John Wholey - Chief Operations & Information Officer | Thryv Holdings (THRY) Executive Profile & Compensation

About John Wholey

John Wholey is Thryv’s Chief Operations & Information Officer and Executive Vice President, a role he has held since January 2015; he is 60 years old. He holds a B.S. in Industrial Engineering from Worcester Polytechnic Institute and an MBA in Finance from Drexel University. For FY2024, Thryv’s incentive framework tied leadership pay to Adjusted EBITDA, Free Cash Flow (FCF), and Reported SaaS Net Revenue; actual results were Adjusted EBITDA of $161.95M, FCF of $60.67M, and Reported SaaS Net Revenue of $330.06M, driving a 102.4% company-component STI payout and individual performance funded at 100% for all NEOs. Long-term PSUs for 2024 are measured on rTSR (peer-relative), aTSR, and SaaS revenue CAGR over 2024–2026, vesting in January 2027.

Past Roles

Organization	Role	Years	Strategic Impact
Thryv Holdings, Inc.	Advisor	Nov 2014–Jan 2015	Supported transition into executive role and operational planning
hibu / Yellowbook, Inc.	Vice President / Head of Contact Centers (U.S. & U.K.)	Feb 2000–Oct 2014	Led multi-geography customer operations; scaled and optimized contact center performance

External Roles

Organization	Role	Years	Strategic Impact
None disclosed in proxy	—	—	—

Fixed Compensation

Multi-year summary compensation for John Wholey:

Metric	FY2022	FY2023	FY2024
Salary ($)	419,615	425,000	425,000
Non-Equity Incentive Plan Compensation ($)	684,994	475,851	379,313
Equity Awards ($)	1,750,000	1,750,000	1,750,000
All Other Compensation ($)	14,640	19,840	19,060
Total ($)	2,869,249	2,670,691	2,573,373

2024 base salary levels:

Named Executive Officer	2024 Base Salary ($)
John Wholey	425,000

2024 target incentive percentages:

Incentive Type	Target (% of Base Salary)
STI	70%
OPP	70%

2024 plan-based awards (John Wholey):

Type	Grant Date	Threshold	Target	Maximum	Shares/Units (#)	Grant Date Fair Value ($)
STI (Cash)	—	$96,688	$297,500	$390,469	—	—
OPP (Cash)	—	$29,750	—	—	—	—
PSUs	1/5/2024	—	—	—	57,597	1,050,000
RSUs	1/5/2024	—	—	—	38,398	700,000

Cash incentives actually paid for FY2024:

Incentive	Amount ($)
STI	302,855
OPP	76,458

Performance Compensation

STI metrics and outcomes (FY2024):

Metric	Weighting	Target	Actual	Payout	Vesting
Adjusted EBITDA	25%	$166.00M (Target)	$161.95M	Overall company component 102.4% (weighted average across metrics)	Cash paid after approval (Feb 25, 2025)
Free Cash Flow	25%	$55.00M (Target)	$60.67M	See above	See above
Reported SaaS Net Revenue	25%	$316.00M (Target)	$330.06M	See above	See above
Individual Performance	25%	Funded if EBITDA ≥ $150M	Funded (Company EBITDA > $150M)	100% for all NEOs	See above

OPP metrics and outcomes (FY2024):

Metric	Weighting	Threshold	Target	Maximum	Actual	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%
Total OPP weighted payout	—	—	—	—	—	25.7%

2024 PSU design (3-year performance period: Jan 1, 2024–Dec 31, 2026; vests Jan 5, 2027):

Measure	Weight	Threshold	Target	Maximum	Payout Range
Relative TSR (rTSR)	30%	40th percentile	50th percentile	65th percentile	0–150% of target
Absolute TSR (aTSR)	30%	8.0%	10.0%	12.5%	0–150% of target
SaaS Revenue CAGR	40%	15%	18%	22%	0–150% of target

RSU vesting schedule (2024 awards):

RSUs vest one-third annually on January 5, 2025, 2026, and 2027 for EVPs (including Wholey).

