John Frederick
About John Frederick
John Frederick, 61, was appointed Chief Financial Officer of Skillsoft on May 15, 2025, after serving as Chief Transformation Officer since August 7, 2024; he previously was Skillsoft’s Chief Administrative Officer (2018–2021) and CEO of SumTotal Systems LLC (2019–2021), and held CFO roles at Indigo Ag, Avid Technology, and Open Solutions, among others . He has served on the Board of SenSanna, Inc. since August 2016 . Company performance context: FY2025 GAAP revenue was $531 million (vs. $553 million prior year), GAAP net loss was $121.9 million (vs. $349.3 million prior year), non-GAAP Adjusted EBITDA was $109 million (vs. $105 million), and cumulative TSR value of a fixed $100 investment was $78 (vs. $36 prior year) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Skillsoft | Chief Financial Officer | Appointed May 15, 2025 | Oversees finance organization; signed amended and restated offer letter terms |
| Skillsoft | Chief Transformation Officer | Aug 7, 2024–May 15, 2025 | Oversaw business planning and strategy implementation to drive growth, competitiveness, and efficiency |
| Skillsoft | Chief Administrative Officer | Nov 2018–Jun 2021 | Led transformation efforts; oversaw finance team |
| SumTotal Systems LLC (Skillsoft subsidiary) | Chief Executive Officer | Sep 2019–Jun 2021 | Led operations; part of broader company transformation |
| Indigo Ag | Global Head of Carbon Commercial Operations; CFO; Advisor | Mar–Sep 2021 (Advisor), Sep 2021–Feb 2024 (exec roles) | Helped scale business, reduced core costs, deleveraged balance sheet |
| Avid Technology, Inc. | Chief Financial Officer | Not disclosed | Senior finance leadership (years not disclosed) |
| Open Solutions, Inc. | Chief Financial Officer | Not disclosed | Senior finance leadership (years not disclosed) |
| SnagAJob.com | Chief Operating & Financial Officer | Not disclosed | Led operations and finance for high-traffic platform (years not disclosed) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SenSanna, Inc. | Director | Since Aug 2016 | Early-stage sensor technology board service |
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Base Salary | $500,000 annually (effective May 15, 2025) | |
| Target Annual Bonus | 75% of base salary under executive annual cash bonus program | |
| Transition Bonus | $200,000 total; $100,000 payable shortly after May 15, 2025 and $100,000 payable shortly after first anniversary; subject to clawback if resign without Good Reason or terminated for Cause before first anniversary; accelerates if terminated without Cause or resigns for Good Reason before payment date(s) | |
| Legal Fee Reimbursement | Up to $25,000 for negotiating/reviewing offer letter, with substantiation | |
| Benefits | Eligibility for executive benefits, including executive physical and PTO, consistent with other senior executives |
Performance Compensation
Long-Term Equity Awards (Grant on May 16, 2025)
| Award Type | Grant Date | Number of Units | Vesting | Performance Basis |
|---|---|---|---|---|
| RSUs (time-based) | May 16, 2025 | 17,500 | Vests ratably on each of the first four anniversaries of June 1, 2025, subject to continued employment | N/A (time-based) |
| PSUs (time/performance-based) | May 16, 2025 | 17,500 | Vesting contingent on time and performance conditions no less favorable than those for CEO direct reports in FY2026 cycle | Company performance metrics; aligns with executive PSU framework |
| Plan Reference | — | — | Awards under 2020 Omnibus Incentive Plan | Performance conditions may include revenue growth, EBITDA, TSR, cash flow, margins, etc. (plan enumerated metrics) |
Annual Cash Incentive Program (CIP) Design – FY2025 Reference
Company-set FY2025 CIP targets for corporate NEOs (PEO, CFO) were split between GAAP Revenue and non-GAAP Adjusted EBITDA; business unit NEOs had an additional H2 TDS operating metric. Actual performance and payouts were as follows:
| Measure | Weight (Corporate NEOs) | Threshold (50%) | Target (100%) | Over (150%) | Max (200%) | Actual FY2025 | Payout % |
|---|---|---|---|---|---|---|---|
| GAAP Revenue ($mm) | 40% | 519.0 | 546.7 | 574.0 | 601.3 | 531.0 | 71% |
| Adjusted EBITDA ($mm) | 60% | 110.0 | 110.0 | 115.5 | 121.0 | 110.4 | 104% |
| H2 TDS Operating Metric ($mm) | 0% (corporate NEOs) | 87.5 | 92.1 | 96.7 | 101.3 | 92.2 | 101% |
Note: FY2025 CIP applied to executives in role during that fiscal year (e.g., CFO Richard Walker); Frederick’s FY2026 bonus eligibility is at 75% target per offer letter .
