Oleg Shchegolev
About Oleg Shchegolev
Co‑founder of Semrush; currently Chief Technology Officer (effective March 10, 2025) and Director (since October 2012). Previously served as Chief Executive Officer from October 2012 to March 10, 2025. Age 44; Master of Science in Computer Science, St. Petersburg State Polytechnic University . Under his 2024 CEO tenure, Semrush grew revenue 22% to $376.8M and ARR 22% to $411.6M, expanded GAAP operating margin to 2.2%, and generated $35.3M in free cash flow . Reported pay‑versus‑performance TSR (cumulative from 12/31/2021) was $56.98 on a $100 initial investment for 2024, alongside revenue of $376.8M and net income of $7.375M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Semrush | Chief Executive Officer | 2012–Mar 10, 2025 | Led scaling to $376.8M revenue in 2024 with ARR +22% and margin improvements . |
| Semrush | Chief Technology Officer | Mar 10, 2025–Present | Transitioned from CEO to CTO to focus on product/technology leadership . |
External Roles
- None disclosed in company filings for Oleg Shchegolev .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | — | — | — |
| Cash Bonus Paid ($) | — | — | — |
| Other Compensation ($) | 10,359 | 9,120 | 770 |
| Total Reported Compensation ($) | 6,010,359 | 4,353,345 | 8,000,762 |
Notes:
- Elected not to receive base salary or annual cash incentive in 2024 (and prior years in table) .
Performance Compensation
- 2024 long‑term equity mix for CEO: 50% RSUs and 50% PSUs (relative TSR vs Russell 2000 over 1/1/2024–12/31/2026) .
| Instrument | Grant Date | Units/Target | Metric | Weighting | Performance Scale | Vesting |
|---|---|---|---|---|---|---|
| RSU | 3/1/2024 | 318,471 | Time-based | 50% of LTI value | N/A | 33% at 1‑yr cliff, then quarterly over next 24 months |
| PSU | 3/1/2024 | 318,471 target | Relative TSR vs Russell 2000 | 50% of LTI value | 25th pct=50%, 50th=100%, 75th=200% payout | Cliff at end of 3‑yr period (1/1/2024–12/31/2026); linear payout by percentile |
Company annual cash plan metrics used for other NEOs in 2024 (CEO opted out): ARR Growth (50%), Adjusted EBITDA Margin (20%), Individual Objectives (30%); targets: ARR 21%, Adj. EBITDA Margin 13.9%; assessed payouts vs target: ARR 68.5%, Margin 131.9% .
2024 actual stock vested for Oleg: 125,418 shares; value realized on vesting $1,740,018 .
Equity Ownership & Alignment
| Ownership (as of 3/31/2025) | Class A Shares | % of Class A | Class B Shares | % of Class B | Total Voting Power |
|---|---|---|---|---|---|
| Oleg Shchegolev (direct and indirect) | 39,808,515 | 31.3% | 12,082,415 | 57.5% | 47.6% |
- Structure: Significant holdings via trusts (e.g., The Oleg Shchegolev Irrevocable Non‑Exempt Trust of 2020; Shchegolev Holdings, LLC) in addition to personal holdings; may be deemed beneficial owner of trust‑held shares .
- Dual‑class voting: Class B shares carry 10 votes per share; Class A carry 1 vote per share .
- Ownership guidelines: CEO required 5× salary; company notes Shchegolev is largest stockholder and officers/directors own sufficient shares under policy .
- Anti‑hedging/pledging: Company prohibits hedging and pledging; margin use also prohibited .
Outstanding awards and vesting overhang (12/31/2024):
- Unvested RSUs: 47,032 (2022 grant), 156,772 (2023), 318,471 (2024) .
- Unearned PSUs: 250,836 (2022 PSU; 2025 performance end), 318,471 (2024 PSU; 2026 performance end) .
- Options outstanding:
- 2022 grant: 158,599 exercisable / 80,254 unexercisable @ $11.96, exp. 4/1/2032 .
- 2023 grant: 198,535 exercisable / 279,172 unexercisable @ $7.93, exp. 4/1/2033 .
- At 12/31/2024 close $11.88, 2022 options were slightly out‑of‑the‑money; 2023 options were in‑the‑money .
Employment Terms
- Base severance (no change in control): If resigned for good reason or terminated without cause, severance equals 12 months base salary (paid in installments) plus COBRA up to 12 months; because base salary was $0, cash severance amount is $0; COBRA illustrative table shows $15,172 .
- Change‑in‑control (double trigger, within 3 months before or 12 months after): 150% of base salary in lump sum (equals $0 given base = $0), target bonus (100%) in lump sum, COBRA up to 18 months, and 100% acceleration of time‑based equity if assumed; if not assumed, time‑based equity accelerates at close .
- Potential payouts (12/31/2024 basis): Equity acceleration $14,717,360; COBRA $22,758; cash severance $— (reflects $0 salary) for CIC‑related termination .
- Clawback: Executive cash and performance‑based equity subject to recovery consistent with SEC/NYSE; adopted Oct 2023 .
