Ralph Clark
SOUNDTHINKINGAbout Ralph Clark
Ralph A. Clark, age 66, is President, Chief Executive Officer, and a Class III director of SoundThinking (SSTI), roles he has held since August 2010; he holds a B.S. in Economics (University of the Pacific) and an MBA (Harvard Business School) . Under Clark’s tenure, recent performance trends show revenue growth from $81.0M (FY22) to $102.0M (FY24) , while net income swung from $6.4M (FY22) to losses of $(2.7)M (FY23) and $(9.2)M (FY24) and a three-year TSR path where a $100 investment was worth $90 (2022), $68 (2023), and $44 (2024) . His 2024 pay program emphasized pay-for-performance: a formulaic annual bonus tied primarily to financial metrics and the introduction of PSUs that vest on 2026 revenue and Adjusted EBITDA outcomes, with no new option grants to NEOs beginning in 2024 . Clark also serves on the boards of TriNet Group, Inc. (public) and Glowforge (private), contributing broader HR-tech and hardware perspectives to SSTI’s governance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SoundThinking (SSTI) | President & CEO; Director | 2010–present | Led transition to formulaic bonus and performance-vesting equity; long-tenured leadership |
| GuardianEdge Technologies | Chief Executive Officer | 2005–2010 | Security software CEO experience (go-to-market, growth) |
| Adaptec (post Snap Appliances acquisition) | VP, Finance | — | Integration/finance leadership at public tech company |
| Snap Appliances | Chief Financial Officer | — | CFO operating rigor prior to acquisition |
| IBM | Executive sales & marketing roles | — | Enterprise sales and customer engagement background |
| Goldman Sachs; Merrill Lynch | Investment banker | — | Capital markets and transaction experience |
External Roles
| Organization | Role | Years | Strategic Relevance |
|---|---|---|---|
| TriNet Group, Inc. | Director | — | HR/payroll exposure; potential customer/partner insights |
| Glowforge (private) | Director | — | Hardware/software product and operations exposure |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 450,000 | 472,500 (2024 base; unchanged for 2025) |
| Target Bonus (% of Salary) | 100% (replaced by RSUs in 2023) | 100% |
| Actual Bonus Paid ($) | — (replaced by 15,458 RSUs) | 366,188 |
Notes:
- In 2023, cash bonuses for Clark and CFO were replaced by RSUs; Clark earned 15,458 RSUs instead .
Performance Compensation
- Annual Bonus Plan (adopted for 2024): 75% financial (Revenue growth 25%; Adjusted EBITDA margin 25%; GAAP Revenue Attrition 25%) + 25% strategic (ShotSpotter NPS 12.5%; Great Place to Work 12.5%), with threshold/target/max payout curves; financial metrics pay 50–150% of target and strategic metrics are achieved/not-achieved .
| 2024 Annual Bonus Metrics | Weight | Target | Actual | Achievement % |
|---|---|---|---|---|
| GAAP Revenue | 25% | $106M | $102.0M | 17.5% |
| Adjusted EBITDA Margin | 25% | 20% | 14% | 0% |
| GAAP Revenue Attrition | 25% | ≤3% | 0.5% | 37.5% |
| ShotSpotter Net Promoter Score | 12.5% | >55% | Achieved (66%) | 12.5% |
| Great Place to Work Certification | 12.5% | Certification | Achieved | 12.5% |
| Total | 100% | — | — | 80% (reduced to 77.5% for payout) |
- 2024 Long‑Term Incentives: 50% RSUs (time-vested over 3 years) and 50% PSUs (cliff vest after 3 years based on 2026 Total Revenue and 2026 Adjusted EBITDA; payout 0–200% of target); no new stock options to NEOs beginning in 2024 .
