pro-20230330

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )


Filed by the Registrant þ						Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨						Preliminary Proxy Statement
¨						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ						Definitive Proxy Statement
¨						Definitive Additional Materials
¨						Soliciting Material under §240.14a-12

PROS HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

__________________________________________

(Name of Person(s)

Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

PROS | 2023 Proxy Statement | Page 1

Attending the Annual Meeting

Our 2023 annual meeting of stockholders (Annual Meeting) will be held in a virtual format to permit all stockholders equal access to the Annual Meeting.

To participate in the Annual Meeting, please follow the instructions posted at:

www.virtualshareholdermeeting.com/PRO2023

Online access to the meeting platform will begin 30 minutes prior to the meeting, which will begin promptly at:

8:00 a.m. Central Daylight Time on May 11, 2023

If you want to ask a question before the meeting, then beginning on April 12, 2023 and ending at 11:59 p.m. Eastern Time on April 26, 2023, you may log into www.proxyvote.com and enter your 16-digit control number. Questions pertinent to meeting matters which are submitted in advance will be answered during the Annual Meeting, subject to time constraints.

If you want to submit your question during the meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/PRO2023, type your question into the “Ask a Question” field, and click “Submit.” Questions pertinent to meeting matters that are submitted during the meeting will be answered during the Annual Meeting. You do not need to attend the Annual Meeting to vote.

Even if you plan to attend the Annual Meeting, we encourage you to vote your shares in advance either online or as detailed under Voting Instructions in this Proxy Statement.

PROS | 2023 Proxy Statement | Page 2

PROS Holdings, Inc.

Notice of 2023 Annual Meeting of Stockholders

Virtual Meeting Site:

www.virtualshareholdermeeting.com/PRO2023

May 11, 2023

8:00 am Central Daylight Time

The Notice of Meeting, Proxy Statement and Annual Report on Form 10-K

are available free of charge at proxyvote.com and at ir.pros.com.

Items of Business


			1			Elect two Class I directors (Greg Petersen and Timothy Williams) to the board of directors of PROS Holdings, Inc. (Board of Directors or Board) to serve a three-year term until the annual meeting of our stockholders to be held in the year 2026 (2026 Annual Meeting);
			2			Advisory vote on named executive officer compensation;
			3			Approval of amendments to our Amended and Restated 2017 Equity Incentive Plan to, among other items, increase the number of shares authorized for issuance by 2.9 million shares;
			4			Ratification of appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2023;
			5			Advisory vote on the frequency of voting on named executive officer compensation; and
			6			Transaction of other business that may properly come before the Annual Meeting.


			Record Date
			Close of business on March 21, 2023 (Record Date).

			By Order of the Board of Directors,

			/s/ Damian Olthoff _____________________________
			Damian Olthoff
			General Counsel and Secretary
			Houston, Texas
			March 31, 2023

Your vote is important. Please vote.

PROS | 2023 Proxy Statement | Page 3


			TABLE OF CONTENTS
									Page

			Proxy Statement Summary						6
			How to Vote						6
			Materials to Review						6

			Business Highlights						7

			Corporate Governance						8
			Role of the Board of Directors						9
			Corporate Governance Practices						11
			Risk Management						12
			ESG Oversight						12
			Cybersecurity Oversight						12
			Board Governance						12
			Communication with Our Board						14

			Directors						15

			PROPOSAL ONE - Election of Directors						19

			Director Compensation						20

			Executive Officers						21

			Compensation and Leadership Development Committee Report						22

			Compensation Discussion and Analysis						22

			Executive Compensation						32
			Pay Versus Performance						37

			Equity Compensation Plan Information						40

			PROPOSAL TWO - Non-Binding Advisory Vote on Executive Compensation						41

			PROPOSAL THREE - Approval of Amendments to the Amended and Restated 2017 Equity Incentive Plan to, Among Other Items, Increase Plan Shares Authorized for Issuance						42

			Security Ownership						53

			Section 16(a) Beneficial Ownership Reporting Compliance						54

			Certain Relationships and Related Party Transactions						54

			Audit Committee Report						55

			Independent Registered Public Accounting Firm Fees						56

			PROPOSAL F OUR - Ratification of Independent Registered Public Accounting Firm Appointment						57

			PROPOSAL F IVE - Non-Bid ing Advisory Vote on Frequency of Vote on Executive Compensation						58

			General Information						59
			Voting Instructions						59
			Stockholder Proposals and Director Nominations						60

			Appendix A - Amended and Restated 2017 Equity Incentive Plan, as amended						66

In this Proxy Statement, the terms “PROS,” the "Company," “we,” "us" and “our” refer to PROS Holdings, Inc. together with its consolidated subsidiaries. This Proxy Statement includes website addresses and references to additional materials found on those websites. These websites are not incorporated in this Proxy Statement by reference.

