Justyn Howard
Sprout SocialAbout Justyn Howard
Executive Chair of Sprout Social since October 2024; co-founder and former CEO and Chairman (April 2010–October 2024). Age 45; tenure on the board since 2010. 2024 corporate performance under his transition period: revenue $405.9M (+22% YoY), GAAP loss from operations ($60.4M), non‑GAAP operating income $30.2M; 2024 pay‑versus‑performance shows TSR value of initial $100 at $191 and revenue of $405,908k, with “compensation actually paid” near zero for Howard in 2024 due to equity adjustments .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sprout Social | Chief Executive Officer & Chairman | 2010–Oct 2024 | Led company from pre‑IPO to scaled SaaS; recognized by Glassdoor “Highest Rated CEOs” and Built in Chicago’s Moxie Awards; oversaw growth, governance, and strategy . |
| Sprout Social | President | 2010–Dec 2020 | Early leadership across go‑to‑market during foundational growth phase . |
| Learn.com | Enterprise Sales | Pre‑2010 | Enterprise sales roles prior to founding Sprout Social . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in proxy | — | — | No public company directorships or committee roles disclosed for Howard outside SPT . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $460,000 | $480,000 | $462,500 blended; increased to $500,000 on Jan 1, 2024 then reduced to $350,000 effective Oct 1, 2024 . |
| Target Bonus (% of Salary) | 100% | 100% | Blended 90.5% (100% pre‑Oct 1; 50% post‑Oct 1) . |
| Actual Bonus Paid ($) | $432,400 | $513,600 | $325,125 |
Performance Compensation
2024 Short‑Term Incentive Plan (STIP)
| Metric | Weighting | Target Basis | Actual 2024 Performance | Payout Mechanics | 2024 Outcome |
|---|---|---|---|---|---|
| Revenue | 70% | Company quarterly guidance ranges | 4 quarters mostly at/above high‑end; Q2/Q3 at 100% payout, Q4 at 80% for revenue | Scaled payouts 0–200% vs guidance; overall plan capped at 170% | Overall NEO payout 79% of aggregate target; Howard received $325,125 . |
| Non‑GAAP Operating Income | 30% | Company quarterly guidance | Exceeded guidance each quarter; 100% component payout Q1–Q4 | 0–100% vs guidance, max 100% | Contributed to overall 79% payout . |
2024–2025 Long‑Term Equity Incentives (RSUs)
| Grant | Grant Date | Units | Grant‑Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Annual RSU (2024) | 3/28/2024 | 118,724 | $7,089,010 | 25% on 3/1/2025; remaining 75% in 12 equal quarterly installments beginning 6/1/2025 (standard 4‑yr schedule) . |
| Annual RSU (2025) | 3/13/2025 | 109,489 | n/a in proxy tables; count disclosed | Standard vesting (25% at 1‑yr; quarterly thereafter) . |
Stock vested in 2024 for Howard: 97,418 shares; realized value $4,554,320, indicating ongoing quarterly vesting and potential liquidity windows .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership | 45,048 Class A shares; 2,480,064 Class B shares (through personal and family trusts); 21.58% total voting power; 39.18% of Class B outstanding . |
| Ownership Structure | Class B held directly and via JRH Revocable Trust (1,206,190), EEH Revocable Trust (170,000), JRH Gift Trust 2019 (285,000), EEH Gift Trust 2019 (300,000); Class A held directly (37,631) and via JRH Revocable Trust (7,417) . |
| Stock Ownership Guidelines | CEO and Executive Chair must hold ≥5x base salary; assessed annually with 5‑year compliance window; as of 12/31/2024, Howard in compliance . |
| Hedging / Pledging | Hedging of company stock prohibited under Insider Trading Policy; no pledging disclosure found in proxy . |
| Vested vs Unvested (12/31/2024) | Unvested RSUs outstanding: 3,692 (2/17/2021), 30,770 (2/18/2022), 63,994 (3/29/2023), 118,724 (3/28/2024) . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Role & Compensation | Executive Chair since Oct 1, 2024; base salary $350,000; target annual bonus 50% of base; eligible for annual RSUs at committee discretion . |
| Agreement Term | Amended employment agreement; prior CEO agreement auto‑renewed annually after 2‑year initial term . |
| Severance (No CIC) | Termination without Cause/for Good Reason: 12 months base salary + up to 12 months employer‑paid health benefits (COBRA) . |
| Change‑in‑Control (Double Trigger) | If termination within 3 months prior to, upon, or within 12 months post‑CIC: 18 months base salary + up to 18 months health benefits + target annual bonus for year of termination + full accelerated vesting of outstanding equity (performance awards at target) . |
| Clawback | 3‑year lookback; recoupment of erroneously received incentive compensation upon any restatement; board discretion on method . |
| 2025 STIP Design Changes | Introduced annual measurement (40%) plus quarterly (60%); targets set at fiscal year start; quarterly payouts capped at 100%; total annual payout capped at 200% . |
Board Governance and Director Service
- Executive Chair; not independent; does not serve on board committees. Lead Independent Director appointed in April 2024 to mitigate dual‑role concerns and ensure independent oversight; non‑management director sessions coordinated by the Lead Independent Director .
