THRYV HOLDINGS, INC., DEF 14A filed on 4/30/2026
Proxy Statement (definitive)
v3.26.1
Cover
 12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name THRYV HOLDINGS, INC.
Entity Central Index Key 0001556739
v3.26.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Year
Summary
Compensation
Table Total
for PEO1
($)
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
$100 Investment
based on:4
Net Income (Loss)
($ Thousands)
SaaS
Revenue5
($ Thousands)
TSR
($)		Peer
Group
TSR
($)
(a)(b)(c)(d)(e)(f)(g)(h)(i)
20255,259,8371,512,7702,930,220180,60244.81145.65307461,027
20245,467,6142,993,1712,740,366768,962109.63119.14(74,216)343,476
20235,811,1275,870,9422,907,1152,741,138150.74106.82(259,295)263,717
20226,551,181(7,012,128)3,124,3451,023,686140.7491.3554,348216,346
20213,268,71128,174,8031,081,7253,917,477304.67114.82101,577171,052
        
Company Selected Measure Name SaaS Revenue        
Named Executive Officers, Footnote
1.Joseph A. Walsh was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
20212022202320242025
Paul D. RousePaul D. RousePaul D. RousePaul D. Rouse Paul D. Rouse
Gordon HenryGordon HenryGordon HenryGordon Henry Grant Freeman
James McCuskerJames McCuskerJames McCuskerJames McCusker John Wholey
John WholeyJohn WholeyJohn WholeyJohn Wholey Lesley Bolger
Grant Freeman
Lesley Bolger
        
Peer Group Issuers, Footnote
4.The Peer Group TSR set forth in this table utilizes the Russell 2000 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, 2025. 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 Russell 2000 Index, respectively.
        
PEO Total Compensation Amount $ 5,259,837 $ 5,467,614 $ 5,811,127 $ 6,551,181 $ 3,268,711
PEO Actually Paid Compensation Amount $ 1,512,770 2,993,171 5,870,942 (7,012,128) 28,174,803
Adjustment To PEO Compensation, Footnote
3.For 2025, amounts in this column represent the Compensation Actually Paid to the PEO and, on an average basis, the non-PEO NEOs, based on their total compensation reported in the Summary Compensation Table for that fiscal year and adjusted as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718.

YearReported Summary
Compensation Table
Total for the PEO
($)		Subtract Reported Value
of Stock Awards and
Option Awards
for the PEO
($)
Add/Subtract Equity
Award Adjustments(a)
for the PEO
($)
Compensation Actually
Paid to the PEO
($)
20255,259,837 (3,000,000)(747,067)1,512,770 
+
(a)The equity award adjustments include the addition (or subtraction, as applicable) of the following:
(i)the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year;
(ii)the amount of change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year;
(iii)for awards that are granted and vest in same applicable year, the fair value as of the vesting date;
(iv)for awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year);
(v)for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and
(vi)the value of any dividends or other earnings paid on awards prior to the vesting date that are not otherwise included in the total compensation for the applicable year.
The amounts deducted or added in calculating the equity award adjustments are as follows:
YearYear-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
($)		Total - Inclusion
of Equity Values
for PEO
($)
2025960,361 (1,629,518)— (77,910)— (747,067)
        
Non-PEO NEO Average Total Compensation Amount $ 2,930,220 2,740,366 2,907,115 3,124,345 1,081,725
Non-PEO NEO Average Compensation Actually Paid Amount $ 180,602 768,962 2,741,138 1,023,686 3,917,477
Adjustment to Non-PEO NEO Compensation Footnote
3.For 2025, amounts in this column represent the Compensation Actually Paid to the PEO and, on an average basis, the non-PEO NEOs, based on their total compensation reported in the Summary Compensation Table for that fiscal year and adjusted as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718.
YearAverage Summary
Compensation Table
Total for Non-PEO NEOs
($)		Average Exclusion
of Stock Awards and
Option Awards
for Non-PEO NEOs
($)
Average Inclusion(a) of Equity Values for
Non-PEO NEOs
($)
Average Compensation
Actually Paid to
Non-PEO NEOs
($)
20252,930,220 (2,125,000)(624,618)180,602 
(a)The equity award adjustments include the addition (or subtraction, as applicable) of the following:
(i)the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year;
(ii)the amount of change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year;
(iii)for awards that are granted and vest in same applicable year, the fair value as of the vesting date;
(iv)for awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year);
(v)for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and
(vi)the value of any dividends or other earnings paid on awards prior to the vesting date that are not otherwise included in the total compensation for the applicable year.
YearAverage
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
($)		Total -
Average
Inclusion of
Equity Values
for Non-PEO
NEOs
($)
2025680,257 (1,311,527)— 6,652 — (624,618)
        
