John Genovesi
About John Genovesi
John A. Genovesi is Executive Vice President and President, Software & Advisory at UL Solutions, serving since July 2022; he is 61, with a B.S. in Electrical Engineering (Youngstown State University) and an MBA (Case Western Reserve University) . UL Solutions delivered 2024 revenue of $2.9B (+7.2% YoY), net income up 25%, and $524M operating cash flow, while an initial $100 investment on April 12, 2024 was worth $143.88 by year‑end, framing the pay‑for‑performance context for executive incentives . His segment’s 2024 Annual Incentive payout was constrained by Software & Advisory (S&A) underperformance (S&A AOI target $36M vs actual $18M), although company AOI modestly beat target ($498M target vs $502M actual) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UL Solutions | EVP & President, Software & Advisory | Since July 2022 | Leads software and advisory offerings within UL Solutions’ portfolio |
| Adapdix | Chief Operating Officer | May 2021–July 2022 | Ran business operations and company finances at an autonomous manufacturing software firm |
| Rockwell Automation | Senior VP, Enterprise & Software; various roles | 1989–2021 | Scaled Industry 4.0 software portfolio globally; 32-year tenure across leadership positions |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Grenzebach Group | Board of Directors | — | Provides industrial automation domain oversight; external perspective to S&A leadership |
Fixed Compensation
| Component | 2024 Detail |
|---|---|
| Base Salary | $472,500 (SCT reported) |
| Salary Change Within Year | Base increased to $480,000 effective April 1, 2024 (used for incentive targets) |
| Target Annual Bonus (AEIP) | 70% of base; target $336,000 (based on $480,000) |
| Perquisites and Other Compensation | $48,475 total, including $30,475 company retirement contributions and $18,000 executive allowance |
Performance Compensation
Annual Incentive Plan (AEIP) – 2024
| Metric | Weight | Target | Actual | Payout % | Impact on Genovesi |
|---|---|---|---|---|---|
| Company AOI | 50% | $498M | $502M | 104.6% | Contributes to weighted payout |
| S&A Segment AOI | 50% | $36M | $18M | 0% | Contributes to weighted payout |
| Weighted Result | — | — | — | 52.3% | Approved AEIP award: $175,728 |
Changes for 2025 AEIP: metrics shifted to adjusted EBITDA (75%) and revenue (25%), with segment‑specific targets for segment leaders to better align short‑term incentives with profitability and growth .
Long‑Term Incentives (2024 Grants and 2024 IPO Grant)
| Award Type | Grant Details | Vesting | Performance Metrics |
|---|---|---|---|
| PSUs (annual) | $400,000 target value; grant date May 1, 2024; target shares 11,479 | 3‑year cliff, end of 2024–2026 period; dividend equivalents accrue | 50% 3‑yr cumulative organic revenue, 50% 3‑yr cumulative operating income; 0–200% payout |
| RSUs (annual) | $200,000 value; grant date May 1, 2024; 5,738 units | 1/3 each on May 1, 2025/2026/2027; dividend equivalents accrue | |
| NSOs (IPO Growth Grant) | 76,531 options @ $28.00; grant date Apr 12, 2024 | Cliff vest Apr 12, 2027; expire Apr 12, 2034 | |
| SARs (Pre‑IPO LTIP) | 17,552 SARs (base price $28.34; 4/1/2028 expiry) | Vest on 3rd anniversary of grant date; remain exercisable through expiry |
Pre‑IPO Performance Cash (2012–2024 cycle paid 2025): Target $458,333; approved payout $319,916 (69.8% weighted outcome), vested Apr 1, 2025 and to be settled in Class A shares .