Equity Ownership & Alignment
- 2025 equity award: 35,000 RSUs/PSUs (50% time-based, 50% performance-based) under the 2020 Plan, aligning pay with multi-year performance and retention via four-year vesting cadence .
- Pledging/Hedging: Company prohibits pledging, hypothecation, and hedging of company securities; short sales and certain option transactions are banned under Insider Trading Policy .
- As of May 19, 2025, none of directors or officers had shares pledged as collateral; beneficial ownership table shows group totals include Mr. Frederick (individual holdings not separately enumerated) .
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Employment Start Date | CFO effective May 15, 2025 | |
| Severance (Non-CIC) | If terminated without Cause or resigns for Good Reason: 12 months base salary continuation; 12 months of COBRA premium coverage; prior-year earned but unpaid annual bonus | |
| Change-in-Control Severance | If terminated without Cause or resigns for Good Reason within 3 months prior to or 12 months following a CIC: 12 months base (lump sum if post-CIC); 12 months COBRA premiums; prior-year bonus; pro-rata bonus for year of termination at no less than target; full-year bonus at no less than target; accelerated vesting of all outstanding equity awards | |
| Equity Vesting Protections | CIC accelerates all outstanding equity; time-based RSUs/PSUs subject to acceleration under CIC terms | |
| Clawback/Recoupment | Compensation Committee oversees clawback policy | |
| Section 280G (Excise Tax) | Cutback to avoid 4999 excise tax if cutback yields higher net than paying excise | |
| Restrictive Covenants | Confidentiality; invention assignment; non-solicit customers/employees (12 months post-termination); non-compete for 12 months post-termination if resign without Good Reason or terminated for Cause; geographic scope tied to states/counties of business activity | |
| Arbitration | Mutual arbitration agreement with class/collective action waiver; PAGA individual action requirement | |
| At-Will Employment | Terminable by either party; 30 days’ notice by employee |
Investment Implications
- Pay-for-performance alignment: 50% of Frederick’s initial equity award is performance-based (PSUs) and future bonuses target 75% of salary; company’s CIP centers on revenue and Adjusted EBITDA, directly linking executive payouts to top-line and profitability outcomes .
- Vesting cadence and potential selling windows: Time-based RSUs vest annually on each of the first four anniversaries of June 1, 2025, creating predictable liquidity events; insider trading policy and blackout windows will govern trading flexibility, reducing opportunistic sale risk .
- Retention and mobility constraints: A $200,000 transition bonus is subject to clawback if Frederick departs before one year; severance provides 12 months cash and benefits, and non-compete/non-solicit covenants apply for 12 months—together signaling retention incentives and reduced immediate exit risk .
- Change-in-control economics: CIC terms add pro-rata and full-year bonuses at no less than target plus full equity acceleration, which can be value-accretive to the executive and dilutive to existing shareholders in a transaction; 280G cutback mitigates excise tax leakage (no tax gross-up) .
- Governance/hedging risk: Prohibition of pledging and hedging plus board oversight of clawback policy reduce alignment red flags commonly associated with executive liquidity management .
- Performance backdrop: FY2025 saw revenue down year-over-year but improved Adjusted EBITDA and materially reduced GAAP net loss; TSR improved versus the prior year’s baseline, providing a platform for Frederick’s finance execution focus on profitable growth and free cash flow .
Say-On-Pay & Shareholder Feedback
- 2025 was the first year Skillsoft conducted Say-On-Pay and Say-On-Frequency proposals; the Board recommended an annual Say-On-Pay vote cadence to maximize feedback and governance responsiveness .