Daniel Doman
Upland SoftwareAbout Daniel Doman
Daniel Doman, 44, is Upland Software’s Chief Product Officer (CPO) since May 2021, overseeing product strategy and development; previously he led technology and corporate development roles at Khoros. He holds a B.A. in Economics from Northwestern University and an M.B.A. from Boston College’s Carroll School of Management . Company performance context: 2024 Adjusted EBITDA was $55.6 million with cumulative TSR value-of-$100 at 12.2 over the SEC-defined period; net loss was $112.7 million, informing pay-for-performance calibration during his tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Khoros | Chief Technology Officer & Head of Corporate Development | 2019–2021 | Led product strategy, development, and M&A activities |
| Khoros | SVP, Business & Corporate Development | 2011–2019 | Drove corporate and business development; product strategy support |
External Roles
No public company directorships disclosed for Doman in the proxy .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $300,000 | $375,000 |
| Target Bonus (% of Base) | 50% | 50% |
| Target Bonus ($) | $150,000 | $187,500 |
| Actual Corporate Bonus Paid ($) | — | $30,691 |
Additional notes:
- Doman’s employment agreement (Nov 1, 2022) provides base pay and target bonus terms; his salary was increased to $375,000 in January 2024 with target bonus at 50% .
- 2024 total reported compensation: $1,049,191 (salary $375,000; stock awards $643,500; bonus $30,691) .
Performance Compensation
| Metric | Weighting | Target | Actual | Doman Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Adjusted EBITDA (Corporate Bonus Plan) | Primary threshold | $55.0m | $55.6m | $30,691 (≈16% of target) | Paid post-Form 10-K issuance; pool funds only on overperformance |
| Adjusted EBITDA Margin | Secondary threshold | 20.0% | 20.3% | Included in result above | As above |
Plan design:
- Corporate Bonus Plan funded by 80% of over-threshold Adjusted EBITDA, contingent on exceeding both thresholds; 2024 pool was ~$1.1m company-wide with NEO payouts ≈16% of target reflecting rigor .
- The Company eliminated the M&A Bonus Plan on Aug 23, 2024; Doman earns cash bonuses solely under the Corporate Bonus Plan thereafter .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Common) | 164,513 shares; less than 1% of outstanding |
| Unvested RSUs (not included in beneficial ownership table’s share count) | 258,333 shares issuable pursuant to unvested RSUs |
| Options | None disclosed for Doman |
| Hedging/Pledging | Prohibited for executives under Insider Trading Policy |
| Ownership Guidelines | NEOs must hold stock equal to 4× base salary within 7 years; all NEOs targeted to be compliant by end of the measurement period |
Outstanding RSU vesting schedules (as of 12/31/2024):
| Grant Size | Vesting Start | Vesting End | Remaining Unvested (#) | Market Value at 12/31/2024 ($4.34) |
|---|---|---|---|---|
| 50,000 RSUs | 12/16/2022 | 9/16/2025 | 12,501 | $54,254 |
| 100,000 RSUs | 3/16/2023 | 12/16/2025 | 33,332 | $144,661 |
| 150,000 RSUs (2024 grant) | 3/16/2024 | 12/16/2026 | 100,000 | $434,000 |
Grant details:
- 2024 RSU grant: 150,000 shares on 1/29/2024; grant date fair value $643,500; vests in 12 equal quarterly installments beginning 3/16/2024 through 12/16/2026, subject to continuous service .
- Prior RSUs vest in 12 equal quarterly tranches on or around the 16th of March/June/September/December as per schedules above .
Employment Terms
| Term | Provision |
|---|---|
| Agreement Date | November 1, 2022 (at-will) |
| Base Salary | $375,000 (as of Jan 2024) |
| Target Bonus | 50% of base salary |
| Severance (no cause / good reason) | Earned but unpaid bonus; 12 months base salary; 12 months COBRA premium reimbursement (terminates upon new employment with health coverage) |
| Equity on termination (no cause / good reason) | Partial acceleration up to two months equivalent vesting (monthly pro-rata) for most NEOs including Doman; no full single-trigger acceleration (exceptions for CEO and President/COO only) |
| Double-Trigger CIC vesting | 100% acceleration of unvested awards upon termination without cause or resignation for good reason in connection with a Change in Control |
| Estimated Payments (as of 12/31/2024, $4.34 stock price) | Severance: $570,916; CIC equity acceleration: $632,915; death/disability equity: $632,915 |
| Definitions | Cause, Good Reason, and Change in Control as defined in equity/employment documentation |
Multi-Year Compensation (Reported)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | Total ($) |
|---|---|---|---|---|
| 2022 | 291,667 | 1,513,550 | 39,375 | 1,844,592 |
| 2023 | 300,000 | 852,000 | — | 1,152,000 |
| 2024 | 375,000 | 643,500 | 30,691 | 1,049,191 |
Governance and Incentives Safeguards
- Clawback policy (Oct 2023) recovers excess incentive compensation for restatements under Rule 10D-1 across the prior 3 fiscal years .
- Insider Trading Policy requires pre-clearance and prohibits hedging, pledging, margin accounts, puts/calls, and short sales .
- Independent compensation committee and consultant (Korn Ferry; transition from NFP in 2024) oversee and benchmark pay, using a defined SaaS peer group .
Investment Implications
- Alignment: Doman’s cash bonus is tightly tied to Adjusted EBITDA and margin; 2024 payout at ~16% of target indicates pay-for-performance rigor amid modest over-threshold results ($55.6m EBITDA; 20.3% margin) . Equity is primarily RSUs with straight-line quarterly vesting through December 2026, reinforcing retention but not performance leverage (no PSUs for Doman) .
- Retention risk: Severance is standard (12 months base and COBRA) with only limited single-trigger equity acceleration; full acceleration requires double-trigger in CIC—reducing windfall risk but implying potential turnover pressure if equity remains underwater .
- Trading signals: Quarterly RSU vesting dates (around March 16, June 16, September 16, December 16) can create predictable selling or withholding flows; however, hedging/pledging is prohibited, lowering alignment red flags .
- Ownership: Beneficial ownership is <1% with substantial unvested RSUs outstanding (258,333), implying meaningful future supply; stock ownership guidelines (4× salary) and clawbacks enhance alignment and downside exposure for insiders .