- Insider trading policy: Comprehensive, with anti‑hedging/pledging; filed as 10‑K exhibit .
Board Governance
- Board service: Director since Oct 2012; previously Chair; currently employee director (not independent) .
- Committees: None (employee director; all committees fully independent) .
- Leadership structure: Roles of Chair (independent) and CEO separated; after March 10, 2025 CEO is William Wagner; Chair is independent director Mark Vranesh .
- Attendance: Board held 9 meetings in 2024; each director attended at least 75% of meetings and committees on which they served .
- Independence: Majority independent; only Wagner, Shchegolev, Melnikov are non‑independent .
- Executive sessions: Regular sessions of non‑management directors; Chair presides .
Director Compensation (as Director)
- Non‑employee director compensation policy detailed (cash retainers and equity); Oleg is an employee director and not eligible for non‑employee director fees .
Compensation Committee Analysis
- Committee composition (independent): Steven Aldrich (Chair), Dylan Pearce, Trynka Shineman Blake; Wagner stepped down upon becoming CEO .
- Consultant: Compensia retained; no conflicts, independent .
- Peer group used for benchmarking (SaaS comps incl. AMPL, APPN, DOCN, BRZE, FRSH, SQSP, SPT, YEXT, ZUO, etc.) .
- Program features: Pay‑for‑performance focus, double‑trigger CIC equity, no hedging/pledging, no excise tax gross‑ups, clawback policy .
Compensation Structure Trends
- Shift away from stock options in 2024 in favor of RSUs and PSUs to balance retention and performance linkage; RSUs vest over 3 years (1‑yr cliff, then quarterly) and PSUs tied to 3‑yr relative TSR vs Russell 2000 .
- CEO cash compensation de‑emphasized: $0 salary and no annual cash bonus in 2024, concentrating incentives in equity tied to long‑term outcomes .
Say‑on‑Pay & Shareholder Feedback
- First Say‑on‑Pay and Say‑on‑Frequency votes at 2025 annual meeting; Board recommends “1 YEAR” frequency .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (reduces misalignment risk) .
- No golden parachute tax gross‑ups; no excessive perquisites (CEO “other comp” minimal) .
- Concentrated voting control: Shchegolev has 47.6% total voting power via Class A/B and trusts (governance consideration) .
- Section 16 compliance: One late Form 4 for Shchegolev in 2024 disclosed among several insiders; corrected filings noted .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Revenue ($M) | 254.3 | 307.7 | 376.8 |
| ARR ($M, year‑end) | — | 337.1 | 411.6 |
| GAAP Op. Margin (%) | (2.5) | (2.5) | 2.2 |
| Free Cash Flow ($M) | — | 0.3 | 35.3 |
| TSR ($100 start 12/31/2021) | 39.04 | 65.52 | 56.98 |
Highlights:
- 2024: Revenue +22%, ARR +22%, non‑GAAP operating margin 12.2% (vs 3.8% in 2023), operating cash flow $47.0M; enterprise product traction and acquisitions broadened platform .
Additional Detailed Equity Snapshot (12/31/2024)
| Award | Exercisable | Unexercisable | Strike | Expiration |
|---|---|---|---|---|
| Stock Options (4/1/2022) | 158,599 | 80,254 | $11.96 | 4/1/2032 |
| Stock Options (3/1/2023) | 198,535 | 279,172 | $7.93 | 4/1/2033 |
| Unvested/Unearned Stock Awards | Shares |
|---|---|
| RSUs (2022) | 47,032 |
| RSUs (2023) | 156,772 |
| RSUs (2024) | 318,471 |
| PSUs (2022 grant; 2025 financial metrics) | 250,836 |
| PSUs (2024 grant; 2026 relative TSR) | 318,471 |
Board Service and Dual‑Role Implications
- Dual role history: CEO + Director from 2012–2025, and previously Chair; separation achieved with independent Chair (Vranesh) and new CEO (Wagner), reducing concentration of power concerns .
- Independence: As an employee director and significant stockholder, Shchegolev is not independent; he does not sit on audit, compensation, or nominating committees (all‑independent composition mitigates conflict risks) .
Investment Implications
- Alignment: Extremely high insider ownership (47.6% voting power) and 2024 pay mix heavily in long‑term equity (no cash salary/bonus), aligning incentives with multi‑year TSR and platform value creation .
- Overhang/pressure: Large unvested RSUs and PSUs create vesting overhang; initial 2024 RSU cliff in March 2025 and ongoing quarterly vesting may add incremental supply; 2023 options are in‑the‑money, while 2022 options were slightly OTM at 12/31/24 .
- Retention/CIC: Double‑trigger equity acceleration and minimal cash severance (given $0 base) concentrate CIC economics in equity; strong share‑ownership and anti‑hedging/pledging policy reduce misalignment risk .
- Governance: Dual‑class structure and founder control can insulate management from short‑term pressures but limit minority influence; recent leadership separation (independent Chair + external CEO) and all‑independent committees improve checks and balances .