Michael D. Hill
Upland SoftwareAbout Michael D. Hill
Michael D. Hill is 56 and has served as Upland Software’s Chief Financial Officer and Treasurer since the company’s founding in July 2010; he previously served as Corporate Secretary (2015–2019) and Assistant Secretary (2010–2015). He began his career at Ernst & Young LLP (Assurance and Advisory Business Services, Austin) and later held finance leadership roles at Perficient, Inc. (CFO 2004–2006; VP Strategic Finance 2006–2007). He holds a B.B.A. in Accounting from the University of Texas at Austin . Company performance metrics tied to executive pay include 2024 Adjusted EBITDA of $55.6 million and Adjusted EBITDA margin of 20.3%, which modestly exceeded the plan thresholds; Upland’s cumulative TSR from 2020 to 2024 was −88%, far below its NASDAQ Computer Technology Index peer group (+201%) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Perficient, Inc. | Chief Financial Officer | 2004–2006 | Finance leadership at a public IT consulting firm |
| Perficient, Inc. | VP, Strategic Finance | 2006–2007 | Strategic finance responsibilities |
| Ernst & Young LLP (Austin) | Assurance & Advisory Business Services | 1991–1999 | Assurance/advisory practice experience |
External Roles
No external public company board roles or committee positions for Hill are disclosed in the proxy’s executive officer biographies .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $275,000 | $300,000 | $300,000 |
- Target annual bonus: 125% of base salary, under the Corporate Bonus Plan .
- Perquisites: Value < $1,000 for each NEO in 2024 (except CEO); 401(k) plan with no employer match; no deferred compensation plan .
Performance Compensation
2024 Corporate Bonus Plan – Metrics and Outcome
| Metric | Threshold | Actual | Result |
|---|---|---|---|
| Adjusted EBITDA ($mm) | $55.0 | $55.6 | Threshold met (bonus pool funded) |
| Adjusted EBITDA Margin (%) | 20.0% | 20.3% | Secondary threshold met |
| Company-wide Bonus Pool Generated ($mm) | — | — | ~$1.1 |
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Hill’s 2024 Corporate Bonus target and actual payout: | Item | Target ($) | Actual ($) | |---|---|---| | Michael D. Hill – Corporate Bonus | $375,000 | $61,382 |
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Bonus plan design: Objective, formulaic funding from “over-performance” vs Adjusted EBITDA threshold; payout follows audited financials issuance .
2024 Equity Awards – Grants and Vesting
| Award Type | Grant Date | Shares (#) | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| RSU | 1/29/2024 | 100,000 | $429,000 | 12 equal quarterly installments from 3/16/2024 to 12/16/2026, service-based |
- No PSUs were granted to Hill in 2024 (PSUs were granted to the CEO; Hill’s equity is time-vested RSUs) .
- No outstanding stock options for NEOs in FY 2024; Hill had none .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (common shares) | 363,259; includes 160,042 held by MDH Trust; excludes 159,165 unvested RSUs |
| Ownership % of common | 1.3% |
| Unvested RSUs at 12/31/2024 | 117,498 total: 17,499 (2022 grant), 33,332 (2023 grant), 66,667 (2024 grant) |
| RSU vesting schedules (remaining) | 12/16/2022–9/16/2025 (70k original); 3/16/2023–12/16/2025 (100k original); 3/16/2024–12/16/2026 (100k original) |
| 2024 RSU vesting activity | 112,501 shares vested; value realized $331,596 |
| Stock ownership guidelines | CEO 6× salary; other NEOs 4× salary; seven-year compliance window; all NEOs “targeted to be in compliance” by end of window as of 4/14/2025 |
| Hedging/pledging | Prohibited: short sales, margin accounts, pledging, and hedging (e.g., collars, forwards) |
| Insider trading policy | Pre-clearance required for officers/directors; predetermined closed windows; 10b5-1 plan oversight |
| Clawback policy | Adopted Oct 2023; recoup excess incentive comp for material restatements under Rule 10D‑1, lookback of 3 fiscal years |
Employment Terms
| Term | Key Provision |
|---|---|
| Employment agreement | Dated 3/28/2017; amended 3/13/2019 and 11/12/2020 |
| Employment status | At-will; base salary $300,000; benefits similar to other employees |