| 2024 LTI Structure | Metric | Weighting | Performance Period | Payout Range |
|---|---|---|---|---|
| Time‑vested RSUs | Time-based | 50% | 3-year ratable vest | N/A |
| Performance‑vested PSUs | 2026 Total Revenue | — | 3-year; measured at end | 0–200% |
| Performance‑vested PSUs | 2026 Adjusted EBITDA | — | 3-year; measured at end | 0–200% |
- Summary Compensation (selected items):
| Component ($) | 2023 | 2024 |
|---|---|---|
| Salary | 450,000 | 468,750 |
| Stock Awards (RSUs/PSUs) | 2,311,023 | 4,137,624 |
| Option Awards | 1,939,265 | — (no options granted) |
| Non-Equity Incentive (Bonus) | — | 366,188 |
| All Other Comp | 7,800 | 14,014 |
| Total | 4,708,087 | 4,986,576 |
Say‑on‑Pay feedback and changes:
- The 2023 say‑on‑pay received 68% support; in response the committee instituted the formulaic 2024 bonus plan, added PSUs (50% of LTI), and reduced Clark’s annual LTI opportunity from $4.25M (2023) to $3.2M (2024) .
Equity Ownership & Alignment
- Beneficial ownership (as of April 10, 2025): Clark owns 788,939 shares, or 6.1% of outstanding shares (12,666,095 shares outstanding) .
- Stock ownership guidelines: CEO must hold stock equal to 6x annual base salary; compliance status not disclosed .
- Hedging/pledging: Company prohibits hedging or pledging of Company stock .
- Outstanding equity and vesting (as of 12/31/2024):
Time‑based RSUs and PSUs
| Grant | Type | Units Unvested/Unearned | Vesting/Comments |
|---|---|---|---|
| 3/9/2021 | RSUs | 1,133 | 6.25% quarterly from 3/9/2021 |
| 2/17/2022 | RSUs | 11,829 | 6.25% quarterly from 2/17/2022 |
| 2/27/2023 | RSUs | 34,205 | 6.25% quarterly from 2/27/2023 |
| 9/13/2023 | RSUs (bonus in lieu of cash) | 15,458 | 2023 bonus RSUs |
| 3/1/2024 | RSUs | 58,309 | Ratable over 3 years |
| 3/1/2024 | PSUs | 38,873 | Vest at end of 3 years based on 2026 Rev/EBITDA |
| 3/1/2024 | PSUs | 38,873 | Vest at end of 3 years based on 2026 Rev/EBITDA |
Stock options
| Grant | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 3/27/2017 | 18,000 | — | 3.06 | 3/27/2027 |
| 3/6/2020 | 31,855 | — | 34.07 | 3/5/2030 |
| 3/9/2021 | 28,376 | 1,893 | 37.26 | 3/9/2031 |
| 2/17/2022 | 135,516 | 55,804 | 26.50 | 2/16/2032 |
| 2/27/2023 | 45,143 | 53,353 | 32.89 | 2/27/2033 |
Notes:
- Option vesting generally 1/48th monthly following grant date .
- Beginning in 2024, no new stock options are granted to NEOs .
Employment Terms
| Term | Details |
|---|---|
| Employment | At-will; amended and restated offer letter (Mar 2017) |
| 2024 Base Salary | $472,500; no increase approved for 2025 |
| Target Bonus | 100% of base salary for 2024 and 2025 |
| Severance (non‑CIC) | If terminated without cause/death/disability: 6 months base salary + acceleration of 6 months of vesting of then‑unvested options (offer letter era; RSUs acceleration not specified for CEO) |
| CIC Acceleration | If terminated without cause or resigns for good reason within 12 months of a CIC: 100% acceleration of then‑unvested options (double‑trigger; offer letter era) |
| Clawback | Dodd‑Frank compliant Incentive Compensation Recoupment Policy adopted Nov 2023; SOX 304 reimbursement may apply to CEO/CFO on restatement due to misconduct |
| Ownership Guidelines | CEO 6x salary; directors 3x cash retainer; other officers 2x salary |
| Hedging/Pledging | Prohibited |
| Perquisites | 401(k) match, life insurance premiums, home office taxable reimbursements (standard) |
| Tax Gross‑Ups | None |
| Consultant | Aon serves as independent comp consultant; assists with peer group and design |
Board Governance (service history, committees, dual‑role implications)
- Board service: Clark is a Class III director with term continuing to the 2026 annual meeting .
- Board chair and independence: Deborah Grant was appointed Board Chair effective immediately prior to the 2025 Annual Meeting, reinforcing separation of Chair/CEO roles; committees comprised of independent directors .
