Ryan Barretto
Sprout SocialAbout Ryan Barretto
Ryan Barretto, age 46, is CEO and a director of Sprout Social (appointed October 1, 2024) after serving as President since December 2020 and joining the company in 2016 to lead Global Sales & Success; he holds a BBA from Wilfrid Laurier University and an MSc in International Marketing from the University of Strathclyde . Under his leadership, Sprout reported 2024 revenue of $405.9 million (+22% YoY), improved non-GAAP operating income to $30.2 million from $4.7 million, and reduced GAAP loss from operations versus 2023 . The “Pay versus Performance” disclosure shows a 5-year cumulative TSR value of $191 for a hypothetical $100 investment as of 2024, alongside 2024 net loss of $(61,971) thousand and revenue of $405,908 thousand .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sprout Social | CEO and Director | Oct 2024–Present | Led succession, emphasis on long-term value creation; RSU promotion award to strengthen alignment . |
| Sprout Social | President | Dec 2020–Sep 2024 | Led go-to-market (Marketing, Sales, Customer Success, Partnerships) . |
| Sprout Social | SVP Global Sales & Success | 2016–Dec 2020 | Built enterprise sales and post-sales motions during scaling phase . |
| Salesforce.com | VP Global Sales, Pardot | Nov 2014–Jun 2016 | Drove growth in marketing automation segment . |
| Salesforce.com | Area VP, Commercial Sales | Feb 2012–Oct 2014 | Led regional commercial sales execution . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| re:WORK TRAINING | Board Member | Current | Workforce development and talent pipeline engagement . |
| FullStory | Board Member | Current | Product analytics ecosystem insights relevant to social data strategy . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Actual Short-Term Incentive ($) |
|---|---|---|---|
| 2022 | 400,000 | Not disclosed | 376,000 |
| 2023 | 425,000 | Not disclosed | 454,751 |
| 2024 | 480,000 | 100% | 379,200 (79% payout) |
| 2025 (effective 3/13/2025) | 500,000 | Not disclosed | Not disclosed |
Performance Compensation
2024 Short-Term Incentive Plan (STI)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Revenue | Not disclosed | Not disclosed | Company achieved overall 79% payout for NEOs | 79% of target |
| Non-GAAP operating income | Not disclosed | Not disclosed | Company achieved overall 79% payout for NEOs | 79% of target |
Long-Term Equity Incentives (RSUs)
| Grant Type | Grant Date | Shares Granted (#) | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Annual RSU | 3/28/2024 | 69,538 | 4,152,114 | 25% vested 3/1/2025; remaining 75% in 12 equal quarterly installments starting 6/1/2025 . |
| Promotion RSU (CEO) | 10/1/2024 | 88,999 | 2,527,572 | 25% vests 10/1/2025; remaining 75% in 12 equal quarterly installments starting 1/1/2026 . |
| Time-based RSU | 12/29/2020 | 120,000 (initial grant; 22,500 unvested at 12/31/2024) | Not disclosed | 25% vested 12/1/2021; remainder quarterly thereafter . |
| Performance RSU tied to ARR $200M | Awarded 10/4/2021 | 120,000 (67,500 unvested at 12/31/2024) | Not disclosed | 25% on first anniversary; then quarterly vesting . |
| Performance RSU tied to ARR $300M | Awarded 3/29/2023 | 120,000 (33,826 unvested at 12/31/2024) | Not disclosed | 25% on first anniversary; then quarterly vesting . |
Outstanding Equity Awards (as of 12/31/2024; market price $30.71)
| Grant Date | Unvested RSUs (#) | Market Value ($) | Vesting Detail |
|---|---|---|---|
| 12/29/2020 | 22,500 | 690,975 | 25% vested 9/1/2022; remainder quarterly starting 12/1/2022 . |
| 2/17/2021 | 3,750 | 115,163 | 25% vested 3/1/2022; remainder quarterly starting 6/1/2022 . |
| 10/04/2021 | 67,500 | 2,072,925 | 25% vested 3/1/2024; remainder quarterly starting 6/1/2024 . |
| 2/18/2022 | 18,750 | 575,813 | 25% vested 3/1/2023; remainder quarterly starting 6/1/2023 . |
| 3/29/2023 | 33,826 | 1,038,796 | 25% vested 3/1/2024; remainder quarterly starting 6/1/2024 . |
| 3/28/2024 | 69,538 | 2,135,512 | 25% vested 3/1/2025; remainder quarterly starting 6/1/2025 . |
| 10/1/2024 | 88,999 | 2,733,159 | 25% vests 10/1/2025; remainder quarterly starting 1/1/2026 . |
No stock options outstanding; “None of our executive officers held stock options in 2024.”
