Jarrod Yahes
Unity SoftwareAbout Jarrod Yahes
Jarrod Yahes is Senior Vice President and Chief Financial Officer of Unity Software Inc. (U) since January 1, 2025; age 49; B.S. in Applied Economics from Cornell University and MBA from UC Berkeley . Unity’s recent performance context: Strategic Revenue in 2024 was $1,723 million and Adjusted EBITDA was $390 million (below the $400 million gate used for 2024 bonuses) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shutterstock | Chief Financial Officer | Dec 2019 – Dec 2024 | Led finance at a global creative platform |
| Zeta Global | Chief Financial Officer | Oct 2016 – Nov 2019 | CFO for marketing technology company |
| Jackson Hewitt Tax Service, Inc. | Chief Financial Officer | Apr 2015 – Oct 2016 | CFO for national tax preparation services |
| ExlService Holdings | Multiple roles, advanced to SVP, Controller | Feb 2005 – Apr 2015 | Scaled controllership and finance operations at a business process solutions company |
External Roles
No public company directorships or external board roles disclosed for Yahes .
Fixed Compensation
| Component | 2025 Terms | Notes |
|---|---|---|
| Base Salary | $525,000 | From letter agreement at appointment |
| Target Bonus % | 75% of base salary | Eligible under Cash Incentive Bonus Plan |
| Sign-on Bonus | $400,000; 50% at start, 50% at 1-year anniversary | Repayment provisions not specified in CFO section |
| New-Hire RSU Value | $12,000,000 | Vests 12.5% on Aug 25, 2025; 6.25% quarterly thereafter, subject to service |
| 1Q25 RSUs & PSUs | ~ $4,000,000 aggregate value | Granted in Q1 2025 |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| 2025 PSUs | Revenue | 75% | Targets set annually across three one-year periods | Not disclosed | 3-year performance period; vests at Committee certification; acceleration on qualified CoC or death per plan |
| 2025 PSUs | Adjusted EBITDA Less Stock-Based Compensation Expense Margin | 25% | Targets set annually across three one-year periods | Not disclosed | Same as above |
| Cash Incentive Bonus Plan (2025 eligibility) | Company performance (plan metrics) | N/A | Not disclosed for 2025; 2024 used Strategic Revenue plus Adjusted EBITDA gate | 2024 paid $0 companywide due to not meeting gate | Annual; per plan terms |
Notes:
- 2025 PSU design ties payout to both growth and profitability with explicit inclusion of stock-based compensation in the margin metric to discourage dilution .
- Unity discontinued stock options for refresh grants in favor of RSUs/PSUs to lower dilution and align with peers .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 1, 2025) | 0 shares reported; <1% of common stock outstanding |
| Shares Outstanding Basis | 414,425,802 shares (Mar 1, 2025) |
| Stock Ownership Guidelines | Non-CEO executives must hold the lesser of 3x base salary or 8,533 shares after phase-in; 5-year phase-in from IPO or appointment |
| Hedging/Pledging | Prohibited by Unity insider trading and corporate policies (no hedging, no pledging, no margin accounts) |
| Vested vs Unvested | Not disclosed for Yahes; significant unvested RSUs/PSUs granted in 2025 |
| 10b5-1 Trading Plans | Pre-clearance required; plans encouraged and governed by policy |
Potential selling pressure dates:
- First RSU tranche: Aug 25, 2025 (12.5%), then 6.25% quarterly thereafter, subject to service and tax withholding sales .
Employment Terms
| Term | Detail |
|---|---|
| Start Date | January 1, 2025 |
| Contract | Letter agreement with salary, bonus eligibility, sign-on, and equity grants |
| Severance Plan Participation | Executive Severance Plan |
| Executive Severance (General Plan Terms) | If not in connection with change-in-control: after 12 months service, 6 months base, 100% target bonus pro-rated, 6 months COBRA; no acceleration . If in connection with change-in-control: full acceleration of unvested equity (performance deemed satisfied at target), 12 months base, 100% target bonus, 12 months COBRA . |
| Clawback | Company-wide clawback compliant with SEC and NYSE rules |
| Non-compete/Non-solicit | Not disclosed in proxy for Yahes |
Compensation Structure Analysis
- Heavy equity mix and shift to PSUs: Yahes’ 2025 package emphasizes equity ($12M RSU plus ~$4M RSU/PSU) and adopts PSUs with balanced growth/profitability metrics; Unity discontinued options for refresh grants to reduce dilution .
