Governance

Board of Directors

William Russell, Non-Executive Chairman

Portrait

Bill Russell has served as a director of PROS Holdings, Inc. since 2008. He currently serves as non-executive Chairman of the Board of Directors, Chairman of the Nominating and Governance Committee and a member of the Compensation and Leadership Development Committee.

Russell serves on the boards of directors of several privately held companies. He has served in a variety of roles on both public and private technology company boards, and previously served on the boards of SABA Software, Inc., webMethods and Cognos.

In his more than 20 years with Hewlett-Packard, Russell held a number of senior-level roles, including Vice President and General Manager of the multi-billion-dollar Enterprise Systems Group.

Russell is a National Association of Corporate Directors (NACD) Board Leadership Fellow, demonstrating his commitment to the highest standards of boardroom excellence. NACD Fellowship is a comprehensive and continuous program of study that empowers directors with the latest insights, intelligence and leading boardroom practices.

Independent Director

Chairman of the Board

Member of the Compensation and Leadership Development Committee

Chair of the Nominating and Governance Committee

Andres D. Reiner, President, Chief Executive Officer and Director

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PROS President and Chief Executive Officer Andres Reiner joined the company in 1999. He was appointed to his current role in November 2010 and also serves as a member of its board of directors.

Reiner has led PROS to record revenue growth, fueled by his vision and strategy around innovation, customer success and helping people achieve their full potential. Under his leadership, the company has expanded its global reach and scale, introduced numerous new products, entered new markets, grown its partner ecosystem, completed three acquisitions and more than doubled the size of the team.

Reiner has held a broad range of leadership roles that provide the breadth of experience and understanding of how to drive growth. In this series of increasingly responsible roles, he has led products and product management, marketing, global alliances, science and research, and development of the company’s next-generation software portfolio.

Prior to joining PROS, Reiner held various technical and leadership positions in software-based companies including Platinum Technology and ADAC Healthcare Information Systems.

Reiner serves on the board of directors at Paylocity Holding Corporation (Nasdaq: PCTY), a cloud-based provider of payroll and human capital management software solutions. He is a member of the Young Presidents’ Organization (YPO). Reiner received the Ernst & Young 2015 Entrepreneur Of The Year Award® in the technology category for the Gulf Coast.

He earned a B.S. degree in computer science from the University of Houston.

Penelope Herscher, Director

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Penelope Herscher joined the PROS Board of Directors in 2018. She is a seasoned technology public company board director, executive and entrepreneur. Herscher has more than 15 years of experience as a high-tech CEO in Silicon Valley and more than 10 years of experience serving on public company boards of directors. She serves on the boards of directors of Faurecia SA (EPA:EO), Verint (NASD:VRNT) and Lumentum Operations LLC (NASD:LITE).

From 2005-2015, Herscher served as CEO for FirstRain, a privately held company with a focus on unstructured data analytics. She also served as CEO of Simplex Solutions. Herscher has also served in C-level and senior executive positions for a number of software and technology firms, including Cadence Design Systems, Inc.

She earned a BA Hons, MA in mathematics from Cambridge University, England.

Member of the Compensation and Leadership Development Committee

Member of the Nominating and Corporate Governance Committee

Greg B. Petersen, Director

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Greg B. Petersen joined the board of PROS Holdings, Inc. in 2007. He serves as Chairman of the Compensation and Leadership Development Committee and a member of the Audit Committee.

Petersen is president of Brookview Capital Advisors based in Austin, Texas. He has also served as a board member at three other technology companies: Diligent Corporation, Piksel, Inc. and Synthesio. Petersen served as the chairman of the audit Committee at Diligent and Piksel, and an advisory board member at Synthesio. From 2014 to 2015, he was the Executive Vice Chairman at Diligent Corporation, a high-growth SaaS business. Petersen has served as the Chief Financial Officer of several software and technology companies. From 2001-2007, he was Chief Financial Officer of Activant Solutions, a $400 million provider of business management solutions to retail and wholesale distribution businesses; and Lombardi Software, a business process management software provider, which was sold to IBM in 2010.

