 officer he is subject to stringent ownership and clawback policies—positive for alignment and risk control .
- Retention/pressure: With RSU/PSU-heavy programs and ownership requirements, periodic vesting could lead to routine Form 4 sales; monitor Mason’s filings for any pattern signaling insider sentiment. No pledging permitted, lowering forced-sale risk .
- Execution track record: Under Mason’s tenure, Semrush delivered strong revenue growth and margin improvement with positive free cash flow, while shareholders approved say-on-pay—supportive backdrop for governance quality and compensation credibility .