Ronald Hovsepian
About Ronald Hovsepian
Ronald W. Hovsepian, age 64, is Chief Executive Officer and Executive Chair of Skillsoft, serving as interim principal executive officer and Executive Chair from April 16, 2024 and formally appointed CEO on September 4, 2024; he has been a director since June 2021 and holds a BS from Boston College . Fiscal 2025 GAAP revenue was $531 million vs. $553 million in the prior year, non-GAAP Adjusted EBITDA rose to $109 million from $105 million, and cumulative TSR for the two-year measurement period ending January 31, 2025 equated to $78 on a $100 initial investment, while GAAP net loss improved to $(121.9) million from $(349.3) million . He previously served on the Audit, Talent and Compensation, and Nominating and Governance Committees until April 2024 and is currently both CEO and Chair with an independent Lead Director structure in place .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Indigo Ag | Chief Executive Officer | Sep 2020–Jan 2024 | Led agtech operations; remained advisor post-CEO |
| Intralinks | President & CEO | 2011–2017 | Ran secure SaaS collaboration/VDR provider |
| Synchronoss Technologies | Chief Executive Officer | Jan–Apr 2017 | Led company post-acquisition of Intralinks |
| Novell | President & CEO; EVP, WW Field Ops | 2005–2011; started in 2003 | Led enterprise software operations |
| IBM | Various management/executive positions | ~16 years | Enterprise technology leadership experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Ansys Inc. (Nasdaq: ANSS) | Chairman (current); Lead Independent Director (prior) | Chairman since 2019; LID 2014–2019; non-exec Chair 2014–2016 | Global leader in engineering simulation |
| ValoHealth | Director (Chair for four years) | Since 2019 | Biotech/technology in drug discovery |
| Pegasystems Inc. (Nasdaq: PEGA) | Director | Jan 2019–Jun 2021 | Digital transformation software |
| Flagship Pioneering | Executive Partner | Since Oct 2018 | Venture capital in biotechnology/sustainability |
| ANN Inc. | Chairman | Prior | Retail leadership role |
Fixed Compensation
| Component | Amount/Term | Source |
|---|---|---|
| Base salary | $772,500 (effective April 16, 2024) | |
| Target annual bonus | 100% of base salary | |
| Sign-on bonus | $1,500,000 (one-time) | |
| FY2025 annual cash incentive paid | $702,975 | |
| Prorated director fees (pre-CEO) | $27,500 in FY2025 |
Performance Compensation
FY2025 Annual Cash Incentive Program (CIP)
| Metric | Weight | Threshold (50%) | Target (100%) | Over (150%) | Max (200%) | FY2025 Attainment | Payout % |
|---|---|---|---|---|---|---|---|
| GAAP Revenue | 40% (CEO) | $519.0m | $546.7m | $574.0m | $601.3m | $531.0m | 71% |
| Adjusted EBITDA | 60% (CEO) | $110.0m | $110.0m | $115.5m | $121.0m | $110.4m (adjusted +$1.3m) | 104% |
| Notes | — | — | — | — | — | CEO performance % certified at 91% |
Payouts followed linear scales and included a “plan protection provision” to maintain ≥$110m Adjusted EBITDA; this provision was not triggered .
Hovsepian Performance Award (VWAP-based)
| VWAP Hurdle | Earned Amount by 12/31/2028 | Enhanced Earned Amount if by 12/31/2026 | Status/Timing |
|---|---|---|---|
| $30.00 | $3,000,000 | $6,000,000 | “Full First Tranche” certified May 18, 2025; 50% vested May 18, 2025; 133,809 shares delivered May 19, 2025 (calc: $3,000,000 ÷ $22.42); remaining 50% scheduled to vest May 18, 2026 (cash or shares) |
| $40.00 | +$4,000,000 | — | Eligible through 12/31/2028; interpolated vesting rules on CoC |
| $50.00 | +$4,000,000 | — | Eligible through 12/31/2028 |
| $70.00 | +$2,000,000 | — | Eligible through 12/31/2028 |
| $100.00 | +$4,000,000 | — | Eligible through 12/31/2028 |
Award pays in cash or shares at the Board’s discretion within 30 days of vest; share counts use closing price on payment date; earned but unvested portions fully vest on a change-in-control, and unearned portions vest via interpolation for performance through the change-in-control .