- Committees: Audit Committee (Sharma—Chair; Morial; Levensohn/Goldfield transition), Compensation & Human Capital (Grant—Chair; Bratton; Jacobson), Nominating & Corporate Governance (Morial—Chair; Grant; Jacobson) .
- Attendance: In 2024 the Board met 8 times; no director attended fewer than 75% of Board/committee meetings .
- Lead Independent Director framework exists in governance guidelines if elected; duties outlined (agendas, independent sessions, CEO evaluation oversight) .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($) | 81,003,000 | 92,717,000 | 102,031,000 |
| EBITDA ($) | 7,792,000* | 4,627,000* | 2,600,000* |
| Net Income (Loss) ($) | 6,385,000 | (2,718,000) | (9,180,000) |
| Value of $100 Investment (TSR) ($) | 90 | 68 | 44 |
Values marked with * retrieved from S&P Global.
Compensation Structure Analysis
- Clear shift to performance equity and formulaic cash incentives in 2024; PSUs (50% of LTI) tied to 2026 top‑line and profitability, reducing reliance on options and increasing at‑risk pay tied to multi‑year outcomes .
- CEO LTI target reduced to $3.2M in 2024 from $4.25M in 2023 following investor feedback (68% SOP support) .
- 2024 bonus paid at 77.5% of target despite 80% formula outcome to align with non‑executive payout calibration; EBITDA margin under‑performance offset by strong retention and CX metrics .
- No hedging/pledging, no tax gross‑ups, and a formal clawback enhance investor alignment and downside protection .
Risk Indicators & Red Flags
- Pay vs performance: 2024 “compensation actually paid” to CEO ($873k) declined with share price/TSR pressure, but equity grant values remain sizable; TSR deterioration (2022–2024) warrants scrutiny of PSU calibration and future realizable pay .
- CIC treatment: double‑trigger acceleration applies to options tied to legacy offer letters; clarity on RSU/PSU treatment for CEO upon CIC is not specified in offer letters (PSUs/RSUs generally governed by plan/award agreements), a documentation nuance to monitor in M&A scenarios .
Equity‑Supply Overhang and Potential Selling Pressure
- Time‑based RSUs granted 3/1/2024 (58,309 units) vest ratably over three years; prior RSUs vest 6.25% quarterly, creating recurring settlement events that could add secondary supply depending on 10b5‑1 plans and personal liquidity needs .
- Two tranches of 2024 PSUs (38,873 each at target) cliff‑vest based on 2026 goals; outcomes could meaningfully change realized equity in 2027, influencing future Form 4 activity .
Say‑on‑Pay & Shareholder Feedback
- 2023 SOP approval ≈68%; 2024 program changes implemented: formulaic annual plan, introduction of PSUs, reduced CEO LTI; outreach to holders representing ~70% of shares with meetings covering ~41% .
Employment Terms (Severance & CIC Economics) – Detail
| Scenario | Cash | Equity Acceleration | Notes |
|---|---|---|---|
| Termination without cause (non‑CIC) | 6 months base salary | 6 months acceleration of unvested options (offer letter era) | Release required |
| CIC + qualifying termination (within 12 months) | — | 100% acceleration of unvested options (double‑trigger; offer letter era) | Release required |
Investment Implications
- Alignment: The 2024 redesign adds multi‑year performance rigor (PSUs) and keeps cash bonus formulaic; prohibitions on hedging/pledging, 6x CEO ownership guideline, and a clawback all support alignment, while reduced LTI sizing responds to SOP feedback .
- Retention vs dilution: Large outstanding RSU/PSU/option overhang provides retention but can pressure float as tranches settle; monitor vesting cadence (quarterly RSUs) and potential 10b5‑1 selling to gauge stock overhang .
- Execution risk: 2024 adjusted EBITDA margin under‑target (0% metric payout) and negative net income highlight the importance of delivering the 2026 revenue/EBITDA goals embedded in PSUs; failure would reduce realized pay but also signals business execution challenges .
- Governance: Separation of Chair/CEO and fully independent committees mitigate dual‑role concerns; strong meeting cadence and attendance support oversight quality .