DEF 14A of Owlet, Inc.
Filed Sep 10, 2025 · FY20240001140361-25-034561
Items of Business
| 2. | Approve an amendment to the Owlet 2021 Incentive Award Plan, as amended (the “2021 Plan”) to increase the number of shares of Class A common stock, par value $0.0001 per share, of the Company (“Common Stock”) reserved for issuance under the 2021 Plan; |
How does the Board or Special Committee recommend that I vote?
| • | FOR the amendment to the 2021 Plan to increase the number of shares of Common Stock reserved for issuance under the 2021 Incentive Plan. |
PROPOSAL 1 – ELECTION OF DIRECTORS
PROPOSAL 1 – ELECTION OF DIRECTORS
Board Size and Structure
Board Size and Structure Our Certificate of Incorporation provides that the number of directors shall be established from time to time by the Board. The Board has fixed the number of directors at eight, and as of the date of this Proxy Statement, there are eight members of the Board. Our Certificate of Incorporation provides that the Board be divided into three classes, designated as Class I, Class II and Class III. Each class of directors must stand for reelection no later than the third annual meeting of stockholders subsequent to their initial appointment or election to the Board, provided that the term of each director will continue until the election and qualification of their successor or their earlier death, resignation, disqualification or removal. Generally, subject to the Amended and Restated Stockholders Agreement described herein, vacancies or newly created directorships will be filled, upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”), only by (i) the vote of a majority of the directors then in office, although less than a quorum, or (ii) a sole remaining director. A director appointed by the Board to fill a vacancy will hold office until the next election of the class for which such director was chosen, subject to the election and qualification of his or her successor and his or her earlier death, resignation, disqualification or removal.
Current Directors, Classes and Terms
Current Directors, Classes and Terms Our current directors and their respective classes and terms are set forth below. The current term of the Class I directors ends at the Annual Meeting, and Class II and Class III at the 2026 and 2027 annual meeting of stockholders, respectively.
Current Directors, Classes and Terms
| CLASS I | CLASS II | CLASS III | | Zane M. Burke | Marc F. Stoll | Laura J. Durr | | John C. Kim | Kurt Workman | Amy N. McCullough | | Melissa A. Gonzales | | Lior Susan |
Nominees for Director
Nominees for Director Mr. Burke, Mr. Kim and Ms. Gonzales have been, upon the recommendation of the Nominating and Corporate Governance Committee, nominated by the Board to stand for election. As the directors assigned to Class I, the current terms of service for Messrs. Burke and Kim and Ms. Gonzales will expire at the Annual Meeting. If elected by the stockholders at the Annual Meeting, Messrs. Burke and Kim and Ms. Gonzales will each serve for a term expiring at our annual meeting of stockholders to be held in 2028 (the “2028 Annual Meeting”) and until the election and qualification of their respective successor or until their earlier death, resignation, disqualification or removal. Each person nominated for election has consented to be named and to serve as a director if elected at the Annual Meeting, and the Board has no reason to believe that any nominee will be unable to serve. If, however, prior to the Annual Meeting, the Board should learn that any nominee will be unable to serve for any reason, the proxies that otherwise would have been voted for this nominee will be voted for a substitute nominee as selected by the Board. Alternatively, the proxies, at the Board’s discretion, may be voted for that fewer number of nominees as results from the inability of any nominee to serve. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proposal.
Director & Director Nominee Qualifications and Biographical Information
Director & Director Nominee Qualifications and Biographical Information The following pages contain professional and other biographical information (as of August 15, 2025) for each director nominee and each director whose term as a director will continue after the Annual Meeting, including all positions they hold, their principal occupation and business experience for the past five years, and the names of other publicly traded companies of which the director or nominee currently serves as a director or has served as a director during the past five years. We believe that all of our directors and nominees possess the characteristics noted in our Corporate Governance Guidelines. In accordance with those guidelines, we believe our directors possess personal and professional integrity; satisfactory levels of education and/or business experience; broad-based business acumen; an appropriate level of understanding of our business and its industry and other industries relevant to our business; the ability and willingness to devote adequate time to the work of the Board and its committees, as applicable; skills and personality that complement those of our other directors that helps build a board that is effective, collegial and responsive to the needs of our Company; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background; and the ability to represent the interests of our stockholders. The information presented below regarding each nominee and continuing director also sets forth specific experience, qualifications, attributes and skills that led the Board to the conclusion that such individual should serve as a director in light of our business and structure.
