Vertex, Inc.
For the period ended Jun 11, 2025. Filed Apr 28, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 11, 2025 · Filed Apr 28, 2025
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Contents
Pay versus Performance
In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and non-PEO named executive officers (“Non-PEO NEO”) and Company performance for the fiscal years listed below. The Human Capital Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
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|---|---|---|---|---|---|---|---|---|
| Year · Summary Compensation Table Total for PEO¹ ($) · Compensation Actually Paid to PEO¹˒²˒³ ($) · Average Summary Compensation Table Total for Non-PEO NEOs1 ($) · Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($) · Value of Initial Fixed $100 Investment based on:4 · Net Income($ Millions) · Total Revenue⁵($ Millions) | ||||||||
| | | | | | TSR ($) | Peer Group TSR ($) | | |
| 2024 | 8,403,506 | 36,014,118 | 2,139,021 | 9,540,330 | 153.08 | 164.52 | (52.7) | 666.8 |
| 2023 | 7,531,591 | 20,194,525 | 1,800,274 | 5,249,186 | 77.30 | 139.45 | (13.1) | 572.4 |
| 2022 | 7,002,168 | 6,690,549 | 1,439,261 | 947,639 | 41.64 | 87.67 | (12.3) | 491.6 |
| 2021 | 6,870,858 | (14,932,287) | 942,943 | (3,745,456) | 45.54 | 130.86 | (1.5) | 425.5 |
| | | | | | | | | |
(1)David DeStefano was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
| | |
|---|---|
| 2021 | 2022- 2024 |
| John Schwab | John Schwab |
| Lisa Butler | Bryan Rowland |
(2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s named executive officers. These amounts reflect the 2024 Summary Compensation Table Total with certain adjustments as described in footnote 3 below.
(3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the 2024 Summary Compensation Table.
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|---|---|---|---|---|
| Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards and Option Awards for PEO($) | Inclusion of Equity Values for PEO($) | Compensation Actually Paid to PEO($) |
| 2024 | 8,403,506 | (7,000,004) | 34,610,616 | 36,014,118 |
| | | | | |
|---|---|---|---|---|
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) |
| 2024 | 2,139,021 | (1,410,552) | 8,811,861 | 9,540,330 |
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO($) | Total - Inclusion ofEquity Values for PEO($) |
| 2024 | 14,837,115 | 15,159,697 | - | 4,613,804 | - | - | 34,610,616 |
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion ofEquity Values for Non-PEO NEOs($) |
| 2024 | 2,989,788 | 5,500,803 | - | 321,270 | - | - | 8,811,861 |
(4)The Peer Group TSR set forth in this table utilizes the Nasdaq U.S. Benchmark Software TR Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the Nasdaq U.S. Benchmark Software TR Index respectively. Historical stock performance is not necessarily indicative of future stock performance.
(5) We determined Total Revenue to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2024.
Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Company Total Stockholder Return (“TSR”) and Peer Group TSR
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the four most recently completed fiscal years, and the TSR of the Nasdaq U.S. Benchmark Software TR Index over the same period.
Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently completed fiscal years.
Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Total Revenue
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average Compensation Actually Paid to our Non-PEO NEOs, and Total Revenue during the four most recently completed fiscal years.
Tabular List of Most Important Financial Performance Measures
The following table presents the financial performance measures that the Company considers having been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for 2024 to Company performance. The measures in this table are not ranked.
Total RevenuePre-Tax Net IncomeAdjusted Cash from Operations
Pre-tax net income and adjusted cash from operations are non-GAAP measures. For a description of how these measures are calculated from the nearest GAAP counterpart in the Company’s audited financial statements, see “Cash-Based Incentive Compensation” in the CD&A above.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.