Grant Freeman
About Grant Freeman
Grant Freeman, age 46, is President of Thryv Holdings, Inc. (THRY) since September 1, 2023; prior roles include Chief Customer Officer (2021–2023) and VP of Client Success (2018–2021). He holds a BA in Marketing from Penn State University and brings 20+ years in SMB SaaS and digital marketing, with documented impact at Thryv including double‑digit client growth and 18%+ active user engagement under his leadership . Company performance metrics used to fund 2024 incentives were Adjusted EBITDA $161.95m, Free Cash Flow $60.67m, and Reported SaaS Net Revenue $330.06m; broader 2024 pay-versus-performance shows SaaS Net Revenue $343.5m, TSR index value 105.71 vs Russell 2000 145.65, and net loss $(74.2)m .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Thryv Holdings, Inc. | President | Sep 2023–present | Leads profitable SaaS growth and operations |
| Thryv Holdings, Inc. | Chief Customer Officer | Oct 2021–Aug 2023 | Drove double‑digit client growth; 18%+ YoY active user engagement |
| Thryv Holdings, Inc. | VP, Client Success | Nov 2018–Sep 2021 | Led acquisition, retention, onboarding, monetization for software segment |
| DexYP | Asst. VP – Training, Recruiting & Thryv Software Sales | Apr 2015–Oct 2018 | Built sales/onboarding capabilities for SMB software |
| Hibu/Yellowbook | Senior leadership roles | Prior to 2015 | Led digital media and sales; trained teams across 23 states |
External Roles
No external public company board roles disclosed in company filings reviewed for Freeman .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 350,577 | 392,885 | 500,000; 2% increase vs prior setting |
| Allowance ($) | — | — | — |
| Executive Physical ($) | — | — | — |
| 401(k) Match ($) | — (included in All Other) | 15,840 | 16,560 |
| All Other Compensation ($) | 12,559 | 15,840 | 16,560 |
Performance Compensation
Short‑Term Incentive (STI) – Plan Design (2024)
| Metric | Weighting | Target | Vesting/Settlement |
|---|---|---|---|
| Adjusted EBITDA | 25% | $166.00m payout=100% | Cash, annual |
| Free Cash Flow | 25% | $55.00m payout=100% | Cash, annual |
| Reported SaaS Net Revenue | 25% | $316.00m payout=100% | Cash, annual |
| Individual Performance | 25% | 100% (gate at $150m Adj. EBITDA) | Cash, annual |
Short‑Term Incentive (STI) – 2024 Results
| Metric | Weighting | Actual 2024 | Payout % |
|---|---|---|---|
| Company performance (weighted across Adj. EBITDA, FCF, SaaS Net Rev) | 75% | EBITDA $161.95m; FCF $60.67m; SaaS Net Rev $330.06m | 102.4% |
| Individual performance | 25% | Target (100%) | 100% |
| Resulting Freeman STI ($) | — | — | $356,300 |
Over Performance Plan (OPP) – 2024
| Metric | Weighting | Threshold vs STI Max | Actual 2024 | Payout % |
|---|---|---|---|---|
| Adjusted EBITDA | 30% | ≥$173.50m | $161.95m | 0.0% |
| Free Cash Flow | 40% | ≥$60.00m | $60.67m | 4.4% |
| Reported SaaS Net Revenue | 30% | ≥$321.00m | $330.06m | 60.4% |
| Weighted Average Payout | — | — | — | 25.7% |
| Resulting Freeman OPP ($) | — | — | — | $89,950 |
Long‑Term Incentive – Equity Grants (2024)
| Award Type | Grant Date | Units | Fair Value ($) | Vesting |
|---|---|---|---|---|
| PSUs | Jan 5, 2024 | 65,825 | 1,200,000 | 3‑yr performance, cliff on Jan 5, 2027 |
| RSUs | Jan 5, 2024 | 43,883 | 800,000 | 1/3 annually on Jan 5, 2025/2026/2027 |
PSU Performance Framework (2024–2026 cohort)
| Metric | Weight | Threshold | Target | Max | Payout Range |
|---|---|---|---|---|---|
| Relative TSR | 30% | 40th percentile | 50th percentile | 65th percentile | 50–150% |
| Absolute TSR | 30% | 8.0% | 10.0% | 12.5% | 50–150% |
| SaaS Revenue CAGR | 40% | 15% | 18% | 22% | 50–150% |
Equity Ownership & Alignment
| As of April 15, 2025 | Count | Notes |
|---|---|---|
| Shares owned directly | 58,072 | Beneficial ownership table |
| Options exercisable within 60 days | 75,556 | 55,556 at $13.82 exp. 11/18/2029; 20,000 at $10.35 exp. 12/11/2030 |
| Total beneficial ownership | 133,628; <1% of outstanding (*) | Based on 43,731,034 shares outstanding; “*” denotes <1% |
| Unvested RSUs (12/31/2024) | 43,883; $649,468 MV | Jan 5 annual tranches |
| Unvested PSUs (at target, 12/31/2024) | 65,825; $974,210 MV | Cliff on Jan 5, 2027 |
- Stock ownership guidelines: Executive Committee expected to hold 3× base salary within five years; selling limited to ≤50% of compensatory equity until compliant .