Nominees for Election to Three-Year Terms Expiring at the 2028 Annual Meeting
Nominees for Election to Three-Year Terms Expiring at the 2028 Annual Meeting
Nominees for Election to Three-Year Terms Expiring at the 2028 Annual Meeting
| Class I Directors | Age | Director Since | Current Position at Owlet | | Zane M. Burke | 59 | 2021 | Director | | Melissa Gonzales | 59 | 2023 | Director | | John C. Kim | 54 | 2021 | Director |
Nominees for Election to Three-Year Terms Expiring at the 2028 Annual Meeting
Zane M. Burke served on the board of directors of Old Owlet from March 2021 to July 2021 and has served on the Board since July 2021. From September 2021 until December 2024, Mr. Burke served as the Chief Executive Officer of Quantum Health, Inc., a healthcare benefits technology company Prior to joining Quantum Health, Mr. Burke was the Chief Executive Officer of Livongo Health, now an affiliate of Teladoc Health, Inc., a telehealth company, from February 2019 to November 2020. Prior to his role with Livongo Health, Mr. Burke spent more than two decades at Cerner Corporation (acquired by Oracle Corporation in June 2022), ultimately serving as its President from September 2013 to November 2018. Mr. Burke is a member of the boards of Cotiviti, Inc., and Bardavon Health Innovations. He also previously served on the board of directors of Quantum Health, Inc. from September 2021 to December 2024, and Livongo Health from April 2019 to November 2020. Mr. Burke is also a board member of several nonprofit organizations, including the College of Healthcare Information Management Executives and University Health (Kansas City). He is a certified public accountant (inactive). Mr. Burke earned his Bachelor of Science in Accounting and Master of Accounting from Kansas State University. We believe Mr. Burke is qualified to serve as a member of the Board due to his background in overseeing public healthcare companies and his significant experience in the healthcare industry. Melissa A. Gonzales has been a member of the Board since July 2023. Ms. Gonzales has served as the President, Women’s health, at Myriad Genetics, Inc. (Nasdaq: MYGN), a genetic testing and precision medicine company, since May 2021. Prior to joining Myriad, Ms. Gonzales held several senior leadership and executive positions with Medela LLC and affiliated entities starting in 2008, including most recently as Executive Vice President, Americas, from January 2019 to May 2021, as Executive Vice President, North America from August 2018 to December 2018, and as Executive Vice President, Global Business Unit Human Milk from January 2018 to August 2018. Earlier in her career, she led commercial teams at Align Technology and Smith & Nephew. Ms. Gonzales has also served as Board Chair, March of Dimes, Chicago, since January 2021. Ms. Gonzales holds a Bachelor of Science in Nursing from the University of Illinois Chicago, and a Master of Business Administration from the Keller Graduate School of Management of DeVry University. We believe Ms. Gonzales is qualified to serve as a member of the Board due to her significant experience in the healthcare industry. John C. Kim served on the board of directors of Old Owlet from April 2021 to July 2021 and has served on the Board since July 2021. Mr. Kim previously served as Executive Vice President, Chief Product Officer of PayPal Holdings, Inc., a payment technology company, from September 2022 to April 2025. Mr. Kim joined PayPal Holdings, Inc. from Expedia Group, Inc., a travel services company, where he served as President, Marketplace from June 2021 to September 2022, as President of Platform & Marketplaces from December 2019 to June 2021, and as Chief Product Officer of Expedia Brands from July 2011 to March 2016. He also served as President of Vrbo/Homeaway, an Expedia Group subsidiary, from July 2016 to December 2019. Mr. Kim serves as a Senior Advisor to Permira, the global private equity firm since August 2023. Mr. Kim has more than two decades of experience in online search, recommendations, analytics and marketing at tier-one, venture-backed startups, medium-sized companies and globally known brands, having served in senior positions earlier in his career with Yahoo!, Inc., Pelago, Inc. (acquired by Groupon, Inc. in April 2011) and Medio Systems Inc. (acquired by Nokia/Microsoft in 2014), and he is an investor in over 100+ startups. He graduated from the University of California-Santa Barbara and received his Master of Business Administration from the University of Chicago Booth School of Business. We believe Mr. Kim is qualified to serve as a member of the Board due to his significant analytics and marketing experience and broad leadership experience.