This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our ESG goals and strategies. These statements involve risks and uncertainties. Actual results could differ materially from any future results expressed or implied by the forward-looking statements for a variety of reasons, including due to the risks and uncertainties that are discussed in our most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. We assume no obligation to update any forward-looking statements or information, which speak as of their respective dates.

These materials were first sent or made available to stockholders on March 31, 2023.

PROS | 2023 Proxy Statement | Page 4

Our Values

At PROS, our mission is to help people and companies outperform. Our people, culture and values, reflected in our motto "We are Owners. We are Innovators. We Care.", are at the heart of everything we do to deliver on this mission. Our values are simple, celebrated and guide how we show up, how we treat others and how we make decisions every day. Consistent with our values, we publicly release information about our business across a number of important topics*, including corporate social responsibility (CSR) and environmental, social and governance (ESG) issues. We want our people to be proud of the work they do and of the company they work for.

We are Owners

Our people’s success is PROS success, and while our employees work hard every day to deliver the best experience for our customers, we look for every opportunity internally to create a better employee experience for our people. Our colleagues take pride in the work they do and in helping others, making everyone around them even better. We value and respect all voices across PROS, encouraging ongoing feedback to help us continuously learn and grow. We hold ourselves and others accountable and take ownership of our growth and development. PROS offers several ways for our people to get involved and grow their careers and skillsets, including leadership training, mentorship opportunities and employee resource groups.

We are Innovators

The diversity of experience and thought that our employees’ unique perspectives bring to the table not only foster an inclusive culture but are a central driver to our innovation and business success. We continue to be recognized by industry analysts for top products and innovation, including leadership positions in G2 for Pricing Software and the Gartner Magic Quadrant for CPQ, as well as the Constellation ShortList for Configure, Price, Quote and Price Optimization. We were awarded numerous industry awards recognizing our continued product innovation, including: 2022 International Stevie Winner for the PROS Platform, 2022 Silver Golden Bridge Award for the PROS Platform, AI Breakthrough Award 2022: Best AI-Based Solution for Sales and CRM Watchlist 2022 Winner.

We Care

About our Employees. We are truly a people-first culture where every person is encouraged to bring their authentic selves to work and feel they belong and are valued. It’s how our company was started and how we’ll always operate. We believe that cultivating an inclusive environment – through diversity of thought, backgrounds, cultures and experiences – is key to making an impact and enabling our people to reach their full potential. Our teams prioritize wellbeing and genuinely care for and support each other, our communities and customers. The impact of these efforts is evidenced by our award-winning culture, Certified™ by Great Place to Work® and recognized as a Best Workplace in Texas, Most Loved Workplace and People’s 100 Companies that Care in 2022.

About our Communities. We believe in giving back and making a positive impact in the communities where we live and work. Through participation in community outreach projects, our people continue to create a culture that embraces inclusion and belonging and fosters a collaborative sense of purpose, creating a positive societal impact and further bringing our corporate values to life. Our employees volunteer their time to numerous social programs that are aimed at addressing a wide range of issues in the areas of homelessness, education, empowerment, crisis response and conservation.

About our World. We believe success is not just measured in dollars and cents; it is also measured in the impact we have on our communities. PROS continues to initiate sustainable activities that make a positive impact on the people and the environment around us. We are committed to understanding and minimizing our own environmental footprint. Our approach focuses on energy, emissions and waste across our operations including the PROS Platform and in our corporate facilities.

*Our goals are aspirational and may change. Statements regarding the Company are not guarantees or promises that they will be met. For more information regarding CSR and ESG at PROS, including our diversity and inclusion programs and metrics as well as our environmental stewardship activities, please visit ir.pros.com.

PROS | 2023 Proxy Statement | Page 5

Proxy Statement Summary

This summary highlights selected information for PROS Holdings, Inc. (together with its consolidated subsidiaries, PROS, the Company, we, us or our) in this Proxy Statement. You should read this entire Proxy Statement carefully before voting.


2023 Annual Meeting of Stockholders

Virtual Meeting Site:
virtualshareholdermeeting.com/PRO2023

Date:						May 11, 2023

Time:						8:00 am Central Daylight Time

The Record Date for the Annual Meeting is March 21, 2023.

Only stockholders of record at the close of business on this date are entitled to vote at the Annual Meeting.


