Eugene Levin
About Eugene Levin
Eugene Levin is President of Semrush (since June 2022) and previously served as Chief Strategy and Corporate Development Officer (March 2016–June 2022). He is 37 and holds a master’s degree in Information Technology from Saint Petersburg State Polytechnical University . His 2024 individual objectives centered on identifying and executing strategic acquisitions and investments, contributing to a year marked by 22% revenue growth, 22% ARR growth, and a step-up in non-GAAP operating margin to 12.2% . Company TSR measured from December 31, 2021 stood at $56.98 per $100 investment as of year-end 2024 (peer group $109.30), framing multi-year equity performance context for PSU design .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Semrush | President | June 2022–present | Leads growth initiatives; M&A execution focus |
| Semrush | Chief Strategy & Corporate Dev. Officer | Mar 2016–Jun 2022 | Strategy, corporate development, M&A groundwork |
| Target Global (VC) | Investment Director | Mar 2016–Mar 2017 | Venture investing; external deal flow insights |
| Target Global (VC) | Partner | Nov 2014–Mar 2016 | Investment leadership |
| AggroStudios | Co-Founder & Head of Marketing | Sep 2013–Nov 2014 | Product/marketing build-up |
| Foresight Ventures | Partner | Not disclosed | Venture experience |
| Cloudmach Inc. | Senior Systems Analyst | Not disclosed | Technical foundation |
External Roles
No public company board roles disclosed for Levin .
Company Performance Context (for pay-for-performance alignment)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($mm) | $254.3 | $307.7 | $376.8 |
| ARR ($mm, Dec 31) | — | $337.1 | $411.6 |
| Non-GAAP Operating Margin (%) | (6.2)% | 3.8% | 12.2% |
| TSR (Value of $100 investment since 12/31/2021) | $39.04 | $65.52 | $56.98 |
Fixed Compensation
| Element | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $341,154 | $370,481 | $383,116 |
| Target Bonus (% of Base) | Not disclosed | Not disclosed | 100% |
| Actual Cash Incentive ($) | $110,067 | $361,406 | $348,864 |
| All Other Compensation ($) | $8,772 | $5,465 | $19,042 |
Notes:
- All other compensation consists of 401(k) match and company-paid life insurance for 2024; prior years include parking benefits where applicable .
- 2024 base salary set at $385,000 in CD&A, with Summary Comp reflecting paid amount $383,116; per policy, base salaries were adjusted March 1, 2024 .
Performance Compensation
Annual Cash Incentive Framework (FY 2024)
| Metric | Weighting (%) | Target | Actual (Adjusted for M&A) | Payout vs Target (%) |
|---|---|---|---|---|
| ARR Growth | 50% | 21% | 22% actual; assessed at 68.5% of target | 68.5% |
| Adjusted EBITDA Margin | 20% | 13.9% | 13.7% actual; assessed at 131.9% of target | 131.9% |
| Individual Objectives | 30% | Role-specific | M&A execution focus | Committee discretion (capped at 200%) |
Result: Levin’s FY 2024 cash incentive paid $348,864 (90.6% of base) under this framework .
2024 Long-Term Equity Awards
| Award | Grant Date | Approved Target Value ($) | Units | Vesting |
|---|---|---|---|---|
| RSUs | 3/1/2024 | Part of $3,000,000 package | 191,082 RSUs | 33% on 3/1/2025; remainder in equal quarterly installments over 24 months (12.5% per quarter) |
| PSUs (Relative TSR) | 3/1/2024 | Part of $3,000,000 package | 47,770 target PSUs | 3-year performance period (1/1/2024–12/31/2026); payout vs Russell 2000 percentile: 25th=50%, 50th=100%, 75th=200%; linear interpolation; certified post-period |
PSU Performance Scale:
| Relative TSR Percentile (vs Russell 2000) | Payout (% of Target) |
|---|---|
| 25th | 50% |
| 50th | 100% |
| 75th | 200% (max) |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership | 375,779 Class A shares, 1,149,408 Class B shares; plus 172,518 Class A options exercisable within 60 days and 9,406 RSUs vesting within 60 days |
| Ownership as % outstanding | Class A: <1%; Class B: 5.5%; Total voting power: 3.6% |
| Outstanding equity (12/31/2024) | Unvested RSUs: 191,082; Unvested PSUs (2024 grant): 47,770; Options: 111,408 (2019, $1.23), 63,439 (2022, $11.96), 79,414 (2023, $9.78) exercisable; plus unexercisable tranches per grant |
| In-the-money options (12/31/2024 close $11.88) | 2019: ~$1,186,495 (11.88–1.23)*111,408 ; 2023: ~$166,769 (11.88–9.78)*79,414 ; 2022: out-of-the-money (11.88–11.96) |
| Stock ownership guidelines | Covered Section 16 officers must hold ≥1x base salary by the later of 12/31/2024 or 5 years from becoming subject; company states officers/directors own sufficient shares as of 12/31/2024 |
| Hedging/pledging | Prohibited by Insider Trading Policy (no hedging, no pledging/margin) |
| Clawback | Compensation Recovery Policy covering executive cash bonuses and performance equity upon restatements due to intentional misconduct; NYSE Rule 10D-1 compliant |
| 2024 liquidity events | Exercised 628,928 options (value realized $8,378,862); 50,166 shares vested from stock awards (value realized $695,990) |
Vesting Schedules and Dates (key forward overhang)
- 2024 RSUs: 33% cliff on 3/1/2025, then 12.5% quarterly through 3/1/2027 .
