Pros (PRO) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 8, 2025, to be held virtually, with shareholders of record as of March 12, 2025, eligible to vote on key proposals.

• 2024 saw 14% subscription revenue growth, 9% total revenue growth, and a 177% increase in operating cash flow, with a focus on AI innovation and customer success.

• The company achieved a record-high subscription gross margin and improved free cash flow margin by 4 percentage points, reaching 8%.

• Over 560 new features were released on the platform, and the company processed 4.4 trillion transactions, a 30% increase over 2023.

Voting matters and shareholder proposals

• Election of two Class III directors (Catherine Lesjak and John Strosahl) for three-year terms and one Class I director (Andres Reiner) for a one-year term.

• Advisory vote on executive compensation (say-on-pay).

• Approval of amendments to the 2017 Equity Incentive Plan, including an increase of 3 million shares authorized for issuance and extension of the plan term to 2035.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2025.

Board of directors and corporate governance

• Board consists of 10 members, 40% women, 60% women and/or ethnically diverse, and 60% refreshed since 2020.

• Board is led by an independent non-executive chairman; all committees are composed entirely of independent directors.

• Board met seven times in 2024, with a focus on strategy, succession planning, business performance, risk management, and ESG oversight.

• Annual board, committee, and individual director performance evaluations are conducted.