	Proposal	Recommendation of the Board
1	Election of Class I Directors	FOR each of the nominees
2	Advisory Vote to Approve Executive Compensation	FOR
3	Approval of amendments to our Amended and Restated 2017 Equity Incentive Plan to, among other items, increase the number of shares authorized for issuance by 2.9 million shares	FOR
4	Ratification of appointment of Independent Registered Public Accounting Firm	FOR
5	Advisory Vote on Frequency of Vote on Executive Compensation	1 Year

How to Vote

Please vote your shares promptly to ensure a quorum at the meeting. You may vote online prior to the meeting by visiting proxyvote.com and entering the control number found in your Notice of Internet Availability of Proxy Materials, or, if you requested printed copies of the proxy materials, by phone or by mail. You may also vote during the Annual Meeting by visiting www.virtualshareholdermeeting.com/PRO2023, entering the control number and following the instructions. For more detailed information, see the section entitled Voting Instructions.

Materials to Review

We are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (Notice) instead of a paper copy of this proxy statement (Proxy Statement) and our Annual Report to Stockholders for the Year Ended December 31, 2022 (2022 Annual Report). The Notice contains instructions on how to access those documents over the Internet. The Notice also contains instructions on how to request a paper copy of our proxy materials, including this Proxy Statement, our 2022 Annual Report and a form of proxy card or voting instruction card.

PROS | 2023 Proxy Statement | Page 6

2022 Business Highlights

In 2022, we continued to deliver on our mission of helping people and companies outperform by enabling our customers to optimize their shopping and selling experiences and compete in the digital economy. By continuing to execute on our strategy, we grew our subscription revenue and total revenue by double digits and advanced on our path to profitability, while managing through a challenging economic environment. For more information on our financial performance, please see our 202 2 Annual Report. Highlights for the year include:

•Increased subscription revenue 15% and total revenue 10%.

•Improved subscription gross margin by over 300 basis points year-over-year to 73%.

•Published our customer value assessment results on pros.com, highlighting that our solutions generate for our customers, on average, 8% revenue uplift, 200 basis points of margin improvement, and 67% improvement in efficiency gain.

•Received recognition from industry analysts and numerous industry awards for top products and innovation, including being named a leader again in the Gartner 2022 Magic Quadrant for Configure, Price, and Quote Application Suites; together with our leadership position in the IDC MarketScape, PROS continues to be the only platform with a leadership position in both Price Optimization and Management and CPQ.

•Recognized as one of PEOPLE's 2022 Companies that Care, a list of the top 100 companies that have succeeded in business while demonstrating outstanding respect, care, and concern for their employees.

None of these accomplishments would have been possible without our dedicated team, inclusive culture, and strong values – We are Owners, We are Innovators, We Care – built into everything we do.

We believe cultivating a diverse and inclusive employee experience and environment sparks creativity, new ideas and innovation. We continue to evolve our business with the market, and our culture of trust, inclusion and innovation allows us to stay one step ahead. This is key to our success and why we continue to be a leader in our market. Happy employees make happy customers, and we take an integrated approach to helping our employees manage their work and personal responsibilities, with a strong focus on employee wellbeing. Our flexible work culture empowers employees and managers to work together to create inclusive work environments that balance both in-person collaboration with the flexibility of virtual work to meet business needs. We continue to evolve our hybrid playbook with new research, resources and best practices to help teams work efficiently. We offer company-wide initiatives to help our employees balance and maintain productivity. From generous time off and Recharge Days, our company-wide mental health holidays to disconnect, to our Work Well Wednesdays, a ‘quiet day’ for focused work, we’re helping our people unplug from work and meeting overload. New to 2022, we launched a Wellbeing Innovation Team of PROS colleagues across the business and globe to help further develop wellness programs designed to meet the needs of our diverse employee workforce.

For more information on our culture and values, please visit ir.pros.com.

PROS | 2023 Proxy Statement | Page 7

CORPORATE GOVERNANCE

Our Board and corporate governance structure is designed to assure that the long-term interests of our stockholders are being served. To satisfy the Board’s duties, directors are expected to take a proactive approach to overseeing our CEO and other senior management to ensure that PROS is committed to business success while maintaining high ethical standards.

Board and Committee Oversight in 2022

2022 Focus Areas

Typical Board Meeting Process

Strategy

Before the meeting

Prep meetings with management, auditors and outside advisors

Business Performance

Investor Relations

Human Capital Management

Day 1

Board committee meetings and full Board meeting (including reports from each committee chair)

Enterprise Risk Management

Cybersecurity

Day 2

Full Board meeting, followed by an executive session

Performance and Integration of EveryMundo

Talent Acquisition, Retention and Development

After the meeting

Management follow up to discuss, respond to and execute on Board guidance and requests

