Brian Coppola
About Brian Coppola
Brian Coppola is Chief Ad Operations Officer at System1 (SST) since April 2025; he previously served as Chief Product Officer from June 2019–April 2025 and VP/EVP Product since October 2015. He holds a B.S. in Finance from Loyola Marymount University; age 52 as of April 22, 2025 . Company performance during his recent tenure: LTM March 31, 2025 revenue $334M, adjusted gross profit $163M, and adjusted EBITDA $50M; LTM June 30, 2025 revenue $317M, adjusted gross profit $165M, and adjusted EBITDA $52M . The company addressed NYSE minimum price non-compliance in January 2025 and pursued a reverse stock split authorization in the May 2025 proxy, indicating market-level execution considerations impacting equity incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| System1 | VP/EVP Product | Oct 2015–Jun 2019 | Led product management through growth and integration of RAMP monetization capabilities . |
| System1 | Chief Product Officer | Jun 2019–Apr 2025 | Oversaw product strategy; role transitioned to Ad Operations amid focus on scaled AI-driven advertising . |
| System1 | Chief Ad Operations Officer | Apr 2025–present | Leads ad operations; highlighted in investor materials as part of founder-led veteran team . |
| Amobee (via SingTel acquisition of Adconion Direct) | SVP Product | 2013–2015 | Senior product leadership through acquisition integration . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in filings | — | — | No external directorships or committee roles disclosed for Coppola . |
Fixed Compensation
- Not disclosed: Brian Coppola was not a named executive officer (NEO) in 2023–2024 proxy tables; no base salary or cash incentive details are provided for him .
Performance Compensation
System1’s 2024 Stock Appreciation Rights (SARs) Plan is the primary performance equity program; individual SAR grant details for Coppola are not separately disclosed.
| Metric | Weighting | Target | Actual/Status | Payout Mechanism | Vesting/Timing |
|---|---|---|---|---|---|
| Adjusted EBITDA Tranche I | 25% | ≥ $50M TTM | Company LTM Adj. EBITDA at $50M (Mar 2025) / $52M (Jun 2025) indicates potential tranche achievement subject to plan certification ; individual award status for Coppola not disclosed . | SAR intrinsic value above strike; payable in cash/shares . | Vests upon administrator certification within 30 days of 10-K/10-Q filing windows; unvested Tranche I expires at 4 years from grant . |
| Adjusted EBITDA Tranche II | 25% | ≥ $60M TTM | Not disclosed; depends on company achieving ≥$60M TTM Adj. EBITDA . | SAR intrinsic value above strike . | Certification window; Tranche II expires at 5 years . |
| Adjusted EBITDA Tranche III | 25% | ≥ $70M TTM | Not disclosed; company threshold not met in cited LTM periods . | SAR intrinsic value above strike . | Certification window; Tranche III expires at 6 years . |
| Adjusted EBITDA Tranche IV | 25% | ≥ $80M TTM | Not disclosed; threshold not met in cited LTM periods . | SAR intrinsic value above strike . | All SARs expire no later than 7 years from grant; vesting requires continued service . |
Notes:
- Plan features: strike ≥ FMV at grant; no discounted SARs; no evergreen; clawback applies; no liberal CIC definition; board/stockholder approvals govern key changes .
- Change-in-control: accelerated vesting if awards are not assumed/replaced on comparable terms at CIC close .
- 2025 proxy sought amendment and repricing approval for certain outstanding SARs; NEO SAR strike averages $1.44 with broad employee participation, highlighting retention incentives amid a sub-$1 stock price context .
Equity Ownership & Alignment
Multi-period beneficial ownership and composition for Brian Coppola:
| Metric | FY 2024 (as of Apr 25, 2024) | FY 2025 (as of Apr 15, 2025) |
|---|---|---|
| Total beneficial ownership (Class A) | 501,101 shares | 549,773 shares |
| Ownership % of Class A | <1% (asterisk) | <1% (asterisk) |
| Direct Class A held | 172,800 shares | 210,338 shares |
| Exchangeable Class B Units (redeemable 1:1 into Class A; corresponding Class C voting) | 320,178 units (redeemable) | 334,748 units (redeemable) |
| Shares issuable within 60 days from awards (RSUs/others) | 8,123 shares | 4,687 shares |
| Pledged shares | Not disclosed; no pledging noted in filing footnotes | |
| Insider trading/administrative notes | Form 4 “non-sale” net settlement timing issue in Oct 2024 for RSU vesting events (company-wide notice) |
Governance and policy context:
- Insider Trading Policy adopted and filed as an exhibit to the 2024 10-K; applicable to officers .
- Clawback: Company recovery policy applies to awards, including SARs .
Employment Terms
- Role transitions: VP/EVP Product (2015–2019) → Chief Product Officer (2019–Apr 2025) → Chief Ad Operations Officer (Apr 2025) .
- Contract specifics (term, severance, non-compete) for Coppola are not disclosed; employment agreement summaries in proxy pertain to CFO and business unit president, not Coppola .
- Board governance: Coppola is an executive officer (not a director); no committee roles or director compensation apply .
Investment Implications
- Alignment: Company’s SAR framework ties equity value to step-up in Adjusted EBITDA; with LTM Adj. EBITDA at $50–$52M, Tranche I appears achievable, directly linking senior operator incentives (including potential Coppola participation) to profitability scaling .
- Risk flags: 2025 proposal to reprice SARs and amend the SARs plan, combined with NYSE price non-compliance and reverse-split authorization, reflect retention and incentive recalibration amid share-price pressure; repricing raises pay-for-performance scrutiny and potential dilution vector if broad-based .
- Ownership: Coppola’s beneficial stake (<1%) includes substantial exchangeable Class B Units, indicating economic alignment but limited voting/control; lack of pledging is positive for alignment; recurring net settlements on RSU vesting suggest routine tax-driven dispositions rather than discretionary selling .
- Execution risk: Transition from CPO to Ad Ops aligns with System1’s focus on AI-driven ad monetization; success depends on sustaining Adj. EBITDA growth to unlock higher SAR tranches and maintain NYSE listing stability post-split .