Joseph Walsh
About Joseph Walsh
Joseph A. Walsh, age 62, has served as THRY’s Chief Executive Officer since October 2014 and Chairman since December 2021; he is a Class III director on the board and previously led Yellowbook, Inc., chaired Cambium Learning Group (2012–2018), and runs Walsh Partners (since 2012), bringing deep SaaS and SMB marketing leadership to THRY . Under his leadership, THRY’s Pay vs Performance shows 2024 TSR value of $105.71 on a $100 baseline, net loss of $74.2 million, and SaaS Net Revenue of $343.5 million; prior-year TSR values reached $145.36 (2023) and $293.79 (2021), highlighting variability through the SaaS transition . 2024 STI metrics were achieved at Adjusted EBITDA $161.95 million, FCF $60.67 million, and Reported SaaS Net Revenue $330.06 million, driving a 102.4% weighted payout for the company performance component plus 100% on the individual component .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Walsh Partners | CEO & Chairman | 2012–Present | Private investment/advisory; operational continuity and strategic direction experience |
| Cambium Learning Group | Chairman | 2012–2018 | Led edtech company; governance and growth oversight |
| Yellowbook, Inc. | President & CEO | Not disclosed | SMB marketing leadership; print-to-digital transformation experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Walsh Partners | CEO & Chairman | 2012–Present | Private company role held concurrently with THRY CEO/Chair |
| Cambium Learning Group | Chairman | 2012–2018 | Prior public company board leadership |
Fixed Compensation
Multi-year CEO compensation (Summary Compensation Table):
| Metric ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | 1,056,820 | 1,060,900 | 1,060,909 |
| Non-Equity Incentive Plan Compensation | 2,442,723 | 1,696,910 | 1,352,647 |
| Equity Awards (grant-date fair value) | 3,000,000 | 3,000,000 | 3,000,000 |
| All Other Compensation | 51,638 | 53,317 | 54,058 |
| Total | 6,551,181 | 5,811,127 | 5,467,614 |
2024 cash incentive components and targets:
- Base salary: $1,060,909; Target STI: 100% of base salary; STI paid: $1,079,996; OPP paid: $272,651 .
- 2024 “All Other Compensation” includes $30,000 remote office allowance and $7,498 executive physical reimbursement, plus 401(k) match of $16,560 .
Performance Compensation
2024 Short-Term Incentive (STI) design and outcomes:
| Metric | Weight | Target | Actual | Payout / Notes | Vesting / Timing |
|---|---|---|---|---|---|
| Adjusted EBITDA (non-GAAP) | 25% | $166.00m (100% payout) | $161.95m | Company component total weighted payout 102.4% (across EBITDA/FCF/SaaS Rev) | Annual cash; paid Mar 7, 2025 |
| Free Cash Flow (FCF) (non-GAAP) | 25% | $55.00m (100%) | $60.67m | Included in 102.4% weighted payout | Annual cash; paid Mar 7, 2025 |
| Reported SaaS Net Revenue | 25% | $316.00m (100%) | $330.06m | Included in 102.4% weighted payout | Annual cash; paid Mar 7, 2025 |
| Individual Performance | 25% | Gate requires Adj. EBITDA ≥ $150m | Gate met; assessed at target (100%) | 25% of STI at target; overall STI payout earned | Annual cash; paid Mar 7, 2025 |
2024 Over Performance Plan (OPP) design and outcomes:
| Metric | Weight | Threshold (≥ STI max) | Actual | Weighted Payout |
|---|---|---|---|---|
| Adjusted EBITDA | 30% | ≥$173.50m | $161.95m | 0.0% component |
| Free Cash Flow | 40% | ≥$60.00m | $60.67m | 4.4% component |
| Reported SaaS Net Revenue | 30% | ≥$321.00m | $330.06m | 60.4% component |
| Total OPP Weighted Payout | — | — | — | 25.7% average |
2024 Long-Term Equity (granted Jan 5, 2024):
| Award Type | Weight | Units Granted (CEO) | Vesting | Performance Metrics |
|---|---|---|---|---|
| PSUs | 60% of value | 98,737 target units | Cliff vest post 3-year period (Jan 1, 2024–Dec 31, 2026), settle Jan 5, 2027 | rTSR 30% (40th/50th/65th percentile → 50%/100%/150% payout); aTSR 30% (8%/10%/12.5% → 50%/100%/150%); SaaS Revenue CAGR 40% (15%/18%/22% → 50%/100%/150%) |
| RSUs | 40% of value | 65,825 units | For Walsh: 1/3 on Jan 5, 2025; then 1/36 monthly for 24 months thereafter | Time-vesting only |
Stock vesting and option exercises (2024):
- Walsh: 48,207 shares vested, value realized $895,134; no options exercised .
