Lauren Vaccarello
About Lauren Vaccarello
Independent director of Thryv Holdings, Inc. since 2020; age 41 as of the 2025 proxy. Background includes senior marketing leadership across SaaS and data companies; Bachelor of Science in Marketing from Emerson College. Current roles: Chief Marketing Officer at WEKA and Executive in Residence at Scale Venture Partners, reflecting deep go-to-market and digital marketing expertise suitable for SMB-focused SaaS governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WEKA | Chief Marketing Officer | Current (2025 proxy) | Marketing leadership; SaaS scale experience |
| Scale Venture Partners | Executive in Residence | Current (2025 proxy) | Venture/growth advisory; portfolio insight |
| Salesloft | Chief Marketing Officer | May 2022 – Jun 2023 | GTM execution in sales engagement |
| Talend S.A. | Chief Marketing Officer | Jul 2019 – Oct 2021 | Data integration/integrity, brand repositioning |
| Box, Inc. | VP Customer Engagement; VP Marketing | Jul 2015 – Oct 2018 | Enterprise SaaS growth; customer engagement |
| Sysomos Inc. | SVP Marketing | Aug 2014 – Jul 2015 | Social/analytics marketing |
| AdRoll Group; Salesforce.com | Executive leadership roles | Not dated | Digital performance marketing; enterprise SaaS |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| USA for UNFPA | Director (non-profit) | Current (2025 proxy) | Non-profit governance; no THRY conflict disclosed |
| SalesHood Inc. | Director | Jul 2019 – Aug 2022 | Private company; no THRY conflict disclosed |
Board Governance
- Independence: Board determined Lauren Vaccarello is independent under SEC/Nasdaq rules .
- Committee assignments and chair roles:
- Compensation Committee: Member; committee met 6 times in 2024; chaired by Bonnie Kintzer .
- Nominating & Corporate Governance Committee: Member; committee met 4 times in 2024; chaired by Ryan O’Hara .
- Board and meeting attendance:
- 2024: Board met 5 times; all directors (including Vaccarello) attended at least 75% of board and committee meetings on which they served .
- Annual meeting attendance: She did not attend the 2023 Annual Meeting; all directors except Heather Zynczak attended the 2024 Annual Meeting .
- Lead Independent Director: John Slater (not Vaccarello) .
Fixed Compensation
| Item | FY 2024 | FY 2023 |
|---|---|---|
| Annual board retainer (cash) | $100,000 | $100,000 |
| Additional committee service (2+ committees, non-chair) | $10,000 | $10,000 |
| Committee chair fees | None (not a chair) | None (not a chair) |
| Lead Independent Director fee | N/A | N/A |
| Total cash fees | $110,000 | $110,000 |
Performance Compensation
| Equity Component | Grant Date | Shares/Units | Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (annual grant) | Jun 13, 2024 | 7,364 RSUs outstanding at FY-end | $140,000 (grant date fair value) | Vest in full on 1-year anniversary of grant | Closing price $19.01 at grant |
| Options (legacy) | Prior grant (outstanding) | 55,556 options outstanding at FY-end | — | Terms not re-disclosed for directors | Count disclosed for directors |
| RSUs (prior year) | Jun 13, 2023 | 5,579 RSUs outstanding at FY-end 2023 | $140,000 (grant date fair value) | Vest in full on 1-year anniversary | Closing price $25.09 at grant |
Performance metrics tied to director equity: Board uses straightforward annual RSUs for directors; no director-specific performance metrics disclosed (NEO metrics are separate). Stock ownership guidelines for non-employee directors: expected to own common stock equal to 3× annual retainer within five years (adopted August 2022) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None disclosed |
| Private/non-profit boards | USA for UNFPA (non-profit); SalesHood (private, past) |
| Committee interlocks | Proxy states no compensation committee interlocks or insider participation involving Vaccarello |
Expertise & Qualifications
- Digital marketing and SaaS growth leadership across Talend, Box, Salesloft, WEKA; deep GTM and customer engagement experience .
