Philip Saunders
About Philip Saunders
Philip Saunders, 59, has served as an independent director of Vertex, Inc. since June 2022 (Class II; nominee for a term expiring at the 2028 Annual Meeting). He is currently Chief Executive Officer of Relativity (since December 2022) and previously served as CEO and a director of Cornerstone OnDemand through its sale to Clearlake Capital in October 2021; earlier, he was CEO and a director of Saba Software and President and a director of SafeNet (acquired by Gemalto). He holds an MBA (International Finance) from Seton Hall University and is a member of NACD .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Relativity | Chief Executive Officer | Since Dec 2022 | Current operating role |
| Cornerstone OnDemand | CEO; Director | Through Oct 2021 sale to Clearlake Capital | Led transformation to growth/profitability; executed public-to-private transaction |
| Saba Software | CEO; Director | From 2015 until acquisition by Cornerstone (Apr 2020) | Led business transformation; multiple acquisitions; growth and EBITDA expansion |
| SafeNet | President; Director | Prior to 2015 | Company later acquired by Gemalto N.V. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NACD | Member | Not disclosed | Professional director credential |
| Current public company boards (other than Vertex) | — | — | None disclosed in the proxy |
Board Governance
- Independence: The Board determined that Philip Saunders is independent under SEC and Nasdaq rules; all three standing committees are composed of independent directors .
- Committee assignments (2024 governance year): Chair, Human Capital Committee; Member, Audit Committee .
- Committee meeting cadence (2024): Audit (10 meetings), Human Capital (6 meetings), Nominating & Governance (6 meetings) .
- Board attendance: The Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings of their service .
- Executive sessions: Non-employee directors hold regularly scheduled executive sessions, presided over by the Lead Independent Director .
- Election status: Class II nominee for election at the 2025 meeting (term to 2028) .
Fixed Compensation
- Non-employee director program (structure):
- Annual cash retainer: $42,000; Additional fees: Lead Independent Director $20,000; Audit Chair $20,000; Audit member $10,000; Human Capital Chair $15,000; Human Capital member $7,500; Nominating & Governance Chair $12,000; NG member $6,000. Equity: annual restricted stock award sized at $200,000 grant-date value, vesting in a single installment before the next annual meeting/first anniversary; accelerated on change in control .
| Component ($) | 2023 | 2024 |
|---|---|---|
| Cash fees (Board + committee) | 59,500 | 63,646 |
| Stock awards (grant-date fair value) | 200,012 | 200,017 |
| Total | 259,512 | 263,663 |
Notes:
- Saunders’ committee roles (Human Capital Chair; Audit member) align with the fee schedule above; timing of appointments and mid-year changes can cause variances versus full schedule math .
Performance Compensation
- Vertex does not grant performance-based equity to non-employee directors; equity is time-based restricted stock (annual ~$200,000), vesting after ~1 year and accelerating upon a change in control .
| Instrument | Grant Timing | Grant-date Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Restricted Stock (Director annual grant) | 2023 annual meeting | 200,012 | One-year/next meeting; CIC accelerates | None (time-based) |
| Restricted Stock (Director annual grant) | 2024 annual meeting | 200,017 | One-year/next meeting; CIC accelerates | None (time-based) |
Other Directorships & Interlocks
- Current public company directorships: None disclosed beyond Vertex .
- Human Capital Committee interlocks: The proxy states there were no interlocks or insider participation among HCC members in the past year .
Expertise & Qualifications
- Software/SaaS operator with repeated CEO roles; executed complex M&A (public-to-private), transformations, and integration with measurable profitability/retention improvements .
- Finance credentialing: MBA (International Finance) and extensive P&L/operational leadership; governance credential via NACD membership .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Class A shares) | 29,641 shares; less than 1% of Class A |
| Class B ownership | None |
| Combined voting power | Less than 1% |
| Unvested restricted stock awards outstanding at FY-end | 5,705 (12/31/2024) ; 8,815 (12/31/2023) |
| Options/SARs outstanding (director) | None disclosed for Saunders |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors; no pledging disclosed for Saunders |
Context on control and potential alignment implications:
- The Westphal family “Controlling Family Group” holds 100% of Class B and 92.6% combined voting power; directors designated under a Stockholders’ Agreement have special nomination/voting rights, though non-employee directors (including Saunders) are independent under Nasdaq/SEC standards .
Governance Assessment
Strengths
- Independent director with deep SaaS operating and M&A expertise; chairs Human Capital Committee (exec comp, succession, talent) and serves on Audit, indicating strong involvement in oversight functions .
- Attendance thresholds met (≥75%); committees and Board met regularly in 2024 (Audit 10x; HCC 6x; Board 5x) supporting engagement .
- Director pay mix is balanced with material equity component vesting over a year, supporting alignment; no performance-inappropriate features noted (no option repricing; anti-hedging/anti-pledging; no tax gross-ups) .
Risks and potential red flags
- Control over voting: The Controlling Family Group’s 92.6% combined voting power and the Stockholders’ Agreement (including director designation and voting provisions) can limit minority influence and may blunt the efficacy of independent directors; this is a structure-level governance risk rather than Saunders-specific .
- Concentrated roles: As an active CEO (Relativity), Saunders has significant external operating responsibilities; while the proxy evidences adequate attendance, ongoing monitoring of bandwidth is prudent for committee chair effectiveness .
Related-party/Conflicts
- The Audit Committee reviews related-person transactions; the company reported no related-party transactions in 2024 beyond registration rights under the Stockholders’ Agreement .
- Human Capital Committee interlocks: none .
Director Compensation Structure (context)
- Annual program: $42k cash retainer plus committee/lead fees; ~$200k in annual restricted stock; single-year vest; CIC acceleration .
- Saunders 2024 total: $263,663 (cash $63,646; stock $200,017). 2023 total: $259,512 (cash $59,500; stock $200,012) .
Executive sessions and oversight
- Regular executive sessions led by the Lead Independent Director; Audit Committee oversees enterprise and cybersecurity risk; Nominating & Governance oversees ESG .
Overall implication
- Saunders brings relevant operator expertise and leads a key committee linked to incentive design and succession. The primary governance headwind at Vertex is the dual-class/controlling shareholder construct, not Saunders’ independence or engagement. Continued transparency on HCC processes and director equity holding progression should support investor confidence .