- Anti‑hedging/anti‑pledging: Directors and employees (including officers) prohibited from hedging or pledging THRY securities .
Employment Terms
| Scenario (as of Dec 31, 2024) | Cash Severance ($) | STI ($) | Benefits Cont. ($) | RSUs Vest ($) | PSUs Vest ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Resignation for Good Reason or Termination without Cause | 1,275,000 | 356,300 | 1,138 | 483,662 | 1,168,382 | 7,250 | 3,291,733 |
| Death/Disability | — | — | — | 483,662 | 1,168,382 | — | 1,652,045 |
| Good Reason/No Cause in connection with Change in Control | 1,700,000 | 356,300 | 1,138 | 1,078,742 | 2,492,660 | 7,250 | 5,636,091 |
- Severance program: Freeman participates in EVP Severance Plan (salary continuation + 1.5× target STI; enhanced to 104 weeks + 2× target STI within 2 years post‑CoC) .
- Equity treatment: Pro‑rata vesting for RSUs/PSUs on qualified separation; immediate vesting at target for RSUs/PSUs upon change‑in‑control plus qualifying termination .
- Restrictive covenants: Non‑compete and employee/customer non‑solicit for 12 months post‑termination .
- Clawback: Board‑adopted policy compliant with SEC Rule 10D‑1/Nasdaq Rule 5608 (Nov 29, 2023) .
Compensation Structure Analysis
- Mix shift to RSUs/PSUs: Since 2022, annual equity grants comprise RSUs and PSUs; no new options issued beginning FY2021, aligning incentives to multi‑year SaaS/TSR performance .
- 2024 pay changes: Freeman’s base salary set at $500,000 with a 2% increase; STI target 70% of base; OPP target also 70% of base, reinforcing pay‑for‑performance .
- Performance rigor: 2024 STI gate at $150m Adjusted EBITDA for funding individual component; OPP only pays above STI max thresholds, capping total at 200% of STI target .
- Option repricing history: 2019 options were repriced in 2020 from $16.20 to $13.82 with vesting delay—a governance sensitivity from prior years, not repeated in current design .
Investment Implications
- Alignment: Freeman’s equity exposure includes meaningful unvested PSUs/RSUs and strict anti‑hedging/pledging and ownership guidelines; however, direct ownership remains <1% of shares outstanding, indicating alignment is primarily via incentive equity rather than absolute stake .
- Near‑term selling pressure: RSU tranches vest annually on Jan 5 (2025–2027), which can create predictable insider sale windows; company limits sales to ≤50% of compensatory equity until guideline compliance, mitigating abrupt selling .
- Retention/M&A optionality: Severance economics (78 weeks + 1.5× STI target, enhanced under CoC) and accelerated vesting at target upon CoC termination support management retention while creating clear incentives in strategic transactions .
- Performance signals: 2024 STI payout above target (company component 102.4%, individual 100%) and OPP 25.7% reflect over‑achievement in SaaS revenue and FCF against stringent thresholds—positive operational momentum in the SaaS pivot Freeman leads .