- 2024 PSUs: performance period ends 12/31/2026; payout certified within 60 days of period end .
- Options: expirations 7/31/2029 ($1.23), 4/1/2032 ($11.96), 4/21/2033 ($9.78) .
Employment Terms
| Item | Eugene Levin |
|---|---|
| Employment start in current role | President since June 2022 |
| Employment agreement | Voluntarily elected not to enter into an employment agreement; no contractual cash severance (except equity award terms) |
| Change-in-control equity treatment | Time-based awards: double-trigger acceleration (if assumed) or single-trigger if not assumed; PSUs (2024 grants): Plan Administrator determines performance as of sale event and vests earned portion |
| Potential payments (as of 12/31/2024) | CIC termination: Equity acceleration $7,967,144; COBRA $24,872; no cash severance . Non-CIC termination: COBRA $12,436; no cash severance . Death: Equity acceleration $7,967,144 |
| Non-compete / non-solicit | Not disclosed |
| Perquisites | Eligibility for standard benefits; 2024 includes 401(k) matching and company-paid life insurance |
| Tax gross-ups | None (no excise tax or other gross-ups) |
Option Awards Detail (as of 12/31/2024)
| Grant Date | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| 7/31/2019 | 111,408 | — | $1.23 | 7/31/2029 |
| 4/1/2022 | 63,439 | 32,102 | $11.96 | 4/1/2032 |
| 4/21/2023 | 79,414 | 111,668 | $9.78 | 4/21/2033 |
2024 Grants and Outstanding Equity (Levin)
| Award | Grant Date | Units | Notes |
|---|---|---|---|
| RSUs | 3/1/2024 | 191,082 | 33% vest at 1-year; 12.5% quarterly over 24 months |
| PSUs (TSR) | 3/1/2024 | 47,770 target | Russell 2000-relative TSR; 3-year performance |
| Prior RSUs/PSUs | Apr 2022/Apr 2023 | Various | Outstanding and unearned award counts detailed |
Compensation Structure and Trends
- Mix shift to RSUs/PSUs: In 2024, Semrush ceased granting stock options to NEOs, awarding 80% RSUs and 20% PSUs to non-CEO NEOs; Levin received RSUs and PSUs only, indicating lower-risk equity design aligned with retention and market-based outcomes .
- Market benchmarking: Committee targets ~50th percentile of peer group total direct compensation and uses Compensia for independent advice; peer set comprises 17 SaaS companies (e.g., BRZE, FRSH, SQSP, DOCN) .
- Pay-for-performance mechanics: Annual bonus metrics tied to ARR growth, Adjusted EBITDA margin, and individual objectives; PSUs tied to relative TSR vs Russell 2000 with linear payout .
Risk Indicators & Governance
- Hedging/pledging prohibited; insider trading policy restricts derivatives, margin and pledges, mitigating alignment risk .
- Clawback compliant with NYSE Rule 10D-1; recovery for restatements due to intentional misconduct .
- Related party transactions: No Levin-specific related party transactions disclosed; Section 16 filing timeliness issues noted for other individuals, not for Levin .
Investment Implications
- Alignment and retention: Levin’s sizable 2024 equity package ($3.0m target value; 191,082 RSUs and 47,770 PSUs) plus double-trigger change-in-control equity acceleration (but no cash severance) indicate alignment to performance and potential retention via vesting through 2026–2027 .
- Selling pressure windows: RSU cliff on 3/1/2025 and quarterly vesting thereafter through 2027, combined with 2024 option exercises (628,928 shares; $8.38m realized), suggests periodic supply events; monitor Form 4s around vest dates and blackout windows .
- Performance levers: Bonus metrics emphasize ARR growth and profitability (Adjusted EBITDA margin); continued execution on M&A and integration is embedded in Levin’s objectives, aligning with 2024 acquisitions and improved FCF/operating margin trajectory .
- Governance quality: Ownership guidelines compliance, anti-hedging/pledging, and robust clawback reduce agency risk; absence of tax gross-ups and limited perquisites are shareholder-friendly .