Equity Ownership & Alignment
Beneficial ownership breakdown (as of April 15, 2025):
| Component | Shares |
|---|---|
| Trust-held shares (sole voting power) | 1,625,206 |
| Direct shares | 449,915 |
| Options exercisable within 60 days | 1,049,383 |
| RSUs vesting within 60 days | 5,262 |
| Total beneficially owned | 3,129,806 (6.99% of outstanding) |
Additional alignment policies:
- Stock ownership guidelines: CEO must hold six times base salary; adopted August 2022; majority of NEOs compliant or making progress as of April 15, 2025 .
- Anti-hedging and anti-pledging: Hedging and pledging of THRY securities are prohibited under THRY’s Insider Trading Policy .
- Clawback: Board adopted a Nasdaq-compliant clawback policy on November 29, 2023 .
- Outstanding options: Walsh holds options exercisable at $13.82 expiring November 18, 2029 (repriced in 2020) .
Employment Terms
- Agreement: Amended and Restated Employment Agreement dated Sept 26, 2016; auto-renewal for 1-year terms unless notice given; monthly stipend for remote office .
- Severance (non-CoC): Lump sum 1x base salary + target STI; pro-rated current-year STI at actual performance; applies to termination without cause, resignation for good reason, death/disability, or non-renewal .
- Severance (with CoC + termination): Lump sum 2x base salary + target STI if terminated without cause/resign for good reason within 6 months prior to or 12 months post-CoC; initial 2016 options accelerate; other option agreements also accelerate upon CoC+termination per award terms .
- Non-compete / non-solicit: Non-compete for 6 months post-employment; non-solicit of employees and interference with vendor/joint venture/licensor relationships for 1 year post-employment .
- 2024 illustrative potential payments (assuming termination 12/31/2024): Without cause/good reason—Cash severance $2,121,800; STI $1,079,996; RSU vesting value $359,680; PSU value $1,933,339; CoC+termination increases cash severance to $4,243,600 and accelerations to RSUs $1,281,858 and PSUs $4,064,361 .
Board Governance
- Roles: CEO + Chairman since Dec 2021; Lead Independent Director (John Slater) established; Walsh is not on board committees .
- Committee memberships (2024): Audit (Slater chair), Compensation (Kintzer chair), Nominating & Corporate Governance (O’Hara chair); all committee members independent; Walsh not a member .
- Board independence: Majority independent; independence affirmed for Akhtar, Kintzer, O’Hara, Orfanos, Slater, Vaccarello .
- Meetings: Board met five times in 2024; each director attended ≥75% of the aggregate board/committee meetings during their service; all directors except Heather Zynczak attended the 2024 annual meeting .
- Director pay: Walsh receives no additional director compensation (retainer, equity) due to executive role .
- Governance mechanics: Lead Independent Director presides over executive sessions and liaises on agendas/materials; regular executive sessions planned .
Performance Compensation
2024 incentive plan mechanics and peer benchmarking:
- STI weightings: Adjusted EBITDA 25%, FCF 25%, SaaS Net Revenue 25%, Individual 25%; individual component gated by EBITDA ≥ $150m .
- OPP weightings: Adjusted EBITDA 30%, FCF 40%, SaaS Net Revenue 30%; only pays for above-STI-maximum performance; total short-term incentive cash capped at 200% of STI at target .
- PSU design: rTSR vs specified 18-company SaaS/software peer list (e.g., HubSpot, Five9, Verint, Wix), aTSR, and SaaS Revenue CAGR; linear interpolation with 0–150% payout .
- Compensation consultant: Lyons Benenson engaged directly by the Compensation Committee since Oct 2021; advises on philosophy, design, targets, and risk assessment .
Director Compensation (Walsh)
- Not applicable (no retainer or director-equity grants paid to Walsh in his capacity as a director) .
Other Directorships & Interlocks
- Prior: Chairman of Cambium Learning Group (2012–2018) .
- Current outside roles: Walsh Partners CEO/Chairman (private company) .
