Keith Swiniarski
About Keith Swiniarski
Keith Swiniarski, age 47, is Skillsoft’s Corporate Controller and principal accounting officer (appointed June 5, 2025) and continues to serve as VP, Finance, overseeing global accounting, SEC reporting, payroll, systems, and internal controls . He brings 20+ years in accounting and 15+ years leading finance functions across private and public companies, with prior leadership roles at West Marine, Hollander Sleep Products, Tyco/ADT, and an early career at a Big 4 firm . Company context: FY2025 GAAP revenue was $531M (vs. $553M prior year), GAAP net loss improved to $122M (from $349M), and non-GAAP Adjusted EBITDA rose to $109M with a 21% margin; cumulative TSR value in the pay-versus-performance table rose from $36 to $78 over the measured periods .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Skillsoft | VP, Finance; Corporate Controller & Principal Accounting Officer | VP Finance: Feb 2023–present; Controller: effective Jun 5, 2025 | Oversight of global accounting and consolidations, SEC reporting, payroll, accounting systems, and internal controls |
| West Marine | Vice President, Controller | Jan 2021–Feb 2023 | Led accounting, tax, and shared services (AR/AP) functions |
| Hollander Sleep Products LLC | VP, Accounting and FP&A | Oct 2015–Dec 2020 | Led accounting and FP&A; manufacturer in U.S./Canada |
| Tyco International / ADT | Senior accounting roles | Not disclosed | Senior accounting leadership (dates not provided) |
| Big 4 public accounting firm | Early career | Not disclosed | Foundation in public accounting |
External Roles
- None disclosed in SEC filings for Skillsoft .
Fixed Compensation
| Component | Amount | Terms | Effective Date |
|---|---|---|---|
| Base salary | $325,000 | Increased upon promotion to Corporate Controller/principal accounting officer | Jun 5, 2025 |
| Target annual bonus % | 30% of base salary | Target unchanged; specific performance metrics for Keith not disclosed | Jun 5, 2025 |
Performance Compensation
Annual Cash Incentive Program (Company FY2025 structure – corporate NEOs)
| Metric | Weighting | Target | Actual | Payout % | Vesting/Payment |
|---|---|---|---|---|---|
| GAAP Revenue | 40% (corporate officers) | $546.7M | $531.0M | 71% | Annual cash payout per CIP |
| Adjusted EBITDA (compensation definition) | 60% (corporate officers) | $110.0M | $110.4M | 104% | Annual cash payout per CIP |
| H2 TDS Operating Metric | Not applicable to corporate officers | N/A | N/A | N/A | N/A (applies to TDS business leader) |
Notes:
- Fiscal 2025 Adjusted EBITDA for compensation was adjusted upward by ~$1.3M for a non-recurring expense related to a discretionary non-executive employee reward pool .
- The plan protection provision (to maintain ≥$110M Adjusted EBITDA) was not triggered .
Equity Awards (Keith Swiniarski)
| Award Type | Grant Date | Units | Vesting | Notes |
|---|---|---|---|---|
| RSUs | Jun 5, 2025 | 2,500 | Annually over four years, vesting commencement date July 1, 2025 | Granted upon promotion; subject to continued employment through each vest |
Equity Ownership & Alignment
- Beneficial ownership (personal holdings) for Keith is not disclosed in the proxy’s ownership table; only NEOs and directors are listed .
- RSU grant equals 2,500 units; relative to 8,482,641 shares outstanding on May 19, 2025, that is ~0.029% of common shares on that date (2,500 ÷ 8,482,641) .
- Hedging and pledging prohibited: Insider Trading Policy bans short sales, options on company securities, pledging/margin accounts, and hedging transactions; also prohibits standing/limit orders outside tight windows unless under Rule 10b5-1 plans .
- Clawback oversight: The Compensation Committee oversees the clawback policy; details not disclosed in the proxy .
Employment Terms
| Term | Detail |
|---|---|
| Appointment | Corporate Controller & principal accounting officer effective June 5, 2025; continues as VP, Finance |
| Reporting/Family/Related Party | No arrangement/understanding for appointment; no family relationship with directors/executives; no related party transactions disclosed or proposed |
| Severance/Change-in-Control | Not disclosed for Keith (severance terms disclosed for CEO/CFO, but not for Corporate Controller) – |
| Non-compete/Non-solicit | Not disclosed for Keith; company-level restrictive covenants appear in other executive agreements (e.g., CFO), but not specific to Keith – |
| Insider policy | Strict prohibitions on hedging/pledging; trading windows/blackouts per Insider Trading Policy (filed as 19.1 to 2025 Form 10-K) |
Investment Implications
- Retention and alignment: Four-year RSU vesting cadence is a retention lever and aligns compensation with long-term equity value; company policy prohibiting hedging/pledging supports alignment and reduces governance risk .
- Cash incentive linkage: Company-wide FY2025 CIP emphasized revenue and Adjusted EBITDA (with plan protection), reinforcing pay-for-performance; while Keith’s specific metrics aren’t disclosed, his bonus structure is tied to company performance frameworks .
- Insider selling pressure: Newly granted RSUs vest annually beginning July 1, 2025, suggesting limited near-term selling pressure; no Form 4 transactions or pledging disclosed for Keith at appointment, and pledging is prohibited .
- Governance and risk: No related party transactions, no appointment arrangements, and clawback oversight indicate sound governance; performance mix skewed to service-based RSUs (vs. options/PSUs) lowers risk of underwater awards but may reduce direct high-beta equity incentives .
Overall, Keith’s compensation is modest relative to NEOs, structured with a 30% target bonus and a 2,500 RSU grant vesting over four years, balanced by strong insider-trading/hedging prohibitions—pointing to low retention risk and clean alignment with company performance and governance standards .