Compensation Actually Paid vs. Total Shareholder Return
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid, Company 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 and the Peer Group’s cumulative TSR from December 31, 2020, through the end of the five most recently completed fiscal years.
64801
        
Compensation Actually Paid vs. Net Income
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income (Loss)
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, and our Net Income (Loss) during the five most recently completed fiscal years.
65129
  		       
Compensation Actually Paid vs. Company Selected Measure Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and SaaS Revenue
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, and our SaaS Revenue during the five most recently completed fiscal years.
65458
        
Total Shareholder Return Vs Peer Group
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid, Company 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 and the Peer Group’s cumulative TSR from December 31, 2020, through the end of the five most recently completed fiscal years.
64801
        
Tabular List, Table
Tabular List of Most Important Financial Performance Measures
The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for 2025 to Company performance. The measures in this table are not ranked.
SaaS Revenue
Absolute TSR
Relative TSR
Adjusted EBITDA
Free Cash Flow
        
Total Shareholder Return Amount $ 44.81 109.63 150.74 140.74 304.67
Peer Group Total Shareholder Return Amount 145.65 119.14 106.82 91.35 114.82
Net Income (Loss) $ 307,000 $ (74,216,000) $ (259,295,000) $ 54,348,000 $ 101,577,000
Company Selected Measure Amount 461,027,000 343,476,000 263,717,000 216,346,000 171,052,000
PEO Name Joseph A. Walsh Joseph A. Walsh Joseph A. Walsh Joseph A. Walsh Joseph A. Walsh
Additional 402(v) Disclosure 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 NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments required under Item 402(v). (For 2025, the adjustments are described in footnote 3 below.)        
Measure:: 1          
Pay vs Performance Disclosure          
Name SaaS Revenue        
Non-GAAP Measure Description We determined SaaS 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 2025. More information on SaaS Revenue can be found at the “Short-Term Incentive Plan - Cash Incentive” section of the CD&A.        
Measure:: 2          
Pay vs Performance Disclosure          
Name Absolute TSR        
Measure:: 3          
Pay vs Performance Disclosure          
Name Relative TSR        
Measure:: 4          
Pay vs Performance Disclosure          
Name Adjusted EBITDA        
Measure:: 5          
Pay vs Performance Disclosure          
Name Free Cash Flow        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (3,000,000)        
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (747,067)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 960,361        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,629,518)        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (77,910)        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,125,000)        
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (624,618)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 680,257        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,311,527)        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 6,652        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0        
v3.26.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure We do not grant equity awards when in possession of material, non-public information. Further, we do not schedule the grant of any equity awards in anticipation of the disclosure of material, non-public information, and we do not schedule the disclosure of material, non-public information based on the timing of granting equity awards. We generally grant broad-based equity awards at approximately the same time each year. Because the Committee’s regular meeting schedule is determined in the prior fiscal year, the proximity of any awards to other significant corporate events is coincidental. In addition, we may choose to grant equity awards outside of the annual broad-based awards (e.g., as part of a new hire package or as a retention or promotional incentive). During 2025, no stock option grants were made to any of our NEOs during any period beginning four business days before filing or furnishing of a periodic report or current report and ending one business day after the fling or furnishing of any such report with the SEC.
Award Timing Method We generally grant broad-based equity awards at approximately the same time each year. Because the Committee’s regular meeting schedule is determined in the prior fiscal year, the proximity of any awards to other significant corporate events is coincidental. In addition, we may choose to grant equity awards outside of the annual broad-based awards (e.g., as part of a new hire package or as a retention or promotional incentive).
Award Timing Predetermined true
Award Timing MNPI Considered true
Award Timing, How MNPI Considered We do not grant equity awards when in possession of material, non-public information. Further, we do not schedule the grant of any equity awards in anticipation of the disclosure of material, non-public information, and we do not schedule the disclosure of material, non-public information based on the timing of granting equity awards.
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true