2024 Total Reported Compensation (SCT)
| Component | Amount |
|---|---|
| Salary | $472,500 |
| Stock Awards (PSUs/RSUs fair value) | $600,012 |
| Option Awards (NSOs fair value) | $600,003 |
| Non‑Equity Incentive (AEIP + Perf Cash) | $495,644 |
| All Other Compensation | $48,475 |
| Total | $2,216,634 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 19,929 Class A shares; <1% outstanding |
| Unvested RSUs | 5,782 units; market value $288,406 at $49.88 (12/31/2024 close) |
| Unvested PSUs (at target) | 11,569 units; market value $577,062 at $49.88 |
| NSOs Outstanding | 76,531 @ $28.00; expiring 4/12/2034 |
| SARs Outstanding | 17,552 @ $28.34; expiring 4/1/2028 |
| Hedging/Pledging | Prohibited for directors, Section 16 officers, employees, household members, and controlled entities |
| Ownership Guidelines | Executives other than specified roles must hold 2× base salary; all NEOs satisfied or in compliance via 50% retention rule as of 12/31/2024 |
| Insider Exercises 2024 | None reported for Genovesi (no SAR/CSAR exercises) |
Employment Terms
- Severance Plan: Tier 2 participant in UL Inc. Executive Regular and Change in Control Severance Plan; outside CIC protection period: 1.0× (base + target AEIP) in installments over 12 months, pro‑rata AEIP if employed ≥6 months, continued health coverage at active rates (≤12 months/COBRA period), and senior outplacement; restrictive covenants apply .
- Change‑in‑Control (24‑month protection period): 1.25× (base + target AEIP) lump sum; pro‑rata AEIP; continued health coverage at active rates (≤12 months/COBRA period), and outplacement; double‑trigger vesting mechanics for equity (conversion/assumption rules for PSUs to RSUs; RSUs/NSOs vest per plan terms upon qualifying termination) .
- Equity Vesting on Retirement/Death/Disability: Continued/accelerated vesting per plan for RSUs/PSUs/NSOs; Performance Cash/SARs vesting rules per Pre‑IPO LTIP .
- Clawback: 3‑year lookback applies to cash and equity (including SARs/NSOs), triggered by restatements, materially inaccurate metrics, risk or conduct failures, or fraud; recovery of excess incentive compensation permitted/required depending on trigger .
Performance & Track Record
- 2024 AEIP outcome reflected S&A underperformance vs target (S&A AOI: $18M vs $36M target → 0% on segment metric), partially offset by Company AOI beat ($502M vs $498M target → 104.6%); weighted payout 52.3% for Genovesi .
- Operating momentum in 2025: nine‑month 2025 S&A Adjusted EBITDA rose to $52M (vs $40M in nine‑month 2024), with Adjusted EBITDA margin improving to 17.9% (vs 14.5%); segment operating income increased to $9M (vs $5M) .
Compensation Structure Analysis
- Mix and Pay‑for‑Performance: Heavy equity component post‑IPO (PSUs/RSUs + IPO NSOs) aligns with revenue/operating income and share price appreciation; AEIP weighting shifts in 2025 to EBITDA/revenue aim to tighten near‑term alignment .
- Governance Safeguards: No tax gross‑ups under Code §4999; option repricing prohibited without shareholder approval; robust stock ownership and clawback policies; hedging/pledging prohibited .
- Shareholder Feedback: 2025 Say‑on‑Pay approved; annual frequency selected by shareholders/Board .
Vesting Schedules and Insider Selling Pressure
- Near‑Term Vests: RSUs vest one‑third on May 1, 2025/2026/2027; PSUs settle after Dec 31, 2026; IPO NSOs cliff vest Apr 12, 2027 .
- Pressure Windows: Potential incremental selling pressure around RSU vest dates (May) and PSU settlement (Q1/Q2 2027 upon certification) if taxes/portfolio rebalancing drive dispositions; no 2024 option/SAR exercises by Genovesi, indicating limited near‑term sell‑pressure historically .
Investment Implications
- Alignment and Upside: Significant PSU weighting tied to multi‑year organic revenue and operating income plus sizable IPO NSOs create high leverage to execution and share price appreciation; 2025 AEIP shift to EBITDA/revenue should better reward near‑term profitable growth .
- Execution Risk: 2024 S&A AOI miss (0% segment payout) highlights delivery risk in the segment under Genovesi’s leadership; early 2025 margin/earnings improvements reduce, but do not eliminate, execution risk .
- Retention: Continued vesting on retirement and robust equity pipeline through 2027 (RSUs, PSUs, NSOs) lower voluntary departure risk; Tier‑2 severance and double‑trigger CIC terms are standard‑market and shareholder‑aligned (no gross‑ups) .
- Trading Signals: Monitor RSU vest dates (May), PSU certification/settlement after FY2026, and NSO cliff vest in April 2027 for potential incremental liquidity events; hedging/pledging prohibitions limit adverse alignment signals .