Class II Directors Whose Terms Expire at the 2026 Annual Meeting of Stockholders
Class II Directors Whose Terms Expire at the 2026 Annual Meeting of Stockholders
Class II Directors Whose Terms Expire at the 2026 Annual Meeting of Stockholders
| Class II Directors | Age | Director Since | Current Position at Owlet | | Marc F. Stoll | 54 | 2023 | Director | | Kurt Workman | 36 | 2021 | Director and Chief Executive Officer |
Class II Directors Whose Terms Expire at the 2026 Annual Meeting of Stockholders
Marc F. Stoll has been a member of the Board since August 2023. Mr. Stoll has been Chief Financial Officer of Reliable Robotics Corporation, an aviation automation technology company, since May 2025. He was previously an Investment Partner at Eclipse, a venture capital firm, from February 2023 to April 2025. From April 2019 through January 2023, Mr. Stoll served as President and Chief Operating Officer of Nextiva, a private telephone and technology service company, and from September 2014 through March 2015 served as Chief Financial Officer of Anaplan, a private business planning software company. Mr. Stoll joined Anaplan from Apple Inc., a multinational technology company (NASDAQ: AAPL), where he served as Vice President of Worldwide Sales Finance from August 2008 through July 2013. Earlier in his career, he served as Senior Vice President and Corporate Controller of CA, Inc. and as Head of Technology Equity Research at Julius Baer Investment Management. Mr. Stoll has also served on the board of directors of a number of public and private companies. Mr. Stoll holds a Masters of Business Administration from the University of Chicago, Booth School of Business, and a Bachelor of Science in Electrical Engineering from Michigan Technological University. We believe Mr. Stoll is qualified to serve as a member of the Board due to his significant operational and marketing experience and broad leadership experience. Kurt Workman has served as our Chief Executive Officer since January 2021 and as a member of the Board since July 2021, and also served as our as President from September 2022 until July 2023. Mr. Workman co-founded and served as the Chief Executive Officer and member of the Board of Old Owlet from the company’s founding in 2012 until December 2019. During his tenure as chief executive officer of Old Owlet, Mr. Workman led the company’s growth from its inception and was instrumental in overseeing the research and development of several of the company’s key product offerings. He also served as a member of Old Owlet’s board of directors from when he co-founded the Company in 2012 to July 2021. Mr. Workman studied chemical engineering at Brigham Young University. We believe Mr. Workman’s intimate knowledge of Owlet and his proven success building and overseeing Owlet’s growth and development make him qualified to serve as a member of the Board.
Class III Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders
Class III Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders
Class III Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders
| Class III Directors | Age | Director Since | Current Position at Owlet | | Laura J. Durr | 64 | 2021 | Director | | Amy N. McCullough | 45 | 2021 | Director | | Lior Susan | 41 | 2021 | Chairman of the Board |
Class III Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders
Laura J. Durr served on the board of directors of Old Owlet from February 2021 to July 2021 and has been a member of the Board since July 2021. Ms. Durr was previously an Executive Vice President and Chief Financial Officer of Polycom, Inc., a technology company focused on video, voice and content collaboration and communication, from May 2014 until its acquisition by Plantronics, Inc. in July 2018. Prior to holding that role, Ms. Durr held various finance leadership roles at Polycom between 2004 and 2014, including Senior Vice President of Worldwide Finance, Chief Accounting Officer and Worldwide Controller. Prior to her tenure with Polycom, Ms. Durr held executive positions in finance and administration at Lucent Technologies, Inc. and International Network Services Inc. and also worked for six years at Price Waterhouse LLP. Ms. Durr has served as a director of Xperi Inc. and Netgear, Inc., since October 2022 and January 2020, respectively, and currently serves as the chairperson of the Audit Committee of both Xperi Inc. and Netgear. She previously served as a director of TiVo Corporation from April 2019 until its merger with Xperi Holding Corporation in June 2020, and served as a director of Xperi Holding Corporation from June 2020 until its spin-off of its former subsidiary, Xperi Inc. in October 2022. Ms. Durr was a certified public accountant and holds a Bachelor of Science in Accounting from San Jose State University. We believe Ms. Durr is qualified to serve as a member of the Board because she can provide valuable operational and strategic experience and insight, given her background in finance and strategy for leading Silicon Valley technology companies. Amy N. McCullough served on the board of directors of Old Owlet from April 2018 to July 2021 and has served on the Board since July 2021. Ms. McCullough is the President and Managing Director of Trilogy Equity Partners, LLC (“Trilogy”), an early-stage venture capital firm. Ms. McCullough has been a member of the investment team at Trilogy for the last 18 years and has served in her current role for the last eight years. She leads the investment team and is a member of Trilogy’s board of managers, which sets the strategic direction of the fund. Also, Ms. McCullough currently serves on the board of directors of several privately held companies, including Boundless Immigration, Inc. and Guide Care Inc. (doing business as Alongside). She is also a board observer at Tacita Inc. (doing business as Bright Canary) and Maximal Learning. Prior to her tenure at Trilogy Equity Partners, Ms. McCullough spent four years as an equity research analyst for JPMorgan Chase and was a member of the team that covered the small and mid-cap applied technologies sector for the firm. Ms. McCullough began her career on the treasury operations team within the portfolio management group at Microsoft Corporation and has experience working in both corporate treasury and financial analysis roles. She is a member of the Board of Trustees of Epiphany School, an independent elementary school in Seattle. Ms. McCullough received her Bachelor of Arts in Business Administration with a focus in Finance from the University of Washington. We believe Ms. McCullough is qualified to serve as a member of the Board due to her significant financial services and investing experience with technology companies and her broad leadership experience. Lior Susan served on the board of directors of Old Owlet from July 2015 to July 2021 and has been the Chairman of the Board since July 2021. Mr. Susan is the founder and Managing Partner of Eclipse Ventures, LLC, a venture capital firm. He also currently serves on the boards of several privately held companies, including Cerebras Systems, Inc., Bright Machines, Inc., Flex Logix, Inc., Augury, Inc., DataPelago, Inc., Metrolink, Inc., Cybertoka Ltd., Dutch Pet, Inc., Skyryse, Inc., Senser Ltd, and InsidePacket, Ltd. Prior to founding Eclipse Ventures in 2015, Mr. Susan founded and managed the hardware investment and incubation platform of Flex Ltd., a multinational electronics contract manufacturer, where he gained knowledge of and experience with scaling manufacturing operations for medical device companies. Before relocating to the United States from Israel, Mr. Susan was an entrepreneur and former member of a special forces unit within the Israel Defense Forces. We believe Mr. Susan is qualified to serve as a member of the Board due to his significant experience investing in and working with technology companies, including as a board member. The Board of Directors unanimously recommends a vote FOR the election of each of Mr. Burke, Mr. Kim and Ms. Gonzales as a Class I director to the Board to hold office until the 2028 Annual Meeting and until their respective successors have been duly elected and qualified.
Reasons for the Proposed Plan Amendment
| • | We believe that our future success as a company depends on our continued ability to attract, recruit, motivate and retain high-quality talent. We view being able to continue to provide equity-based incentives as critical to achieving this success as we compete for talent in an industry in which equity compensation is market practice and is expected by existing personnel and prospective candidates. We intend our equity awards to motivate high performance levels and to align the interests of our employees, non-employee directors and consultants with those of our stockholders by giving such individuals an equity stake in our Company and by providing a means of recognizing such individuals’ contributions to our success. The Board and management believe equity awards are necessary to remain competitive in our industry and are essential in a competitive labor market and industry to attracting, recruiting, motivating and retaining the highly qualified employees and other service providers who help us meet our goals. |
Reasons for the Proposed Plan Amendment
| • | Providing long-term incentive compensation opportunities in the form of equity awards aligns the interests of the Company’s employees, directors and consultants with the long-term interests of our stockholders, linking compensation to Company performance. The use of equity awards as compensation also allows the Company to conserve cash resources for other important purposes. |
Reasons for the Proposed Plan Amendment
| • | Over the past year, generally, we have reduced the size of equity grants in order to conserve shares available for issuance under the 2021 Plan while shortening vesting periods to as little as one year to maintain the competitiveness of our equity program. The Amended Plan will permit us to grant equity awards sized consistently with the competitive market that vest over a longer period of time to better retain our employees and other service providers. |
General
| • | The Amended Plan provides for the grant of stock options, both incentive stock options (“ISOs”) and nonqualified stock options (“NSOs”), stock appreciation rights (“SARs”), restricted stock awards, RSUs, performance bonus awards, dividend equivalents and other stock or cash based awards to eligible individuals. |
Awards
