Paul Rouse
About Paul Rouse
Paul D. Rouse, age 66, is Thryv’s Chief Financial Officer, Executive Vice President and Treasurer, serving since November 2014. He holds a Bachelor of Science in Accounting from Long Island University and previously served as CFO of Apple & Eve, LLC and as Vice President of Finance, Corporate & Business Development, and Treasurer at Yellowbook, Inc. Company-level performance metrics used in pay-versus-performance disclosure show TSR of 105.71 in 2024 (value of $100 investment), SaaS Net Revenue of $343.5 million in 2024, and Net Income (Loss) of $(74.2) million for 2024, providing context for incentive outcomes and alignment frameworks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Apple & Eve, LLC | Chief Financial Officer | 2012–2014 | Led finance at consumer products company prior to Thryv; prepared for transition to software-centric operations |
| Yellowbook, Inc. | VP Finance, Corporate & Business Development; Treasurer | Prior to 2012 | Managed finance and development at a directories/digital marketing predecessor to Thryv’s SMB focus |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external public company directorships disclosed |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 521,673 | 521,673 | 521,673 |
| Target Annual Incentive (% of Base) | 70% | 70% | 70% |
| Actual STI Paid ($) | 840,807 | 584,091 | 371,744 |
| Over-Performance Plan (OPP) Paid ($) | Included in non‑equity incentive total above | Included in non‑equity incentive total above | 93,849 |
| All Other Compensation ($) | 14,640 | 18,590 | 19,510 |
Performance Compensation
Annual Cash Incentives (2024 STI design and outcome)
| Metric | Weight | Target | Actual | Component Payout | Notes |
|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 25% | 166.00 (100%) | 161.95 | 102.4% weighted average across company metrics (with FCF and SaaS Net Rev) | Definitions include standard non-GAAP adjustments |
| Free Cash Flow ($mm) | 25% | 55.00 (100%) | 60.67 | 102.4% weighted average across company metrics | FCF excludes certain items per plan |
| Reported SaaS Net Revenue ($mm) | 25% | 316.00 (100%) | 330.06 | 102.4% weighted average across company metrics | Transition to SaaS priority |
| Individual Performance | 25% | 100% | 100% | 100% | Gate requires EBITDA ≥ $150mm; achieved |
- STI total payout factor ≈ 101.8% (75% company metrics at 102.4% + 25% individual at 100%); Paul’s STI paid $371,744 vs target dollar $365,171, consistent with plan math .
Over-Performance Plan (OPP) 2024
| Metric | Weight | Threshold (≥ STI Max) | Actual | Payout Factor | Paul Rouse Payment ($) |
|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 30% | 173.50 | 161.95 | 0.0% | |
| Free Cash Flow ($mm) | 40% | 60.00 | 60.67 | 4.4% | |
| Reported SaaS Net Revenue ($mm) | 30% | 321.00 | 330.06 | 60.4% | |
| Total | 25.7% weighted average | 93,849 |
Long-Term Equity (2024 grants and structures)
| Grant Type | Grant Date | Units | Vesting | Performance Metrics |
|---|---|---|---|---|
| PSUs | Jan 5, 2024 | 82,281 target | 3-year cliff (Jan 1, 2024–Dec 31, 2026), settle in early 2027 | rTSR 30% (40th/50th/65th pctile), aTSR 30% (8%/10%/12.5%), SaaS Rev CAGR 40% (15%/18%/22%); payout 0–150% |
| RSUs | Jan 5, 2024 | 54,854 | Ratably on Jan 5, 2025/2026/2027 | Time-based retention alignment |
- 2024 total grant date value: $2,500,000 (PSUs $1.5mm; RSUs $1.0mm) .
- 2022 and 2023 outstanding awards and option history summarized in outstanding awards table (incl. legacy options exercisable) .
Equity Ownership & Alignment
| Ownership Measure (as of Apr 15, 2025) | Value |
|---|---|
| Shares owned directly | 96,881 |
| Options exercisable within 60 days | 240,632 |
| Total beneficial ownership (SEC Rule 13d-3) | 337,513 (<1% of SO) |
| Shares pledged as collateral | Prohibited by insider trading policy (anti-pledging) |
| Hedging policy | Hedging and short sales prohibited |
| Ownership guidelines | Executive Committee: 3× base salary; 5-year compliance window |
| Compliance status disclosure | Majority of NEOs in compliance or making progress (individual compliance not enumerated) |
Employment Terms
| Term | Key Provisions |
|---|---|
| Severance Plan (EVP Severance Plan) | If terminated without cause or resign for good reason: 78 weeks base pay + 1.5× target STI, paid over 78 weeks; prorated STI based on actual company performance; company-paid life insurance up to 18 months; outplacement up to 12 months |
| Change-in-Control (CIC) | If terminated without cause or resign for good reason within 2 years post-CIC: 104 weeks base pay + 2× target STI, paid over 104 weeks; accelerated RSU vesting; PSUs vest at target upon CIC termination |
| Non-compete & Non-solicit | Non-compete for 12 months post-termination; employee/customer non-solicitation for 12 months |
| Clawback | Board-adopted clawback policy compliant with Exchange Act Section 10D and Nasdaq Rule 5608 (Nov 29, 2023) |
| Anti-hedging/pledging | Hedging and pledging prohibited for directors and certain employees (including officers) |
| Form 8-K signatory | Paul D. Rouse signed multiple 8-Ks as CFO, evidencing role continuity |
Compensation Structure Analysis
- Mix shift: Meaningful equity mix via PSUs (60% of 2024 LTI value) and RSUs (40%), increasing performance-conditioned pay tied to rTSR, aTSR, and SaaS Revenue CAGR—clear linkage to shareholder outcomes and strategic SaaS transition .