Compensation Structure Analysis
- Equity mix shift: THRY discontinued new option awards after 2021; emphasis on PSUs/RSUs under the 2020 Plan; a one-time option repricing occurred in Nov 2020 for 2019 grants (including Walsh), which is a governance sensitivity but was contemporaneously disclosed .
- At-risk pay emphasis: CEO target STI at 100% of salary with OPP overlay; PSUs at 60% of 2024 LTI value drive alignment with TSR and SaaS growth, reducing guaranteed pay components .
- Ownership and retention: CEO monthly RSU vesting after the first anniversary creates a steady supply of shares that may be sold to cover taxes or diversify, a potential technical overhang; however, anti-pledging mitigates collateral-driven selling risk .
Risk Indicators & Red Flags
- Dual role CEO + Chairman; mitigated by Lead Independent Director structure and majority-independent committees .
- Option repricing in 2020 for 2019 grants (repriced to $13.82), an investor-sensitive practice; later focus shifted to PSUs/RSUs .
- Clawback policy adopted (Nov 29, 2023); anti-hedging/anti-pledging in place, reducing misalignment risk .
- Related-party financing exposure: BlackRock held 40% of $350m New Term Loan Facility in 2024; $271.3m outstanding at 3/31/2025 (SOFR + 6.75%), which is material but well-disclosed .
Compensation Peer Group (2024)
AppLovin; Clear Channel Outdoor; Criteo; Digital Turbine; Five9; HubSpot; MicroStrategy; Paycom; Paylocity; Pegasystems; Perion; Stagwell; Verint; Workiva; Yelp .
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting includes a non-binding advisory vote on NEO compensation (Say-on-Pay) .
Equity Ownership & Alignment (Guidelines)
| Role | Ownership Threshold |
|---|---|
| CEO | 6x base salary |
| Executive Committee | 3x base salary |
| Vice Presidents | 1x base salary |
| Non-Employee Directors | 3x annual retainer |
Employment & Contracts (Key Terms)
- Auto-renew 1-year terms; termination without cause permits lump sum severance (1x) and pro-rated STI; CoC+termination increases to 2x and accelerates equity per award terms .
- Restrictive covenants: 6-month non-compete; 1-year non-solicit; confidentiality/IP assignment .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR value of $100 investment | 96.43 | 293.79 | 135.71 | 145.36 | 105.71 |
| Peer (Russell 2000) TSR value | 128.97 | 146.64 | 115.02 | 132.38 | 145.65 |
| Net income (loss) $000s | 149,221 | 101,577 | 54,348 | (259,295) | (74,216) |
| SaaS Net Revenue $000s | 129,824 | 171,052 | 216,346 | 263,717 | 343,476 |
Board Governance Details (Committees & Attendance)
| Committee | Members | Chair | Meetings (2024) |
|---|---|---|---|
| Audit | Akhtar; Slater; Zynczak (all independent; financial experts) | Slater | 4 |
| Compensation | Kintzer; Slater; Vaccarello (all independent) | Kintzer | 6 |
| Nominating & Corporate Governance | Akhtar; O’Hara; Vaccarello (all independent) | O’Hara | 4 |
| Board | — | Walsh (Chairman); Slater (Lead Independent Director) | 5 |
Investment Implications
- Alignment strong: High at-risk pay via PSUs tied to rTSR, aTSR, and SaaS revenue CAGR, combined with meaningful personal ownership (6.99%) and ownership guidelines, support long-term alignment; anti-hedging/anti-pledging and clawback add guardrails .
- Technical overhang: CEO RSUs vest monthly after the first anniversary, and 2024 saw 48,207 shares vest for Walsh with $895k realized value; watch Form 4 activity for ongoing tax-related sales creating incremental float .
- Governance trade-off: Dual role CEO/Chairman raises independence concerns, partly mitigated by Lead Independent Director and independent, active committees; 2020 option repricing is a legacy red flag but current emphasis on PSUs/RSUs is favorable .
- Pay-performance calibration: 2024 STI delivered ~102% company component payout and modest OPP (25.7% weighted), reflecting disciplined thresholds and alignment with SaaS transition KPIs; investors should track PSU earnout vs rTSR/aTSR/CAGR to gauge long-term value realization .
- Contract economics: Double-trigger CoC severance (2x base+target STI; PSU/RSU accelerations under specified conditions) is standard but material; monitor corporate actions for potential incentives around event timing .