Awards The Amended Plan provides for the grant of ISOs, NSOs, SARs, restricted stock, RSUs, dividend equivalents, performance bonus awards and other stock or cash based awards. Each award will be set forth in an agreement with the person receiving the award and will set forth the type, terms and conditions of the award, including exercise price, vesting schedule and treatment of awards upon termination of employment, if applicable. Vesting provisions may require that certain conditions be met, such as continued employment or specified performance goals before an awardee may receive the shares underlying an award or before such shares become freely tradeable and nonforfeitable. Stock Options. Stock options, including ISOs and NSOs may be granted pursuant to the Amended Plan. The per share exercise price of all stock options granted pursuant to the Amended Plan will not be less than 100% of the fair market value of a share of Common Stock on the date of grant, or in the case of ISOs granted to an individual who owns (or is deemed to own) at least 10% of the total combined voting power of all classes of our capital stock, 110% of the fair market value of a share on the date of grant. Stock options may be exercised as determined by the administrator, but in no event more than ten years after their date of grant, or in the case of ISOs granted to an individual who owns (or is deemed to own) at least 10% of the total combined voting power of all class of our capital stock, five years. The aggregate fair market value of the shares with respect to which ISOs are exercisable for the first time by an employee in any calendar year may not exceed $100,000, or such other amount as the Internal Revenue Code of 1986, as amended (the “Code”), provides, with the portion of any option in excess of such limit automatically deemed an NSO. Restricted Stock. RSAs may be granted pursuant to the Amended Plan. An RSA is the grant of shares of Common Stock that is nontransferable and may be subject to substantial risk of forfeiture until specific conditions are met. Conditions may be based on continuing employment or service or achieving performance goals. During the period of restriction, participants holding shares of restricted stock have full voting and dividend rights with respect to such shares. The restrictions will lapse in accordance with a schedule or other conditions determined by the administrator. Dividends that otherwise would be paid prior to vesting are held by the Company and will be paid to the participants only to the extent that the vesting conditions are met. SARs. SARs may be granted pursuant to the Amended Plan, either alone or in tandem with other awards. A SAR is the right to receive payment of an amount equal to the excess of the fair market value of a share of Common Stock on the date of exercise of the SAR over the fair market value of a share of Common Stock on the date of grant of the SAR. SARs may be paid in cash or stock. SARs may be exercised as determined by the administrator, but in no event more than 10 years after their date of grant. RSUs. RSUs represent the right to receive shares of Common Stock at a specified date in the future, subject to forfeiture of such right. If the RSUs have not been forfeited, then on the date specified in the agreement evidencing the RSU award we will deliver to the holder of the RSUs unrestricted shares of Common Stock which will be freely transferable. Dividend Equivalents / Dividends. Dividend equivalents represent the value of the dividends per share of Common Stock paid by the Company, calculated with reference to the number of shares covered by an Award (other than an option or SAR) held by the participant. Dividend Equivalents will not be granted on options or SARs. Performance Bonus Awards. Each performance bonus award constitutes the right to receive a bonus denominated in the form of cash (but may be payable in cash, stock or a combination thereof) and is payable upon the attainment of performance goals that are established by the administrator and relate to one or more of performance or other specific criteria, including service to us or our subsidiaries, in each case on a specified date or dates or over any period or periods determined by the administrator. Other Stock or Cash Based Awards. Other stock or cash-based awards are awards of cash, fully vested shares of Common Stock and other awards valued wholly or partially by referring to, or otherwise based on, the Common Stock. Other stock or cash-based awards may be granted to participants and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards. The administrator will determine the terms and conditions of other stock or cash-based awards, which may include vesting conditions based on continued service, performance and/or other conditions. Limits for Non-Employee Directors. Under the Amended Plan, the maximum grant date fair value of equity-based awards and cash payable pursuant to cash-based awards granted to a non-employee director under the Amended Plan during any calendar year shall not exceed $1,000,000. Prohibition on Loans for Award Payments. Directors or executive officers of the Company are not permitted to make payment with respect to any awards granted under the Amended Plan with loans from the Company.