- Board member on Compensation and Nominating & Corporate Governance—direct involvement in pay design, peer benchmarking oversight, and director nominations .
- Education: B.S. in Marketing, Emerson College .
Equity Ownership
| Date (Record) | Direct Shares | Acquirable within 60 days (Options + RSUs) | Breakdown (Options; RSUs vest ≤60 days) | Total Beneficial Ownership | % of Outstanding Shares |
|---|---|---|---|---|---|
| Apr 15, 2025 | 10,971 | 62,920 | 55,556 options; 7,364 RSUs | 73,891 | Less than 1% (based on 43,731,034 shares outstanding) |
| Apr 16, 2024 | 5,392 | 47,246 | 41,667 options; 5,579 RSUs | 52,638 | Less than 1% (based on 35,928,503 shares outstanding) |
Stock ownership and retention guidelines: Non-employee directors must reach ownership equal to 3× annual retainer within five years; compliance is monitored, but individual director compliance status is not disclosed . Anti-hedging and anti-pledging policy applies to directors—hedging and pledging of company stock are prohibited .
Governance Assessment
- Board effectiveness and engagement:
- Active participation on Compensation and Nominating & Corporate Governance committees; compensation committee met six times in 2024, nom/gov met four; board met five—attendance threshold of at least 75% met across directors in 2024 .
- Signs annual Compensation Committee Report with the chair and Lead Independent Director, indicating active oversight of pay design and CD&A .
- Independence and conflicts:
- Classified as independent by the board (SEC/Nasdaq standards). No related-party transactions involving Vaccarello disclosed; broader related-party items (e.g., BlackRock loan participation, expired nomination rights of Mudrick/Paulson/GoldenTree) do not implicate her directly .
- Director compensation and ownership alignment:
- Pay mix: cash retainer + modest RSU grant (no meeting fees); structure unchanged YoY—$110k cash, $140k RSUs. RSUs vest annually, supporting alignment; legacy options remain outstanding .
- Ownership growing YoY (52,638 → 73,891 beneficial shares); less than 1% of outstanding shares, consistent with non-employee director norms .
- Shareholder signals:
- 2024 director election votes: Vaccarello received 24,284,644 FOR; 5,200,839 WITHHELD; broker non-votes 2,634,409—indicative of substantial support, with some dissent typical for contested governance environments .
- 2024 say‑on‑pay advisory vote showed broad support (28,891,257 FOR; 447,130 AGAINST; 147,096 ABSTAIN) .
- Policies that bolster investor confidence:
- Clawback policy adopted Nov 29, 2023 (Exchange Act 10D/Nasdaq 5608 compliant); anti‑hedging/anti‑pledging; stock ownership guidelines for directors .
- Red flags and watch items:
- Attendance: Did not attend the 2023 Annual Meeting; attended the 2024 Annual Meeting; 2024 meeting attendance across directors met at least 75% threshold—minor prior-year annual meeting absence noted .
- Legacy options outstanding—ensure no repricing for directors; no director option repricing disclosed (NEO repricing in 2020 referenced separately) .
Director Election and Meeting Context
| Item | Detail |
|---|---|
| 2024 Annual Meeting—Director election votes (Class I) | Lauren Vaccarello: FOR 24,284,644; WITHHELD 5,200,839; BROKER NON-VOTES 2,634,409 |
| 2024 Say-on-Pay advisory vote | FOR 28,891,257; AGAINST 447,130; ABSTAIN 147,096; BROKER NON-VOTES 2,634,409 |
| 2024 meetings held | Board 5; Audit 4; Compensation 6; Nominating & Corporate Governance 4 |
Overall, Vaccarello’s independent status, committee work in compensation and governance, and increasing beneficial ownership support alignment and board effectiveness; minor attendance lapse in 2023 annual meeting is noted but offset by 2024 engagement and governance structures (clawback/anti-hedging) that reduce risk for investors .