2024 realizations:

Item	Wholey
Shares vested (Stock Awards)	18,414
Value realized on vesting ($)	346,642
Option exercises in FY2024	None

Equity Ownership & Alignment

Beneficial ownership (as of April 15, 2025):

Item	Shares
Shares owned directly	154,090
Options exercisable within 60 days	173,632
Total beneficially owned	327,722
Shares outstanding (denominator)	43,731,034
Ownership as % of outstanding	~0.75% (327,722 / 43,731,034)

Outstanding equity awards at FY-end 2024 (12/31/2024 share price $14.80):

Award Type	Detail	Quantity	Price/Value
Options (Exercisable)	Grant: 9/26/2016; Exp: 9/26/2026; Strike $3.68	62,521	Share price reference $14.80
Options (Exercisable)	Grant: 11/18/2019; Exp: 11/18/2029; Strike $13.82	111,111	Share price reference $14.80
RSUs (Unvested)	2022/2023/2024 grants; time-based	21,179 (2023 grant) ; 38,398 (2024 grant)	$313,449 (2023) ; $568,290 (2024)
PSUs (Unearned at target)	2023 grant; 2024 grant	58,998 (2023) ; 57,597 (2024)	$873,170 (2023) ; $852,436 (2024)

Stock ownership and retention guidelines:

Executive Committee members must hold company stock equal to 3x base salary; until compliant, only a maximum of 50% of compensatory equity granted since 2022 may be sold prior to meeting guidelines. The compensation committee monitors compliance; as of April 15, 2025, most NEOs were compliant or progressing.

Anti-hedging and anti-pledging:

Hedging and short sales are prohibited; pledging of Company securities is prohibited for directors and certain employees (including officers).

Employment Terms

Severance and change-of-control economics (EVP Severance Plan):

Scenario (as of 12/31/2024)	Cash Severance	STI Award	Benefits Continuation	RSU Vesting	PSU Vesting	Outplacement	Total
Resignation for Good Reason or Termination without Cause	$1,083,750	$302,855	$1,163	$456,905	$1,127,791	$7,250	$2,979,713
Resignation for Good Reason/Termination without Cause in connection with a Change in Control	$1,445,000	$302,855	$1,163	$1,385,902	$2,370,886	$7,250	$5,513,055

Plan terms:

Without Cause/Good Reason: 78 weeks of base pay (installments) + 1.5x target STI (installments), pro-rated STI for year of termination, Company-paid life insurance up to 18 months, and outplacement up to one year.
Change in Control (within 2 years): 104 weeks of base pay + 2x target STI (installments).
Non-compete and employee/customer non-solicit covenants apply for 12 months post-termination.
Clawback policy adopted Nov 29, 2023 per Exchange Act Rule 10D-1/Nasdaq Rule 5608.

Perquisites and benefits:

Executive physical reimbursement (EVP up to $4,000), ESPP at 15% discount, 401(k) with company match.

Compensation peer group (FY2024 benchmarking):

AppLovin, Clear Channel Outdoor, Criteo, Digital Turbine, Five9, HubSpot, MicroStrategy, Paycom, Paylocity, Pegasystems, Perion, Stagwell, Verint, Workiva, Yelp.

Investment Implications

Pay-for-performance alignment is explicit: STI weighted equally across Adjusted EBITDA, FCF, and SaaS Net Revenue with an individual gate at EBITDA ≥ $150M; 2024 company metrics produced a 102.4% company-component payout, while OPP paid only 25.7%, signaling discipline around overperformance thresholds. This reduces “bonus inflation” risk and ties cash outcomes to measurable results.
Vesting cadence and potential selling pressure: RSUs vest one-third on Jan 5 of 2025/2026/2027; ownership guidelines limit pre-compliance sales to 50% of compensatory equity awarded since 2022, moderating near-term selling pressure at regular vest dates. Monitor early January windows for tax-withholding related share sales.
Option exposure and timing: Wholey holds in-the-money options (62,521 at $3.68 expiring 9/26/2026; 111,111 at $13.82 expiring 11/18/2029), creating potential exercise events near expiration and incremental alignment via retained upside.
Alignment and risk controls: Anti-hedging and anti-pledging rules, plus a compliant clawback policy, reinforce governance and reduce misalignment risks; 12-month non-compete/non-solicit and severance terms imply moderate retention protections without outsized golden parachute risk.
Monitoring signals: Track quarterly progress on SaaS revenue and margins (key individual goals cited for 2024), TSR trajectory versus the 2024 rTSR peer set for PSU earnouts, and liquidity events around vest dates; limited OPP payout in 2024 suggests a high bar for outsized cash upside.