New Plan Benefits
| (1) Our Non-Employee Director Compensation Program provides that each non-employee director as of immediately following an annual meeting of stockholders will automatically be granted a number of RSUs determined by dividing $150,000 by the 30 trading day average closing trading price of the Common Stock, which will be granted on the date of the annual meeting and vest on the earlier of the first anniversary of the grant date or the date of the next annual meeting of our stockholders, subject to continuous service to us until such vesting date. |
Awards Granted Under the Amended Plan
Awards Granted Under the Amended Plan The following table shows the number of shares of Common Stock underlying options and RSUs granted under the Amended Plan through August 15, 2025 and the value of RSUs to be received in the future, to the extent determinable, by certain individuals and certain groups of individuals.
Awards Granted Under the Amended Plan
| Name and Position | Stock Options (#) | RSAs and RSUs (#) | RSUs ($)(1) | | Kurt Workman, Chief Executive Officer | — | 212,047 | — | | Amanda T. Crawford, Chief Financial Officer | — | 82,248 | — | | Jonathan Harris, President | — | 183,144 | — | | All current executive officers as a group | — | 477,439 | — | | All current non-executive officer directors as a group | — | — | — | | All nominees for election as a director | — | — | — | | Associate of any such directors, executive officers or nominees | — | — | — | | Other persons who received or is to receive 5% of such options or rights | — | — | — | | All non-executive officer employees as a group | 343,867 | 939,445 | — |
Awards Granted Under the Amended Plan
| (1) Our Non-Employee Director Compensation Program provides that each non-employee director as of immediately following an annual meeting of stockholders will automatically be granted a number of RSUs determined by dividing $150,000 by the 30 trading day average closing trading price of the Common Stock, which will be granted on the date of the annual meeting and vest on the earlier of the first anniversary of the grant date or the date of the next annual meeting of our stockholders, subject to continuous service to us until such vesting date. |
Equity Compensation Plan Information
Equity Compensation Plan Information See the section of this Proxy Statement titled “Equity Compensation Plan Information” for additional information regarding the Amended Plan.
Interests of Directors and Executive Officers
Interests of Directors and Executive Officers Our directors and executive officers (including our named executive officers) have substantial interests in the matters set forth in the Plan Amendment Proposal since equity awards may be granted to them in the future under the Amended Plan. The Board of Directors unanimously recommends a vote FOR the amendment of the 2021 Plan to increase the number of shares of Common Stock reserved for issuance under the 2021 Plan by 375,000 shares.
Effect of Approval
Effect of Approval If Proposal 5 is approved and the Exchanges are consummated, the Warrants held by the Holders will be exchanged for an aggregate of 5,426,429 shares of Common Stock, and the Holders will thereafter have no rights with respect to the Warrants. The shares of Common Stock that would be issued to the Holders upon consummation of the Exchanges will have the same rights and privileges as all other shares of Common Stock, and will be transferable subject to applicable securities laws, the lockup restriction described above and, for applicable Holders, compliance with our insider trading compliance policy and other corporate policies. Pursuant to our second amended and restated certificate of incorporation, holders of shares of Common Stock are entitled to one vote for each share held by such holder. Subject to the rights of holders of any series of outstanding preferred stock (including our Series A Preferred Stock and Series B Preferred Stock), holders of shares of Common Stock have equal rights of participation in the dividends and other distributions in cash, stock or property of the Company when, as and if declared thereon by the Board from time to time out of assets or funds legally available therefor and have equal rights to receive the assets and funds of the Company available for distribution to stockholders in the event of any liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary. The Exchanges will have no effect on the Company’s outstanding shares of Series A Preferred Stock or Series B Preferred Stock. The following table provides certain information regarding ownership of our capital stock and the Warrants as of August 15, 2025, including ownership by the Related Holders, without giving effect to the transactions contemplated by the Exchange Agreement. Amounts reflected in the columns under “Class A Common Stock” and “Voting Power” do not include any shares that could be acquired upon conversion of outstanding shares of Preferred Stock, exercise of the Warrants, or exercise or vesting of any outstanding equity awards. Please note that the following table has not been prepared to align with SEC rules relating to beneficial ownership and instead is intended primarily to reflect voting power without giving effect to the transactions contemplated by the Exchange Agreement.