- Annual incentives: Balanced scorecard (Adj. EBITDA, FCF, Reported SaaS Net Revenue, Individual goals), with an EBITDA gate on the individual component—reduces risk of payouts misaligned to profitability .
- Overachievement design: OPP only funds above STI maximum thresholds; 2024 payout modest (25.7%) driven by SaaS revenue exceeding OPP threshold while EBITDA did not—signals disciplined design .
- Option history: Company repriced Nov 2019 options in Nov 2020 (from $16.20 to $13.82) with delayed vesting—board-sanctioned modification; noteworthy governance event though historical and broadly applied across NEOs .
Performance & Track Record (Company-level context)
| Year | TSR ($100 Base) | Russell 2000 Peer TSR ($100 Base) | Net Income (Loss) ($000s) | SaaS Net Revenue ($000s) |
|---|---|---|---|---|
| 2020 | 96.43 | 128.97 | 149,221 | 129,824 |
| 2021 | 293.79 | 146.64 | 101,577 | 171,052 |
| 2022 | 135.71 | 115.02 | 54,348 | 216,346 |
| 2023 | 145.36 | 132.38 | (259,295) | 263,717 |
| 2024 | 105.71 | 145.65 | (74,216) | 343,476 |
Notable initiatives: Compensation committee uses a defined peer group to benchmark practices (e.g., HubSpot, Paycom, Pegasystems, Workiva, Yelp) while emphasizing internal performance over market medians; independent consultant Lyons Benenson engaged since Oct 2021 .
Equity Grants & Outstanding Awards Snapshot (Paul Rouse)
| Grant | Units | Status/Value Reference |
|---|---|---|
| PSUs (2024) | 82,281 target | Earn-out 0–150% based on rTSR, aTSR, SaaS Rev CAGR; vest early 2027 |
| RSUs (2024) | 54,854 | Vests Jan 5, 2025/2026/2027 |
| PSUs (2023) | 84,284 target | Outstanding; values shown at Dec 31, 2024 market |
| RSUs (2023) | 30,256 | Outstanding; market value disclosed |
| RSUs (2022) | 36,424 | Outstanding; market value disclosed |
| Options (2016, 2019) | 129,521; 111,111 | Exercisable; repriced 2019 grant to $13.82 with amended vesting |
Related Party, Governance & Policies
- Stock ownership guidelines require 3× base salary for Executive Committee roles; five-year compliance window; majority of NEOs compliant or progressing .
- Anti-hedging/anti-pledging policy enforced; directors and officers restricted .
- Term Loan Facility: $350mm new term loan (May 1, 2024), 40% held by BlackRock, SOFR + 6.75%; $271.3mm outstanding as of Mar 31, 2025—capital structure context rather than executive-related; included for risk profile completeness .
Investment Implications
- Strong pay-for-performance architecture: High proportion of PSUs tied to TSR and SaaS revenue CAGR aligns Paul Rouse’s incentives with shareholder returns and SaaS growth, reducing the risk of value-destructive strategies focused solely on top-line without profitability .
- Balanced annual incentives: Inclusion of FCF and Adjusted EBITDA with an EBITDA gate on individual payouts promotes cash discipline—2024 STI near-target payout and modest OPP underscore calibrated funding against performance .
- Alignment safeguards: Anti-hedging/pledging policies and ownership guidelines support skin-in-the-game; however, individual compliance status is not itemized—monitor for future disclosure updates .
- Retention and CIC economics: EVP Severance Plan provides meaningful protection (78–104 weeks base plus 1.5–2.0× target STI), with RSU acceleration and PSUs vesting at target on CIC termination—consider retention strength and potential cost in change-of-control scenarios .
- Historical option repricing (2020) across NEOs is a governance footnote; no current evidence of ongoing repricing practices—continue monitoring for any modifications to underwater awards .