Lesley Bolger
Chief Legal Officer & Human Resources; Chief Compliance Officer and Secretary at Thryv Holdings
Executive
About Lesley Bolger
Lesley Bolger serves as Chief Legal Officer & Human Resources and Executive Vice President since October 2021, and as Chief Compliance Officer and Secretary since June 2019; she previously held progressive legal roles at Thryv since 2006. She holds a BA in Finance, an MBA, and a JD from Texas Tech University . Company performance tied to her incentive plans in 2024 achieved Adjusted EBITDA of $161.95M, FCF of $60.67M, and Reported SaaS Net Revenue of $330.06M, resulting in a 102.4% weighted payout for the company performance component and 100% at-target individual performance for NEOs . As of April 15, 2025, she beneficially owned 138,975 shares (56,794 owned directly; 82,181 options exercisable within 60 days), representing less than 1% of outstanding shares .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Thryv Holdings, Inc. | Chief Legal Officer & Human Resources; EVP | Oct 2021–present | Legal and HR leadership; executive oversight |
| Thryv Holdings, Inc. | Chief Compliance Officer & Secretary | Jun 2019–present | Compliance and corporate secretary functions |
| Thryv Holdings, Inc. | Vice President, Corporate Counsel | Jun 2020–Oct 2021 | Corporate legal counsel leadership |
| Thryv Holdings, Inc. | Assistant Vice President, Corporate Counsel | Jul 2019–Jun 2020 | Corporate counsel responsibilities |
| Thryv Holdings, Inc. | Assistant General Counsel | Jul 2017–Jun 2019 | Legal support and advisory |
| Thryv Holdings, Inc. | Senior Counsel | Dec 2006–Jul 2017 | Legal counsel for operations |
External Roles
(No disclosures found in retrieved filings.)
Fixed Compensation
- Base salary in 2024: $388,238; compensation committee noted Bolger received a 2% base salary increase in 2024 .
| Component | 2024 Value |
|---|---|
| Base Salary ($) | $388,238 |
| STI Target (% of base) | 60% |
| OPP Target (% of base) | 60% |
| Executive Physical Perquisite Cap (EVP) | $4,000 |
Performance Compensation
2024 Short-Term Incentive (STI) Metrics and Outcomes
| Metric | Weight (%) | Target | Actual 2024 | Company Component Payout Basis |
|---|---|---|---|---|
| Adjusted EBITDA | 25 | $166.00M (100%) | $161.95M | Funding table per thresholds/targets |
| Free Cash Flow (FCF) | 25 | $55.00M (100%) | $60.67M | Funding table per thresholds/targets |
| Reported SaaS Net Revenue | 25 | $316.00M (100%) | $330.06M | Funding table per thresholds/targets |
| Individual Performance | 25 | Gate: Adj. EBITDA ≥ $150M | At target (100%) | 25% of total award |
- Weighted average payout for Company Performance (75% of award): 102.4%; Individual component (25%): 100% .
- 2024 STI paid to Bolger: $233,631 .
| NEO | 2024 Base ($) | STI Target (%) | 2024 STI Paid ($) |
|---|---|---|---|
| Lesley Bolger | $388,238 | 60% | $233,631 |
Over Performance Plan (OPP) Structure
- OPP funds only after STI achieves maximum; individual earning potential capped at 200% of STI target and overall plan capped at 125% .
- 2024 OPP hurdle: Adjusted EBITDA > $173.50M or FCF > $60.00M or SaaS Revenue > $321.00M .
| Metric | Weight (%) |
|---|---|
| Adjusted EBITDA | 30% |
| Free Cash Flow | 40% |
| SaaS Net Revenues | 30% |
2024 Equity Awards and Vesting Structure
| Instrument | Grant Date | Units (Target) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| PSUs | 1/5/2024 | 57,597 | $1,050,000 | Cliff vest Jan 5, 2027; 3-year period (Jan 1, 2024–Dec 31, 2026) |
| RSUs | 1/5/2024 | 38,398 | $700,000 | One-third annually on Jan 5, 2025/2026/2027 |
PSU performance metrics and weights (2024 grant): rTSR 30% (40th/50th/65th percentile thresholds), aTSR 30% (8%/10%/12.5%), SaaS Revenue CAGR 40% (15%/18%/22%); payout 50%/100%/150% of target, straight-line interpolation; assessed early 2027 .
Stock awards vested in 2024 (value realized): 18,414 shares; $346,642 for Bolger .
Equity Ownership & Alignment
Beneficial Ownership (as of April 15, 2025)
| Holder | Shares Owned (#) | Options/RSUs Vesting within 60 Days (#) | Total Beneficial (#) | % Outstanding |
|---|---|---|---|---|
| Lesley Bolger | 56,794 | 82,181 (options) | 138,975 | <1% |
Outstanding Equity Awards (FY End 2024)
| Type | Grant Date | Exercisable (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | RSUs MV ($) | Unearned PSUs (#) | PSUs MV ($) |
|---|---|---|---|---|---|---|---|---|
| Stock Options | 9/26/2016 | 1,625 | 3.68 | 9/26/2026 | — | — | — | — |
| Stock Options | 11/18/2019 | 55,556 | 13.82 | 11/18/2029 | — | — | — | — |
| Stock Options | 12/11/2020 | 25,000 | 10.35 | 12/11/2030 | — | — | — | — |
| RSUs | 5/3/2022 | — | — | — | 25,497 | $377,356 | — | — |
| RSUs | 1/5/2023 | — | — | — | 21,179 | $313,449 | — | — |
| RSUs | 1/5/2024 | — | — | — | 38,398 | $568,290 | — | — |
| PSUs | 1/5/2023 | — | — | — | — | — | 58,998 | $873,170 |
| PSUs | 1/5/2024 | — | — | — | — | — | 57,597 | $852,436 |
Note: Market values based on $14.80 closing price on Dec 31, 2024 .