| Target bonus | 125% of base salary under Corporate Bonus Plan |
| Severance (without cause or for good reason) | Earned but unpaid bonus; 12 months base salary; 12 months COBRA premium reimbursement (ceases upon new employment offering coverage) |
| Equity acceleration (no CIC) | For NEOs other than CEO/President-COO: vesting catch-up up to ~2 months based on 36 monthly installments from Jan 1 of grant year; may be none to two months |
| Equity acceleration (CIC double trigger) | 100% acceleration for NEOs upon termination without cause or resignation for good reason “in connection with” a change in control |
| Definitions | Detailed “Cause,” “Good Reason,” and “Change in Control” definitions per agreements |
Estimated Payments if Terminated on 12/31/2024 (illustrative)
| Item | Amount ($) |
|---|---|
| Severance (without cause/for good reason) | $694,160 |
| Equity acceleration (termination in connection with CIC) | $509,941 |
| Equity acceleration (termination not in connection with CIC) | — (N/A) |
| Equity acceleration (death or disability) | $509,941 |
Compensation Structure – Multi-Year View
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $275,000 | $300,000 | $300,000 |
| Bonus ($) | — | $75,000 | — |
| Stock Awards ($) | $1,918,425 | $852,000 | $429,000 |
| Non-Equity Incentive ($) | $98,438 | — | $61,382 |
| All Other Comp ($) | — | — | — |
| Total ($) | $2,291,863 | $1,227,000 | $790,382 |
Performance Compensation – Detailed Table (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate Bonus – Adjusted EBITDA | 100% of bonus opportunity | $55.0mm threshold | $55.6mm | $61,382 (Hill) | Cash, after audited results |
| Corporate Bonus – Adjusted EBITDA Margin | Secondary threshold | 20.0% threshold | 20.3% | Included in pool | Cash, after audited results |
| RSUs (2024 grant) | — | 100,000 units | Service-based vesting | Grant date FV $429,000 | 12 equal quarterly installments (3/16/2024–12/16/2026) |
Notes: Hill’s incentive mix emphasizes Adjusted EBITDA-driven cash bonuses and time-vested RSUs; he did not receive PSUs tied to TSR in 2024 (unlike the CEO) .
Risk Indicators & Red Flags
- Hedging and pledging prohibited under the Insider Trading Policy—helps mitigate misalignment and forced selling risk .
- Clawback policy aligned with SEC Rule 10D-1 adopted Oct 2023—recaptures excess incentive pay on material restatements .
- Related-party transactions: none over $120,000 in 2024 involving executives; routine compensation arrangements only .
- No options repricing; options must be granted at FMV; no golden parachute tax gross-ups .
Compensation Peer Group (Benchmarking)
Upland’s 2024 peer group used by the independent consultant (Korn Ferry) includes BIGC, CRNC, CCSI, EGIO, KLTR, LPSN, MITK, MODN, ONTF, PRCH, RMNI, SNCR, YEXT; applied to base, bonus, and long-term equity mix benchmarking .
Investment Implications
- Alignment: Hill’s equity is primarily time-vested RSUs with multi-year quarterly vesting, creating predictable vesting cadence through 2026; hedging/pledging prohibitions and ownership guidelines (4× salary within seven years) support alignment, though compliance timing depends on stock price and accumulated holdings .
- Performance sensitivity: Hill’s cash bonus is strictly formulaic to Adjusted EBITDA and margin; 2024 payout was ~16% of target on threshold-level performance, indicating plan rigor and limited guaranteed cash .
- Retention and CIC economics: Standard 12-month severance plus COBRA reimbursement; partial vesting catch-up on ordinary termination, with full double-trigger vesting upon CIC-related termination—balanced retention without excessive guarantees; estimated severance and CIC equity acceleration for Hill were $694k and $510k respectively as of 12/31/2024 .
- Execution risk: Despite EBITDA threshold achievement, multi-year TSR underperforms peers substantially (−88% vs +201% peer group from 2020–2024), raising questions about capital allocation and growth vs profitability trade-offs under finance leadership; compensation design ties cash incentives to EBITDA, not revenue growth, which may limit top-line focus .