Joe Del Preto
Sprout SocialAbout Joe Del Preto
Joe Del Preto (age 47) is CFO and Treasurer of Sprout Social (SPT) since July 2017; he previously served as Global Controller at Groupon (2012–2017), VP Finance at Echo Global Logistics, and began his career at PwC. He holds a Bachelor’s degree in Accounting from Indiana University Bloomington, is a CPA, and currently serves on the board of SimilarWeb (NYSE: SMWB) . Company performance in 2024: revenue $405.9M (+22% YoY), GAAP loss from operations ($60.4M), and non-GAAP operating income $30.2M (up from $4.7M in 2023) . Pay-versus-performance disclosures show the Company’s five-year cumulative TSR value for a $100 investment at $191 in 2024 (peer index $301) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Groupon, Inc. | Global Controller | Sep 2012–Jul 2017 | Led global controllership for a public e-commerce marketplace |
| Echo Global Logistics | VP Finance | Not disclosed | Senior finance leadership at tech-enabled logistics provider |
| PwC | Auditor (career start) | Not disclosed | Foundation in audit/accounting at Big Four firm |
External Roles
| Organization | Role | Years |
|---|---|---|
| SimilarWeb, Inc. (NYSE: SMWB) | Director | Current |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary Rate ($) | 437,500 | 445,000 | 460,000 |
| Target Bonus % of Salary | 60% (set in 2021) | 65% | 65% (unchanged for 2025) |
| Perquisites/Benefits | 401(k) match (50% up to 3% of salary; cap $5,500; 4-year vesting) and Lifestyle Spending Account | 401(k) match and LSA | 401(k) match and LSA |
2024 Summary Compensation (actual paid/earned):
| Component ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | 390,000 | 437,500 | 445,000 |
| Stock Awards (grant-date fair value) | 1,847,609 | 2,360,255 | 3,291,335 |
| Non-Equity Incentive (STI) | 219,960 | 280,875 | 228,509 |
| All Other Compensation | 4,500 | 5,787 | 6,463 |
| Total | 2,462,069 | 3,084,417 | 3,971,306 |
Performance Compensation
2024 Short-Term Incentive Plan (STI) structure: quarterly payouts tied 70% to revenue, 30% to non-GAAP operating income; payout curve capped at 200% per metric; actual aggregate payout equaled 79% of target for NEOs .
- 2024 aggregate bonus for Del Preto: | Metric | 2024 | |---|---:| | Aggregate Target Bonus ($) | 289,250 | | Actual Aggregate Bonus Paid ($) | 228,509 |
STI performance mechanics (targets vs. guidance; quarterly payout schedule) are summarized in the Company’s STI table .
2025 STI design changes: introduce annual measurement (40% annual, 60% quarterly), set all targets at fiscal-year start, cap quarterly payouts at 100% of quarterly opportunity; total annual payout cap remains 200%; target incentive percentages unchanged .
Long-Term Incentives (RSUs):
- 2024 grant to Del Preto: 55,122 RSUs; vesting 25% on March 1, 2025, then in 12 equal quarterly installments from June 1, 2025 (standard four-year schedule) .
Equity Ownership & Alignment
Beneficial ownership and unvested equity (as of March 28/December 31, 2024–2025):
- Shares beneficially owned: 69,124 Class A (less than 1%) .
- Outstanding unvested RSUs (12/31/2024): | Grant Date | Unvested RSUs (#) | Market Value ($) | |---|---:|---:| | 2/17/2021 | 923 | 28,345 | | 2/18/2022 | 10,956 | 336,459 | | 3/29/2023 | 22,856 | 701,908 | | 3/28/2024 | 55,122 | 1,692,797 |
Stock Ownership Guidelines: CFO must hold Company equity equal to at least 1× base salary; coverage effective Feb 11, 2025; five-year compliance period from later of effective date or the date first covered; if unmet, board may restrict sales of more than 50% of net shares from vesting until compliance .