- Board committees (Audit; Compensation; Nominating & Corporate Governance) composed entirely of independent directors; Howard not a member of any committee. Board held 10 meetings in FY2024; each director attended ≥75% of meetings of the board and committees served .
Compensation Structure Analysis
- Cash vs Equity Mix: Howard’s 2024 total compensation $7,876,635 driven primarily by RSUs ($7,089,010), with base and STIP comprising a smaller portion, consistent with high equity orientation and retention design .
- Incentive Rigour: 2024 STIP 100% tied to financial performance (Revenue 70% / non‑GAAP OpInc 30%), capped payouts; 2025 plan strengthened with annual targets set upfront and quarterly cap—responsive to shareholder feedback .
- Governance Safeguards: Double‑trigger CIC; prohibition of hedging; clawback policy; no tax gross‑ups; no single‑trigger acceleration—reduces red‑flag risk .
Multi‑Year Compensation Snapshot (Howard)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 460,000 | 480,000 | 462,500 |
| Stock Awards ($) | 5,189,000 | 6,608,667 | 7,089,010 |
| Non‑Equity Incentive Plan ($) | 432,400 | 513,600 | 325,125 |
| Total ($) | 6,081,400 | 7,602,267 | 7,876,635 |
Equity Awards and Vesting Detail (Howard)
| Grant Date | Unvested Units (12/31/2024) | Vesting Milestones |
|---|---|---|
| 2/17/2021 | 3,692 | 25% on 3/1/2022; then quarterly from 6/1/2022 . |
| 2/18/2022 | 30,770 | 25% on 3/1/2023; then quarterly from 6/1/2023 . |
| 3/29/2023 | 63,994 | 25% on 3/1/2024; then quarterly from 6/1/2024 . |
| 3/28/2024 | 118,724 | 25% on 3/1/2025; then quarterly from 6/1/2025 . |
Ownership Table (Howard)
| Security | Amount | % Class | Voting Power Impact |
|---|---|---|---|
| Class A | 45,048 | <1% | n/a . |
| Class B | 2,480,064 | 39.18% | 21.58% of total voting power (10 votes/share) . |
| Notes | See trust allocations: JRH Revocable Trust 1,206,190; EEH Revocable 170,000; JRH Gift Trust 2019 285,000; EEH Gift Trust 2019 300,000; plus direct holdings . |
Say‑on‑Pay & Peer Group
- Say‑on‑Pay: 98% approval at 2024 annual meeting; 2025 STIP changes reflect investor feedback on annual target-setting and payout caps .
- Compensation Peer Group (used for 2024 decisions): U.S. software peers including Amplitude, Braze, nCino, Appian, DoubleVerify, Freshworks, PagerDuty, Everbridge, SEMrush, BigCommerce, Smartsheet, Bill.com, Jamf, Sprinklr, JFrog; hub updates noted (e.g., removals for acquisitions) .
Risk Indicators & Red Flags
- Positive: Double‑trigger CIC; clawback; hedging ban; strong independent committee structure; ownership guideline compliance; no excise tax gross‑ups; no single‑trigger acceleration .
- Watch items: Significant voting control via Class B could concentrate governance influence; continued large equity grants imply ongoing quarterly vesting‑related supply; no explicit pledging policy disclosure (monitor for any future pledging or derivatives) .
Investment Implications
- Alignment: High insider ownership and compliance with 5x salary ownership guideline align Howard’s incentives with long‑term TSR; double‑trigger CIC and clawback reduce downside governance risk .
- Selling Pressure: Quarterly RSU vesting and substantial historical vesting (97,418 shares vested in 2024) can create periodic supply; monitor Form 4 activity around vest dates and blackout windows to gauge near‑term technicals .
- Retention & Transition: Executive Chair comp reset (base $350k; 50% target bonus) with ongoing RSU eligibility suggests continued strategic involvement with lower cash cost; strong committee independence and Lead Independent Director mitigate dual‑role concerns post‑CEO transition .
- Performance Linkage: STIP fully financial and 2025 redesign adds rigor; equity-heavy mix keeps focus on sustained value creation, but large time‑based RSUs mean pay outcomes are sensitive to share price levels rather than multi‑year operating KPIs—consider advocating for PSUs over time .