Christopher Young
About Christopher Young
Christopher Young, age 53, became President, CEO, and a Class III director of Vertex effective November 10, 2025; he previously served as EVP of Business Development, Strategy and Ventures at Microsoft (2020–2025), and CEO of McAfee (2017–2020). He holds a B.A. from Princeton University and an MBA from Harvard Business School . Vertex reported preliminary Q3 2025 revenue of ~$192M (vs. $170.4M prior year) and adjusted EBITDA of ~$43M (vs. $38.6M prior year), and management highlighted surpassing $600M annual recurring revenue in 2024, framing near-term operating momentum during his leadership transition .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Microsoft Corp. | EVP – Business Development, Strategy and Ventures | 2020–2025 | Led BD, venture investing, and corporate strategy; shaped AI investment agenda and strategic alliances |
| McAfee, LLC | Chief Executive Officer | 2017–2020 | Led spinoff from Intel and transition to cloud; scaled enterprise cybersecurity business |
| Intel (McAfee unit) | SVP, Security business | Not disclosed | Built and executed security strategy; oversaw segment growth |
| Cisco Systems | SVP, Security business | Not disclosed | Grew security business; established leadership position |
| VMware | SVP, End User Computing | Not disclosed | Senior leadership; EUC segment experience |
| AOL; RSA Security (EMC) | Senior roles in security | Not disclosed | Progressive responsibilities in security businesses |
External Roles
| Organization | Role | Committee Roles | Notes |
|---|---|---|---|
| QUALCOMM Incorporated | Director | Not disclosed | Current public company board service |
| American Express Company | Director | Not disclosed | Current public company board service |
| Snap; Rapid7 | Former Director | Not disclosed | Prior public company boards |
Fixed Compensation
| Component | Amount/Term | Notes |
|---|---|---|
| Base Salary | $700,000 per year | Payable per Company payroll practices |
| Target Annual Bonus | 100% of base salary starting FY2026 | No annual bonus for FY2025 |
| Signing Bonus | $500,000 | Must repay within 15 days if he resigns without Good Reason or is terminated for Cause within 24 months of start |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Cash Incentive (FY2025) | n/a | n/a | n/a | No bonus payable for FY2025 | n/a |
| Annual Cash Incentive (FY2026) | TBD by Board | TBD | TBD | Target equals 100% of base salary | Annual, subject to achievement |
| Company’s historical pay-for-performance measures (context) | n/a | Total Revenue; Pre-Tax Net Income; Adjusted Cash from Operations | n/a | n/a | Used to align “Compensation Actually Paid” with performance |
Note: Specific FY2026 metric targets and payout curves for Mr. Young not yet disclosed; Vertex historically anchors incentives to revenue, profitability and cash generation .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Sign-on RSU Grant | Fair value $25,000,000; granted first trading day of the month following start; 25% vests on each anniversary of Commencement Date over 4 years, subject to continued employment |
| Change-in-Control Treatment (Equity) | Full vesting immediately prior to a Change in Control if awards are not continued/assumed/substituted with substantially equivalent awards; double-trigger full acceleration for time-based awards upon Qualifying Termination during CIC period (3 months pre- to 18 months post-CIC) |
| Stock Ownership Guidelines | CEO must maintain ownership equal to 4x annual salary; compliance by later of June 1, 2024 or five years from becoming subject to the policy . For Mr. Young, minimum dollar guideline implied at $2.8M based on $700k salary . |
| Anti-Hedging/Pledging | Pledging Company securities and hedging/monetization transactions prohibited for directors/officers; short sales and publicly-traded options prohibited |
| Insider Trading Controls | Quarterly blackout periods; pre-clearance required for Section 16 insiders; Rule 10b5‑1 plans permitted with pre-approval and cooling-off requirements |
Vested vs. unvested and total beneficial ownership for Mr. Young not yet disclosed in public filings.