Stock vested in 2024: 180,058 shares; value realized $8,000,736 .
Equity Ownership & Alignment
- Beneficial ownership: 420,710 Class A shares; breakdown includes 267,335 directly, 93,375 via Ryan Paul Barretto Revocable Trust, and 60,000 via Ryan Paul Barretto 2020 Gift Trust; <1% of outstanding; voting power not material at company level .
- Stock Ownership Guidelines: CEO must hold ≥5x base salary; compliance assessed annually; as of 12/31/2024, Barretto was in compliance .
- Hedging: Prohibited for officers and directors under Insider Trading Policy; clawback policy adopted per SEC/Nasdaq rules with 3-year lookback .
- Pledging: Proxy discloses hedging prohibitions; pledging not explicitly addressed in the proxy materials reviewed .
Employment Terms
| Agreement | Date | Key Terms | Status |
|---|---|---|---|
| Amended & Restated Employment Agreement (SVP Global Sales) | 11/29/2019 | 2-year term; auto-renew 1-year; base $350,000; target bonus 100%; non-extension treated as severance-eligible termination . | Superseded by CEO Offer Letter 10/1/2024 . |
| Amendments (Promotion to President; LTI) | 2020–2021 | Time-based RSU grant (120,000) and two performance RSU opportunities (120,000 each) tied to ARR $200M/$300M milestones; milestones achieved Sep 2021 and Feb 2023; awards granted Oct 2021 and Mar 2023; 4-year vest (25% first anniversary; then quarterly) . | In effect; vesting schedules as disclosed . |
| Severance Plan Participation (Tier 2) | 2/26/2024 | Replaced prior severance/CoC benefits with Severance Plan Tier 2 benefits . | Superseded by Tier 1 upon CEO appointment . |
| CEO Offer Letter | Effective 10/1/2024 | Base $480,000; target bonus 100%; promotion RSU 88,999 with 4-year schedule; Severance Plan Tier 1; salary increased to $500,000 effective 3/13/2025 . | Active. |
Severance and Change-of-Control Economics (Hypothetical as of 12/31/2024; price $30.71)
| Scenario | Cash Severance | Benefits (COBRA) | Equity Acceleration | Total |
|---|---|---|---|---|
| Qualifying termination (no CoC period) | $480,000 (12 months’ salary) | $32,029 | — | $512,029 |
| Qualifying termination within CoC period | $1,200,000 (18 months’ salary + target bonus) | $48,044 | $9,362,343 | $10,610,387 |
Severance contingent on release of claims; equity acceleration applies only in CoC termination scenario per table; detailed triggers governed by Severance Plan and award agreements .
Perquisites and Benefits
- Broad benefits: health, dental, vision, mental health, disability, life insurance, legal services, commuter assistance, LSA; 401(k) match of 50% up to 3% of salary (cap $5,500), with 4-year annual vesting from hire date .
Board Governance
- Board service: Class III director since 2024; current term expires 2025; nominated for term expiring 2028; not independent (CEO) .
- Committee roles: None for Barretto; other committee composition detailed separately; Lead Independent Director: Peter Barris .
- Attendance: Board held 10 meetings in 2024; each director attended ≥75% of meetings of board and committees served; 4 directors attended the 2024 annual meeting .
- Board independence: All directors except CEO Ryan Barretto, Executive Chair Justyn Howard, and co-founder Aaron Rankin are independent under Nasdaq rules; board is staggered; Lead Independent Director in place .
- Dual-role implications: Separation of CEO and Executive Chair roles plus Lead Independent Director mitigates concentration of power; however, Class B holders (Howard and Rankin) retain substantial voting power, which shapes governance dynamics .
Director Compensation (for context)
- Non-employee director cash retainers: Board $35,000; committee chairs/members additional as disclosed; annual RSU grant value $180,000; initial RSU $360,000 for new directors; acceleration upon change in control; Barretto, as employee director, is not in the non-employee director compensation table .