Stock Ownership Guidelines and Sale Restrictions
| Title | Ownership Threshold |
|---|---|
| Executive Committee (includes EVPs) | 3x base salary |
- Until compliant, only a maximum of 50% of compensatory equity awarded beginning in 2022 may be sold; majority of NEOs were in compliance or making steady progress as of April 15, 2025 .
Alignment Signals
- 2024 LTI mix: PSUs 60% of grant value; RSUs 40%—a performance-heavy equity mix aligning pay with multi-year TSR and SaaS revenue growth .
- No pension or nonqualified deferred compensation participation for NEOs in 2024 .
Employment Terms
Severance and Change-in-Control Economics (Lesley Bolger)
| Scenario | Cash Severance ($) | STI Awards ($) | Benefits Cont. ($) | RSU Vesting ($) | PSU Vesting ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Good Reason Resignation or Termination without Cause | 918,000 | 233,631 | 971 | 456,905 | 1,127,791 | 7,250 | 2,744,547 |
| Death | — | — | — | 456,905 | 1,127,791 | — | 1,584,695 |
| Disability | — | — | — | 456,905 | 1,127,791 | — | 1,584,695 |
| Good Reason/Termination without Cause in connection with Change in Control | 1,224,000 | 233,631 | 971 | 997,564 | 2,370,886 | 7,250 | 4,834,302 |
- EVP Severance Plan terms: 78 weeks of base pay plus 1.5x target STI (paid over 78 weeks); pro-rated STI for year of termination; within 2 years following a change in control, increased to 104 weeks of base pay and 2x target STI (paid over 104 weeks)—indicative of double-trigger requirements .
- Continuation of Company-paid life insurance coverage up to 18 months upon qualifying terminations .
Clawbacks, Non-Compete, and Contract Terms
(No specific disclosures in retrieved sections; skip.)
Risk Indicators and Red Flags
- Option repricing: 2019 stock options were repriced in November 2020 from $16.20 to $13.82 with amended vesting; all NEOs consented to repricing, which affects alignment optics .
- 2024 vesting realized value: Bolger had 18,414 shares vest ($346,642), creating routine selling/withholding needs for taxes around vest dates .
- No disclosures of pledging or hedging in retrieved sections; ownership guideline restricts sales until compliance .
Compensation Structure Analysis
- Year-over-year mix emphasizes performance equity: 2024 grants set PSUs at 60% (vs. RSUs 40%), maintaining multi-year, TSR/CAGR-linked performance orientation .
- STI metrics retained four-part structure with equal weighting and a gate for the individual component (Adjusted EBITDA ≥ $150M), reinforcing pay-for-performance discipline; 2024 outcomes funded near target for company metrics .
- OPP maintains strict overachievement thresholds (e.g., Adj. EBITDA > $173.50M or FCF > $60.00M or SaaS Revenue > $321.00M) before payout .
Performance & Track Record
- Company 2024 performance used for payouts: Adjusted EBITDA $161.95M, FCF $60.67M, Reported SaaS Net Revenue $330.06M; Company Performance component payout 102.4%; individual at target (100%) .
- 2022 PSU cycle (Jan 2022–Dec 2024) vested Jan 3, 2025 based on achieved performance certified in Feb 2025; details of the earned percentage by metric not provided in the retrieved text .
Equity Ownership & Alignment – Additional Notes
- Beneficial ownership methodology follows Rule 13d-3; RSUs vesting within 60 days included in beneficial totals where applicable; options exercisable within 60 days counted .
- No pension or deferred compensation participation in 2024 for NEOs .
Investment Implications
- Strong pay-for-performance alignment: 60% PSUs with rTSR/aTSR/SaaS CAGR metrics, plus STI tied to Adjusted EBITDA, FCF, and SaaS Net Revenue; 2024 payouts near target suggest incentives keyed to operational execution rather than discretionary outcomes .
- Retention moderate-to-strong: EVP Severance Plan provides sizable cash and equity vesting upon qualifying terminations, with enhanced change-in-control protection on a double-trigger basis; upcoming RSU tranches in Jan 2026/2027 and PSU vest in early 2027 create retention hooks and known vest windows .
- Selling pressure watchpoints: RSU vest dates (Jan 5 annually) and PSU settlement in early 2027; 2024 vesting realized value indicates periodic liquidity needs for taxes; ownership guidelines limit sales until compliance, reducing immediate sell pressure .
- Governance optics: Historical option repricing in 2020 is a noted red flag but legacy; current equity mix and ownership guidelines strengthen alignment going forward .