Employment Terms
| Term | Provision |
|---|---|
| Agreement Term | Initial 3 years from Nov 10, 2025; auto-renews for successive 2-year periods unless either party gives 60 days’ prior notice of non-renewal |
| Severance (Qualifying Termination outside CIC period) | Base salary continuation for 24 months; Company-paid health coverage premiums for 18 months plus cash payments equal to 6 months of premiums; equity vesting treated as if employed for an additional 18 months |
| Severance (Within CIC period; or death/disability post-CIC) | Time-based equity awards vest in full immediately prior to termination or, if later, immediately prior to CIC; base salary/benefit continuation per above |
| Notice/Termination | Company may terminate without Cause with 30 days’ notice or pay in lieu; Executive may resign with 45 days’ notice; “Cause” and “Good Reason” defined; arbitration for disputes (AAA, PA) |
| Non-Compete/Non-Solicit | 24-month post-termination non-compete covering tax and regulatory compliance software across defined restricted territory; employee/customer non-solicit provisions |
| Clawback Policy (Company-wide) | Adopted July 2023; recoup erroneously awarded incentive-based compensation for prior 3 fiscal years upon required restatement (Rule 10D‑1/Nasdaq) |
| No Tax Gross-ups; Repricing | Proxy highlights “no compensation-related tax gross-ups” and prohibits option repricing/exchanges without shareholder approval |
Board Governance
- Appointment and independence: Mr. Young will serve as a Class III director coincident with his CEO role; following his addition, the Board comprises nine directors, seven of whom are independent (implying his dual-role as an executive director is non-independent) .
- Controlled company status: Vertex is a “controlled company” under Nasdaq rules and has relied on exemptions from certain governance requirements (e.g., majority independence; fully independent nominating and compensation committees) historically .
- Committee oversight highlights: Audit Committee oversees cybersecurity risk with quarterly reporting; Board receives briefings and continuing education .
Director Compensation
| Component | Amount/Terms |
|---|---|
| Annual Cash Retainer | $42,000 for non-employee directors |
| Equity | Annual restricted stock awards sized at $200,000 grant-date fair value; vest on the earlier of day before next annual meeting or first anniversary; accelerated on change-in-control |
| Committee/Leadership Fees | Lead independent director or Chair: $20,000; Audit Chair: $20,000; Audit member: $10,000; Human Capital Chair: $15,000; Human Capital member: $7,500; Nominating Chair: $12,000; Nominating member: $6,000 |
Program applies to non-employee directors; Mr. Young is an employee director and not covered by the non-employee program .
Compensation Peer Group (Benchmarking)
- The Human Capital Committee, advised by AON, benchmarks executive pay against a peer set in software/services; the 2024 peer group (for FY2024 decisions) included companies such as ACI Worldwide, Elastic, Alarm.com, Altair Engineering, Alteryx, AppFolio, Aspen Technology, Blackbaud, BlackLine, Box, Commvault, Five9, Manhattan Associates, MicroStrategy, Pegasystems, Q2 Holdings, Smartsheet, Workiva, Yext; peer group updated for FY2024/FY2025 decisions to reflect acquisitions and market cap changes .
Say-on-Pay & Shareholder Feedback
- Approximately 99% support for the 2024 advisory vote on executive compensation; Board intends triennial advisory votes; no material compensation program changes were made based on this vote .
Performance & Track Record
- Vertex operating momentum around transition: preliminary Q3 2025 revenue ~$192M (+13% YoY) and adjusted EBITDA ~$43M (+11% YoY) .
- Prior achievements: At Microsoft, Mr. Young led BD/ventures/strategy and helped shape AI investment agenda and strategic alliances; at McAfee, he led the 2017 spinoff from Intel and cloud transition; at Cisco, he scaled the security business into a recognized leader .
Investment Implications
- Alignment vs. retention: Large time-based RSU grant ($25M) vesting 25% annually over 4 years creates strong retention incentives; signing bonus clawback within 24 months further reduces near-term departure risk .
- Change-in-control economics: Equity features include single-trigger acceleration if awards are not assumed in a CIC, and double-trigger acceleration within the CIC window—raising potential payout sensitivity to M&A outcomes .
- Trading/overhang: Annual RSU vesting on employment anniversaries may introduce scheduled supply; anti-hedging/anti-pledging and quarterly blackout/pre-clearance policies temper opportunistic trading and support governance hygiene .
- Governance risk/mitigants: Dual role (CEO + director) occurs within a controlled company framework that previously used Nasdaq exemptions; presence of a Lead Independent Director and majority-independent board (7 of 9) help mitigate independence concerns .
- Ownership expectations: CEO stock ownership guideline of 4x salary implies ~$2.8M minimum ownership, promoting long-term alignment; Company clawback policy further tightens pay-for-performance discipline .