Equity Ownership & Alignment Detail
| Holder | Class A Owned | Class B Owned | % Class A | % Class B | Total Voting Power |
|---|---|---|---|---|---|
| Ryan Barretto | 420,710 | — | <1% | — | * |
| All directors & officers (9) | 819,123 | 5,070,669 | 1.58% | 80.11% | 44.75% |
Performance & Track Record
- 2024 corporate performance highlights: revenue $405.9m (+22% YoY); loss from operations $(60.4)m vs $(69.3)m; non-GAAP operating income $30.2m vs $4.7m .
- Pay vs performance datapoints: Company cumulative TSR value $191; net income $(61,971) thousand; revenue $405,908 thousand for 2024 .
- STI design linked to revenue and non-GAAP operating income; 2024 payout at 79% of target for NEOs .
- 2025 STI changes: annual measurement period, targets set at start of year, cap on quarterly payouts, in response to stockholder feedback .
Risk Indicators & Red Flags
- Clawback policy compliant with SEC/Nasdaq; 3-year lookback for recoupment upon restatement .
- Hedging prohibited; insider trading policy in place; pledging not explicitly discussed in proxy excerpts reviewed .
- No stock options outstanding; company does not grant option-like instruments and notes no policies to time equity grants around MNPI per Item 402(x) .
- Related-party transactions framework disclosed; details in proxy TOC; none specific to Barretto identified in excerpts .
Compensation Structure Analysis
- Increasing emphasis on variable and at-risk pay: no cash comp increase upon CEO promotion; equity promotion award intended for alignment and retention .
- Shift to RSUs over options: RSUs are primary LTI vehicle for retention and lower dilution; time-based vesting standard .
- Ownership requirements tightened: CEO at 5x salary; compliance confirmed for 2024 year-end .
- STI metrics tied to financials; 2025 plan design enhancements to improve transparency and discipline .
Say-on-Pay & Shareholder Feedback
- Board recommends “FOR” advisory vote on NEO compensation; 2025 pay actions reflect stockholder feedback .
Compensation Peer Group
- Committee considers practices of companies in its compensation peer group and peer CEO grant practices when sizing awards; specific peer constituents not listed in excerpts .
- Pay vs performance peer TSR reference uses Nasdaq Computer Index; earlier references included S&P Software & Services Select Index .
Employment Terms and Severance — Summary Table
| Element | Provision |
|---|---|
| Target bonus | 100% of base salary (CEO) . |
| Severance (no CoC) | 12 months’ salary; COBRA estimated $32,029; equity not accelerated . |
| Severance (CoC period) | 18 months’ salary + target bonus paid over 18 months; COBRA estimated $48,044; equity acceleration valued $9,362,343 at $30.71/share . |
| Clawback | Applicable to incentive compensation upon restatement; 3-year lookback . |
| Non-compete / non-solicit | Not disclosed in proxy excerpts . |
Investment Implications
- Retention glue: Significant unvested RSUs across multi-year schedules (including 69,538 annual RSUs granted in March 2024 and 88,999 promotion RSUs in October 2024), plus legacy ARR-tied grants, reduce near-term flight risk and anchor focus on long-term value creation .
- Selling pressure: Large quarterly vesting cadence (e.g., 180,058 shares vested in 2024) can create periodic supply; hedging bans and ownership guidelines mitigate misalignment but do not prevent discretionary sales within policy windows .
- Alignment: CEO ownership guidelines at 5x salary with compliance as of 12/31/2024, plus no options and clawback policy, indicate governance focus on alignment and downside accountability .
- Change-in-control economics: Tier 1 severance with 18 months’ salary + target bonus and full equity acceleration upon qualifying CoC termination provides meaningful downside protection; equity acceleration value estimated at $9.36m (12/31/2024 price), which could influence negotiation stance in strategic transactions .
- Execution track record: 2024 revenue growth (+22% YoY) and improved non-GAAP operating profitability support pay-for-performance narrative; 2025 STI design changes may further tighten alignment with investor expectations .
- Governance structure: Separation of CEO and Executive Chair roles and Lead Independent Director mitigate dual-role risk for Barretto; however, concentrated Class B voting by founders means governance outcomes reflect broader control dynamics beyond CEO’s personal voting power .
Citations: All facts and figures above are sourced from Sprout Social’s 2025 DEF 14A filing as cited inline.