Petersen began his career with American Airlines, Inc. where he held increasingly responsible executive positions over eight years, including managing director of corporate development where he led a project to create Sabre Holdings, Inc. and complete its IPO. He has also served as an executive in finance and treasury roles with Trilogy Software, a provider of enterprise software and business services, and in planning and development roles with RailTex, a publicly-traded short-line and regional rail service provider.

Petersen earned an MBA from the Fuqua School of Business at Duke University and holds a B.A. in Economics from Boston College.

Independent Director

Member of the Audit Committee

Chair of the Compensation and Leadership Development Committee

Leslie J. Rechan, Director

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Les Rechan has served as a director of PROS Holdings, Inc. since 2015. He serves as a member of the Compensation and Leadership Development Committee, and the Nominating and Governance Committee.

Rechan serves as President and Chief Executive Officer of Solace Systems, a smart data movement solutions company, headquartered in Ottawa, Canada. He has also served as President, CEO and a director of Halogen Software, a cloud-based talent management software provider, which was acquired by SABA. Rechan previously served as General Manager, IBM Business Analytics Division.

He has also served as Chief Operating Officer of Cognos, and has held global executive leadership roles with Oracle, Siebel Systems, Cadence Design Systems and Onyx Software. Rechan currently serves on the advisory board of Cognitive Scale, a privately held augmented intelligence cloud platform company, and JASCI software, a privately held supply chain acceleration cloud solutions company.

Throughout his career, Rechan has demonstrated strong global leadership and operational excellence.

Rechan received earned his M.A. in Management from Northwestern University, a B.S. in Electrical Engineering and a B.A. in organizational behavior from Brown University.

Independent Director

Member of the Audit Committee

Member of the Nominating and Governance Committee

Timothy V. Williams, Director

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Timothy V. Williams has served as a director of PROS Holdings, Inc. since 2007. He currently serves as Chairman of the Audit Committee and a member of the Nominating and Government Committee.

From January 2001 until his retirement in November 2011, Williams served as Senior Vice President and Chief Financial Officer of Blackbaud, Inc., a publicly-traded provider of software and services to non-profit organizations. He also served as Executive Vice President and Chief Financial Officer of both Mynd, now a subsidiary of Computer Sciences Corporation, a provider of software and services to the insurance industry, and Holiday Inn Worldwide, a subsidiary of Bass PLC.

Williams has extensive financial, business, management and public software company expertise. He also serves on the board of directors and as chairman of the audit committee of ChannelAdvisor Corporation, a publicly-traded software firm. Williams previously served on the board and was chairman of the audit committee of Halogen Software, Inc., a publicly-traded software company that was acquired by SABA. In 2014, Williams joined the board of directors and serves as chairman of the audit committee of PointClickCare, Inc., a privately held software firm. Through his experience as a Chief Financial Officer with three other software and services firms, he brings to the PROS Board of Directors extensive knowledge of accounting, risk management, general management of software companies, and public company reporting requirements and processes.

He holds a B.A. in Business from the University of Northern Iowa.

Independent Director

Chair of the Audit Committee

Member of the Nominating and Governance Committee

Mariette M. Woestemeyer, Director

Portrait

Mariette M. Woestemeyer co-founded the Company in 1985 with her husband, Mr. Woestemeyer, and has served as a director since our founding. Mariette held executive level positions with PROS from 1985 until 1999. She provided leadership in strategic planning, operational budgeting and planning, product development, finance, legal, human resources and marketing. Mrs. Woestemeyer was the Chief Financial Officer of Metro Networks, a broadcasting company, from 1983 to 1985 and held various financial roles at other companies prior to 1983.

Ronald F. Woestemeyer, Director

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Ron Woestemeyer was a co-founder of PROS in 1985, and has served as a director since our founding. PROS was established as a software company to address customers’ problems revolving around revenue management, and price optimization. He found that companies lacked adequate tools to effectively manage and control prices –– much less optimize –– revenues in an increasingly competitive environment. Ron guided the development of the PROS Pricing and Revenue Optimization system, the first true revenue optimization system ever developed. Ron is an experienced executive who has focused on quantitative and analytical tools to help companies solve the most challenging pricing problems. He continues to provide direction, strategy and business development for PROS alliances and partnerships. Ron graduated from the University of Houston with a Bachelor’s degree in Business Administration.