Long-Term Equity Awards
| Grant Date | Type | Shares Granted | Vesting Schedule | Key Dates/Notes | Source |
|---|---|---|---|---|---|
| 10/04/2024 | RSUs (Initial) | 500,000 | Equal quarterly installments over 4 years; first installment vested at grant; next on 10/16/2024 and quarterly thereafter | Change-in-control acceleration: 18 months for Initial RSUs; 12 months for time-vesting awards granted after 9/4/2024 | |
| As of 1/31/2025 | Unvested RSUs (Initial) | 406,250 | Remaining tranches per schedule | Market value $12,187,500 (@$30.00) | |
| Prior board awards | Deferred RSUs | 1,080; 1,770; 3,750 | Vests on earlier of one year from grant or next annual meeting | Elected deferral until board service ends |
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership | 171,747 shares | 2.0% of 8,482,641 shares outstanding as of May 19, 2025 |
| Shares pledged | None | Company states no director/officer had pledged shares as of May 19, 2025; policy prohibits pledging/hedging |
| Insider trading policy | Prohibits short sales, options, pledging/hedging (including collars, swaps, etc.) | Applies to directors/officers/employees; Rule 10b5-1 arrangements permitted with restrictions |
| Ownership guidelines | Not disclosed | — |
Employment Terms
| Provision | Term | Details |
|---|---|---|
| Role & appointment | Executive Chair & CEO | Interim PEO/Executive Chair effective 4/16/2024; CEO effective 9/4/2024 |
| Severance (termination without cause / good reason) | 2x base + target bonus; plus other benefits | Prior Year Bonus; 2x salary+target bonus over 24 months; pro-rata bonus; 24 months employer-paid COBRA; equity acceleration: 18 months for Initial RSUs; 12 months for other time-vesting awards; performance award vesting per interpolation + 6 months tail; release required |
| Change-in-control (CoC) | Double-trigger cash; equity full vesting | If termination in connection with CoC (6 months prior or 12 months post): cash severance paid lump sum; all time-based equity vests in full |
| CoC acceleration without termination | Single-trigger partial acceleration | During employment: 18 months accelerated vesting for Initial RSUs; 12 months for other time-vesting equity |
| Gross-up | Up to $13,000,000 | Excise tax gross-up under IRC §4999 for CoC on or before 12/31/2026 (cap $13m) |
| Restrictive covenants | Non-compete / non-solicit 24 months; confidentiality; IP assignment | Applies during employment and 24 months post-termination |
Board Governance
- Combined Chair/CEO structure with independent Lead Director (Lawrence H. Summers appointed August 2024) and independent committee chairs; Board reviews leadership structure periodically .
- Board committees are fully independent: Audit (Chair: Karen G. Mills), Talent and Compensation (Chair: Helena B. Foulkes), Nominating and Governance (Chair: Lawrence H. Summers) .
- Meeting cadence: FY2025 held 13 Board, 5 Audit, 6 Compensation, 3 Nominating & Governance committee meetings; all incumbents attended ≥75% except Summers; at least 4 executive sessions of non-executive directors and ≥1 session of independent directors .
- Hovsepian previously served on Audit, Compensation, and Nominating & Governance Committees until April 2024 (prior to CEO appointment) .
Director Compensation (Hovsepian-specific and program context)
| Item | Amount/Structure |
|---|---|
| Hovsepian director fees in FY2025 (pre-CEO) | $27,500 prorated |
| Non-employee director program (FY2025) | Annual cash retainer $50,000 (waived effective 8/1/2024 through 8/1/2025, additional retainers not waived); annual RSU grant targeted at ~$200,000; chair/lead/committee retainers apply |
Performance Compensation Details (Structure vs. Metrics)
| Feature | Details |
|---|---|
| FY2025 CIP metrics | CEO weighting: 40% GAAP Revenue ($546.7m target), 60% Adjusted EBITDA ($110m target); linear payout 0–200% with threshold/over/max; plan protection to ensure ≥$110m Adjusted EBITDA; actual attainment: Revenue $531m (71%), Adj. EBITDA $110.4m (104%) |
| FY2026 LTI design intent | CEO awards intended to be 60% PSUs / 40% RSUs; PSU metrics intended to be revenue growth per 2020 Plan |
| FY2024 PSU program | Relative TSR PSUs against Russell 3000; payout 0–200% with first-year certified payout 64.05%; FY2024 PSU exchange replaced certain underwater PSUs with time-based RSUs for retention |
Risk Indicators & Red Flags
- Excise tax gross-up up to $13,000,000 through year-end 2026 is shareholder-unfriendly and a governance risk flag .
- Single-trigger equity acceleration on change-in-control for time-vesting awards reduces retention leverage in change-in-control scenarios .
- PSU exchange in FY2024 (underwater PSUs replaced with RSUs) can indicate shift toward retention over performance orientation; committee disclosed rationale .
- Combined Chair/CEO structure mitigated by Lead Independent Director and independent committee leadership .
Equity Ownership & Vesting Schedules (Potential Selling Pressure)
| Item | Date/Amount | Mechanics |
|---|---|---|
| VWAP Full First Tranche payout (50%) | 5/19/2025: 133,809 shares | Shares determined by dividing $3,000,000 by closing price $22.42 on payment date |
| VWAP Full First Tranche second 50% | Scheduled 5/18/2026 | Paid in cash or shares within 30 days; share count based on closing price on payment date |
| RSU vesting cadence | Quarterly over 4 years | First tranche at grant (10/4/2024), next on 10/16/2024 and quarterly thereafter |
Employment Terms (Retention & Protection)
| Dimension | Alignment |
|---|---|
| Severance economics | 2x salary+target bonus; pro-rata bonus; 24 months COBRA; substantial time-based vesting acceleration — strong protection, potentially high retention |
| Non-compete / non-solicit | 24 months post-employment — notable retention and transition control |
| Clawback oversight | Compensation Committee oversees clawback policy — details not specified |
Investment Implications
- Alignment: CEO’s FY2026 LTI mix skews to PSUs (60%), anchoring on revenue growth, while FY2025 CIP balanced top-line and profitability; FY2025 Adjusted EBITDA met target while revenue fell short, yielding a 91% payout for the CEO .
- Red flags: Large excise tax gross-up (up to $13m) and single-trigger change-in-control equity acceleration materially weaken pay-for-performance alignment and could inflate transaction-related compensation .
- Retention dynamics: Significant RSU and VWAP-based performance award schedules create multi-year vesting and a May 2026 deliverable; non-compete/non-solicit covenants further reduce near-term separation risk .
- Governance: Combined Chair/CEO mitigated by a robust Lead Independent Director role and fully independent committees; board met and held executive sessions regularly, supporting oversight .
- Track record: FY2025 operational metrics show EBITDA improvement and reduced net loss, with low TSR over a two-year window suggesting ongoing execution and turnaround risk in the equity story .