Oversight of ESG efforts

Diversity and Inclusion

Audit Committee


			2022 Focus Areas & Select Activities
ü			Reviewing management's proposed public disclosures and investor communications and recommending enhancements
ü			Overseeing the detailed audit plan and auditor budget
ü			Monitoring critical accounting and financial reporting matters
ü			Reviewing annual internal control assessments with internal and external auditors
ü			Reviewing with management and external advisors the status of open tax matters and future tax strategies
ü			Reviewing with management the annual risk assessment
ü			Providing oversight of cybersecurity risk management and resilience

Compensation and Leadership Development (CLD) Committee


			2022 Focus Areas & Select Activities
ü			Human Capital Management
ü			Updating peer group and developing NEO compensation program for 2023
ü			Reviewing acquisition, retention and succession plans for critical talent
ü			Monitoring equity plan usage
ü			Administering the Company's equity plans
ü			Succession planning

Nominating and Corporate Governance (NCG) Committee


			2022 Focus Areas & Select Activities
ü			Reviewing director Committee assignments and Committee leadership
ü			Overseeing annual performance evaluation of Board, Committees and individual directors
ü			Reviewing Code of Conduct, Governance Guidelines and Bylaws

PROS | 2023 Proxy Statement | Page 8

Diverse Board Representation


25%	50%	63%

Women	<3 years tenure	Women and/or from underrepresented communities

Role of the Board of Directors

Our Board oversees our CEO and other senior management to assure that the long-term interests of stockholders are being served. Our Board currently consists of eight members, divided into three classes, with each class serving for a staggered three-year term. The term of office of one class of directors expires each year in rotation so that one class is elected at each annual meeting for a full three-year term. Our Board believes that our classified board structure aligns the Board with the Company’s long-term interests and allows for stable and informed oversight, providing institutional perspective both to management and other directors. Our Board has adopted formal Corporate Governance Guidelines to ensure that it has the practices in place to review and evaluate our business operations as needed, to make decisions independent of our management, and to align the interests of directors and management with the interests of our stockholders.

In 2022, our Board met four times and acted via unanimous written consent one time, the Audit Committee met 10 times and acted via unanimous written consent two times, the CLD Committee met five times and acted via unanimous written consent three times, and the NCG Committee met four times and acted via unanimous written consent one time. Each current director who served as a director in 2022 attended at least 75% of the meetings of our Board and the Committees on which he or she served during 2022. The Board encourages all directors to attend annual meetings of the stockholders. All incumbent directors attended the 2022 meeting of stockholders which was held virtually.

Composition of the Board of Directors and its Committees

The Board is led by our independent non-executive chairman, Mr. Russell. The Board’s current preferred governance structure is to have an independent director serve as chairman. We believe the current structure provides strong leadership for our Board and ensures independent oversight over the Company, while also positioning our Chief Executive Officer (CEO) as the leader of the Company. The Board has determined that all directors, other than Mr. Reiner, are independent under NYSE listing standards and federal securities laws as of December 31, 2022. All Board committees are comprised entirely of independent directors.

The Board has standing Audit, CLD and NCG Committees. Each Committee has a written charter, which can be found under the Investor Relations section of our website at ir.pros.com. Our Board has determined that each member of the Audit Committee qualifies as "financially literate" within the rules of the NYSE and that three members of the Audit Committee, Ms. Lesjak and Messrs. Petersen and Williams, qualify as an Audit Committee financial expert within the meaning of the SEC regulations. Each member of our CLD Committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code (Code). The current composition of the Board and its committees is as follows:

Name

CLD

NCG

Independent

Other Public Company Boards

Carlos Dominguez

Yes

The Hartford

Raja Hammoud

Yes

—

Leland T. Jourdan

Yes

—

Catherine Lesjak

Yes

General Electric; GE HealthCare

Greg B. Petersen

Yes

Plus Therapeutics

Andres D. Reiner

President & CEO

Paylocity

William Russell

Non-Executive Chairman

Yes

Acesso Technology Group

Timothy Williams

Yes

—

C = Committee Chair; M = Committee Member

PROS | 2023 Proxy Statement | Page 9

Audit Committee

The Audit Committee assists the Board in oversight and monitoring of:

•our accounting and financial reporting processes and the audits of our financial statements;

•our independent auditors, including their qualifications, engagement, performance and independence;

•the results of the annual audit and the independent auditor’s review of our annual and quarterly financial statements and reports, including discussions with independent auditors without management present;

•press releases regarding our financial results and any other financial information and earnings guidance provided;

•matters that have a significant impact on our financial statements;

•the scope, adequacy and effectiveness of our internal control over financial reporting and disclosure controls;

•our internal auditors;

•tax matters and tax strategies;

•risk management, including financial accounting, investment, capital structure, tax and business continuity

•cyberse

SEC Form DEF 14A filed by PROS Holdings Inc.