Committee Composition

Compliance Program

PROS Corporate Compliance Program represents a shared undertaking on the part of colleagues ranging from the highest levels of management to the most junior employees.

  • Written Policies and Procedures;
  • A Compliance Officer and Compliance Committee;
  • Effective Training and Education;
  • Effective Lines of Communication;
  • Internal Monitoring and Auditing;
  • Enforcement through Discipline pursuant to Published Guidelines; and
  • Prompt Response and Corrective Action for Detected Problems

I. Written Policies and Procedures

Some of the policies that provide our colleagues with guidance around their conduct of day-to-day operations include the following:

II. A Compliance Officer and Compliance Committee

PROS’ Compliance Program operates under the direction of our Internal Corporate Compliance Committee. The Corporate Compliance Committee reports to the Nominating & Governance committee and operates under a charter. The Internal Corporate Compliance Committee consists of four senior leaders who are responsible for administering all aspects of the Compliance Program, including compliance training, policy development, and investigations. Members of the Committee include the CEO, Chairman, CFO, Compliance Officer, Director of Investor Communications and any person the CEO appoints to the Committee. The Compliance Officer (“CO”) is Damian Olthoff, General Counsel.

III. Effective Training and Education

PROS is committed to providing effective training to employees, managers, officers, and directors regarding the Corporate Compliance Program. Training resources include online access to policies.

IV. Effective Lines of Communication

Open Door Policy

PROS’ adheres to an “Open Door Policy,” and encourages colleagues to discuss any issues, concerns, problems and suggestions with their immediate supervisor or other manager without fear of retaliation and with the assurance that the matter will be kept as confidential as possible.

Corporate Compliance Anonymous Hotline

Call the Company toll-free hotline that is accessible 24 hours a day, 7 days a week at either 1-833-920-0004 (US & Canada) or 800-603-2869 (must dial country access code).

Log on to www.lighthouse-services.com/PROS.

Mail a description of the suspected violation or other complaint or concern to:
PROS Holdings, Inc.
ATTN: Audit Committee Chairman
3100 Main St., Suite 900
Houston, TX 77002

Fax a description of the suspected violation or other complaint to 215-689-3885 (must include “PROS Holdings” with the report).

Communication to Management Regarding Compliance Issues

The Internal Corporate Compliance Committee communicates with management and, as on a need basis, the Nominating and Governance Committee and the Board of Directors about compliance matters. The development and implementation of compliance policy benefit substantially when colleagues at all management levels are engaged.

Communication to the Audit Committee of the Board of Directors and the Full Board of Directors

Communication with the Audit Committee of the Board of Directors and the full Board of Directors is part of an effective compliance program. Members of the Board and its Audit Committee are readily accessible to management and the Internal Corporate Compliance Committee.

V. Internal Monitoring and Auditing

Internal monitoring and auditing are vital parts of a Corporate Compliance Program. Monitoring and auditing business processes does more than simply verify their thorough and efficient operation. Effective monitoring and auditing can provide an organization with the capacity to detect and prevent deviations that, in certain circumstances, can potentially engender compliance concerns.

VI. Enforcement Through Discipline pursuant to Published Guidelines

Our Compliance Guidance documents (e.g. Code of Business Conduce and Ethics,) educate colleagues about our company’s commitment to compliance. The Guidance documents put all colleagues, including management, on notice that failure to adhere to our compliance standards may have disciplinary consequences, up to and including termination of employment. If an investigation suggests that discipline, up to and including termination may be warranted, appropriate action is taken.

VII. Prompt Response and Corrective Action for Detected Problems

Our compliance program supports prompt response and corrective action for detected problems as appropriate under the circumstances. It is expected that compliance concerns referred through any of the many communication channels (personal contact, email, anonymous fax, toll-free hotline number, etc.) will be carefully reviewed, thoroughly and thoughtfully investigated, and reasonably timely and appropriately resolved.