Amer Akhtar

About Amer Akhtar

Amer Akhtar (age 55) is an independent Class I director of Thryv Holdings, Inc., serving since 2020. He is currently CEO of iTrade Network Inc. and previously held senior roles in software, AI recruiting, autonomous mapping, EV manufacturing, SMB tech, and at ADP; he holds an MBA from the Tuck School of Business at Dartmouth. He is designated as an audit committee financial expert, and the board has affirmatively determined he is independent under Nasdaq and SEC rules. Tenure on THRY’s board: ~5 years as of the 2025 proxy.

Past Roles

External Roles

Board Governance

• Committee memberships: Audit Committee (member; committee chaired by John Slater) and Nominating & Corporate Governance Committee (member; committee chaired by Ryan O’Hara). Audit committee met 4x in 2024; Nominating & Corporate Governance met 4x in 2024.
• Audit committee financial expert: Yes (SEC Item 407(d) designation).
• Independence: Board determined Akhtar is independent under Nasdaq and SEC rules.
• Attendance: In FY2024, each director attended at least 75% of aggregate board and applicable committee meetings; Akhtar attended the 2024 annual meeting (all directors except Zynczak attended).
• Executive sessions: Lead Independent Director presides; non-management directors meet regularly in executive session.

Fixed Compensation

Performance Compensation

• RSU valuation reference: $140,000 grant sized using closing price $19.01 on grant date; one-year cliff vest schedule for directors.
• Company’s executive performance metrics (context for pay practices; directors are time-based RSUs only): PSUs for NEOs use a 3-year performance period with Relative TSR (30%), Absolute TSR (30%), and SaaS Revenue CAGR (40%); payout curve 50%–150% of target.

Other Directorships & Interlocks

• Compensation Committee interlocks: None; no NEO served on another issuer’s board/compensation committee with reciprocal overlap.
• Original nomination rights (expired): Mudrick Capital, Paulson & GoldenTree had rights at direct listing; these nomination rights have since expired.

Expertise & Qualifications

• Technology/software and SMB domain expertise; audit committee financial expert designation.
• Education: MBA, Tuck School of Business at Dartmouth.
• International operating experience (China leadership at ADP) and scaling roles across AI, EV, SaaS, and SMB tech.

Equity Ownership

• Ownership/retention guidelines: Non-employee directors must hold common stock equal to 3x annual retainer within five years; sales limited to ≤50% of compensatory equity until compliant.
• Anti-hedging/anti-pledging: Directors prohibited from hedging or pledging Thryv securities under Insider Trading Policy.
• Clawback: Board adopted an Exchange Act Section 10D-compliant clawback policy on Nov 29, 2023.

Insider Trades

Governance Assessment

• Strengths: Independence affirmed; audit financial expert; active committee roles (audit and nominating); FY2024 attendance ≥75%; participation in audit committee report; alignment via stock ownership guidelines, anti-hedging/anti-pledging, and clawback policy. These factors support board effectiveness and investor confidence.
• Compensation alignment: Balanced mix of cash ($110k) and equity RSUs ($140k), with one-year vesting promoting near-term alignment; no meeting fees or unusual perquisites disclosed for directors.
• Conflicts/related-party risk: No related-party transactions involving Akhtar disclosed; prior nomination rights by shareholder groups have expired, reducing potential influence.
• RED FLAGS: None observed—no pledging/hedging, no director compensation anomalies, no attendance shortfall, no interlocks. Continued monitoring of option holdings is prudent given legacy grants, but no repricing or director-specific modifications disclosed.

Appendix: Committee and Attendance Detail