Policies impacting alignment and trading:
- Clawback policy (3-year lookback) for erroneously received incentive compensation upon any restatement .
- Hedging transactions in Company equity are prohibited by the Insider Trading Policy .
- Company discloses “no tax gross-ups” and “no golden parachute excise tax payments,” and RSUs vest on a standard 4-year schedule—no abbreviated vesting .
No pledging disclosure identified in the proxy; related-party transactions: none over $120,000 since Jan 1, 2024 .
Employment Terms
Employment Agreement history: Amended & restated employment agreement (Feb 20, 2020) with auto-renewal; target bonus increased to 60% in 2021 and 65% in 2024; participation in Company Severance Plan (Tier 2) since Feb 26, 2024 . Prior agreement included 12-month post-termination non-compete and non-solicit covenants; 280G cutback provision to avoid excise tax if beneficial .
Severance & Change-in-Control economics (assumes event on 12/31/2024; $30.71/share):
| Scenario | Cash Severance ($) | COBRA Benefits ($) | Target Bonus ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|---|
| Qualifying Termination (no CIC) | 222,500 | 16,015 | — | — | 238,515 |
| Qualifying Termination within CIC period | 734,250 (12 months salary + target bonus) | 27,697 | Included in cash severance | 2,759,509 | 3,521,455 |
Notes:
- Double-trigger required for equity acceleration and bonus vesting; CIC protection period is 3 months before to 12 months after CIC .
- Post-termination covenants: 12 months for non-compete and non-solicit (per prior agreement) .
Compensation Structure Analysis
- Increasing equity mix: stock awards rose from $1.85M (2022) to $3.29M (2024), while cash bonus varied with performance ($219,960 → $228,509), reinforcing at-risk pay emphasis .
- RSU-only long-term incentives; no options; standard four-year vest; quarterly vesting from year 2 onward may create regular supply, mitigated by ownership guidelines and blackout/insider trading controls .
- 2024 say-on-pay support was strong at 98%; 2025 STI design changes reflect shareholder feedback on annual target-setting and payout structure .
Performance & Track Record
- 2024 operational improvements: non-GAAP operating income increased to $30.2M from $4.7M in 2023; revenue growth +22% to $405.9M .
- Five-year cumulative TSR value of a $100 investment: $191 (Company) vs $301 (peer index) in 2024; 2024 net income was ($61,971) thousand .
Compensation Peer Group
2024 peer group used for benchmarking includes: Amplitude, Appian, Asana, BigCommerce, Bill.com, BlackLine, Braze, DoubleVerify, Everbridge, Freshworks, Jamf, JFrog, nCino, PagerDuty, SEMrush, Smartsheet, Sprinklr .
Equity Ownership & Alignment (Additional Detail)
- Stock vested in 2024: 32,298 shares; value realized $1,506,795 (RSUs only; no options outstanding) .
- CEO/Board stock ownership guideline compliance noted as of 12/31/2024; CFO coverage added in 2025 with 5-year runway to comply .
Investment Implications
- Pay-for-performance alignment: STI tightly tied to revenue and non-GAAP operating income; 2025 plan adds annual measurement and caps to discourage short-term risk-taking while preserving upside at the annual level .
- Retention and selling pressure: Significant unvested RSUs vest quarterly from mid-2025 under standard schedules; ownership guidelines for CFO (1× salary) and hedging prohibition reduce misalignment and may constrain discretionary selling if guidelines are not met .
- Downside protection to investors: No tax gross-ups, double-trigger CIC benefits, clawback policy, and robust governance/comp committee independence; related-party transactions not present, lowering governance red flags .
- Performance execution risk: Despite strong revenue growth and non-GAAP operating income improvement in 2024, GAAP losses persist and five-year TSR trails the peer index, putting focus on continued operating leverage and capital allocation under Del Preto’s financial leadership .