- Pay-for-performance: PSU inclusion directly links payout to Revenue and Adjusted EBITDA Less SBC Margin; 2024 cash bonus plan used Strategic Revenue plus an Adjusted EBITDA gate, which resulted in zero payout due to underperformance .
- Ownership alignment: Strict stock ownership guidelines and anti-hedging/anti-pledging policies; phase-in affords time to meet guidelines for newly appointed executives .
Compensation Committee & Peer Group
- HCCC composition and processes: Chaired by Barry Schuler with members Shlomo Dovrat and Keisha Smith; retains Semler Brossy; reviews pay levels, peer group, equity usage, and investor feedback .
- Peer group for 2024 benchmarking included AppLovin, Electronic Arts, Roblox, Take-Two, The Trade Desk, Atlassian, Autodesk, MongoDB, Okta, Twilio, UiPath, Procore, Samsara, Snap, Elastic N.V., DocuSign, Dropbox, Alteryx, Splunk .
- Investor feedback: Unity implemented PSUs in 1Q25 in response to prior advisory vote and investor input, increasing performance-based equity weighting .
Risk Indicators & Red Flags
- Leadership transition: Unity notes executive turnover and associated retention/execution risks; Yahes’ appointment is part of 2024–2025 leadership changes .
- Policy safeguards: Anti-hedging/anti-pledging and clawback policies mitigate misalignment risks .
- 2024 performance shortfalls: Missed Adjusted EBITDA gate and Strategic Revenue threshold resulting in zero cash bonus payout across NEOs .
Investment Implications
- Equity-heavy, performance-linked package should align CFO incentives with profitable growth and disciplined SBC: PSU metric includes stock-based compensation in EBITDA margin, discouraging excessive dilution and supporting operating leverage .
- Watch near-term supply dynamics: First RSU vest for Yahes on Aug 25, 2025 and subsequent quarterly vesting may add modest incremental selling pressure (subject to policy and tax-related sell-to-cover) amid phase-in of ownership guidelines .
- Change-of-control economics: Executive Severance Plan’s full equity acceleration in CoC (performance deemed at target) and 12 months cash/COBRA could be material; investors should assess M&A optionality and potential overhang from accelerated awards .
- Execution risk: Unity’s 2024 underperformance on Strategic Revenue and Adjusted EBITDA gate, combined with ongoing machine learning rebuild and monetization competitiveness, elevates the importance of CFO delivery on cost discipline and revenue quality to unlock PSU value .
Key references:
- Executive bio, position, age: **[1810806_0001810806-25-000081_unity-20250418.htm:34]** **[1810806_0001810806-25-000081_unity-20250418.htm:35]**
- 2024 bonus plan metrics and outcomes (Strategic Revenue $1,723m; Adj. EBITDA $390m; zero payout): **[1810806_0001810806-25-000081_unity-20250418.htm:50]**
- 2025 CFO compensation (salary, bonus %, sign-on, RSU $12m; Q1 grants ~$4m): **[1810806_0001810806-25-000081_unity-20250418.htm:55]**
- 2025 PSU design (metrics, weights, performance periods, vesting/acceleration): **[1810806_0001810806-25-000081_unity-20250418.htm:57]** **[1810806_0001810806-25-000081_unity-20250418.htm:58]**
- Ownership table and outstanding shares basis: **[1810806_0001810806-25-000081_unity-20250418.htm:35]**
- Stock ownership guidelines: **[1810806_0001810806-25-000081_unity-20250418.htm:60]**
- Anti-hedging/anti-pledging & insider trading policy: **[1810806_0001810806-25-000081_unity-20250418.htm:59]** **[1810806_0001810806-25-000026_exhibit191-insidertradingp.htm:3]** **[1810806_0001810806-25-000026_exhibit191-insidertradingp.htm:4]**
- Severance plan terms and CoC acceleration: **[1810806_0001810806-25-000081_unity-20250418.htm:70]**
- HCCC composition/processes and consultant; peer group; investor feedback: **[1810806_0001810806-25-000081_unity-20250418.htm:27]** **[1810806_0001810806-25-000081_unity-20250418.htm:28]** **[1810806_0001810806-25-000081_unity-20250418.htm:29]** **[1810806_0001810806-25-000081_unity-20250418.htm:47]** **[1810806_0001810806-25-000081_unity-20250418.htm:56]**
- Leadership transition risk context: **[1810806_0001810806-25-000081_unity-20250418.htm:41]** **[1810806_0001810806-25-000026_unity-20241231.htm:6]**