Effect of Approval
The following table provides certain information regarding ownership of our capital stock and the Warrants as of August 15, 2025 after giving effect to the transactions contemplated by the Exchange Agreement. After giving effect to all such issuances as if they had occurred on August 15, 2025 we would have had 22,479,249 shares of Common Stock outstanding, 11,479 shares of Series A Preferred Stock outstanding, and 9,250 shares of Class B Preferred Stock outstanding. Amounts reflected in the columns under “Class A Common Stock” and “Voting Power” do not include any shares that could be acquired upon conversion of outstanding shares of Preferred Stock, exercise of the Warrants, or exercise or vesting of any outstanding equity awards. Please note that the following table has not been prepared to align with SEC rules relating to beneficial ownership and instead is intended primarily to reflect voting power after giving effect to the transactions contemplated by the Exchange Agreement.
Compensation Committee
| • | Reviewing and approving employment and severance agreements or arrangements for our executive officers; |
Compensation Committee
| • | Reviewing and making recommendations to the Board regarding director compensation; |
Compensation Committee
| • | Appointing and overseeing any compensation consultants; |
Compensation Consultants
Compensation Consultants The Compensation Committee has the authority under its charter to retain outside consultants or advisors, as it deems necessary or advisable. In accordance with this authority, the Compensation Committee engaged Korn Ferry during 2024 to serve as its independent outside compensation consultant. Korn Ferry reports directly to the Compensation Committee and does not provide any services to Owlet other than the services provided to or at the request of our Compensation Committee. During 2024, as requested by the Compensation Committee, Korn Ferry assisted the Compensation Committee in assessing benchmarking data with respect to our executive officers’ overall individual compensation, as well with respect to the design of our executive compensation program and determination of the compensation levels and awards thereunder, including bonus and retention award structures and targets. Korn Ferry also provided information regarding current trends and developments in executive compensation, equity-based awards and severance arrangements based on a holistic survey of size- and industry-relevant companies. All executive compensation services provided by Korn Ferry during 2024 were conducted under the direction or authority of the Compensation Committee, and all work performed by Korn Ferry was approved by the Compensation Committee. Neither Korn Ferry nor any of its affiliates maintains any other direct or indirect business relationships with us or any of our subsidiaries. The Compensation Committee evaluated the independence of Korn Ferry pursuant to applicable SEC and NYSE rules and concluded that no conflict of interest exists that would prevent Korn Ferry from serving as an independence compensation consultant to the Compensation Committee.
Equity Grant Practices
Equity Grant Practices Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee has historically granted such awards on a predetermined annual schedule. The grant dates of these equity awards are generally selected so as not to be within a short period of time, as described in the SEC’s Staff Accounting Bulletin 120 (“SAB 120”), prior to the release of material nonpublic information (“MNPI”) such as on Forms 8-K, 10-Q, or 10-K. Grants of equity awards may occur at other times during the year due to business needs, such as for newly hired employees or officers or newly appointed directors. The Board and Compensation Committee do not anticipate the timing of disclosure of MNPI when determining the timing and terms of such awards, and we do not time the release of MNPI for the purpose of affecting the value of executive compensation. During fiscal year 2024, we did not grant stock options, stock appreciation rights, or similar option-like instruments to our named executive officers in the period beginning four business days prior to the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses MNPI and ending one business day thereafter.
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION This section discusses the material components of the executive compensation program for our 2024 named executive officers. Our named executive officers for 2024 are:
EXECUTIVE AND DIRECTOR COMPENSATION
| • | Kurt Workman, our Chief Executive Officer; |
EXECUTIVE AND DIRECTOR COMPENSATION
| • | Jonathan Harris, our President; and |
EXECUTIVE AND DIRECTOR COMPENSATION
| • | Amanda Crawford, our Chief Financial Officer; |
EXECUTIVE AND DIRECTOR COMPENSATION
Ms. Crawford was promoted to Chief Financial Officer effective July 9, 2024. As an “emerging growth company,” as defined in the Jumpstart Our Business Startups (JOBS) Act, as amended, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies.
2024 Summary Compensation Table
2024 Summary Compensation Table The following table sets forth information concerning the compensation of our named executive officers for the years ended December 31, 2024 and 2023.
2024 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Nonequity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | Kurt Workman Chief Executive Officer | 2024 | 375,000 | 384,923 | 225,000 | 2,150 | 987,073 | | | 2023 | 266,827 | — | | 2,300 | 269,127 | | Jonathan Harris President | 2024 | 375,000 | 880,697(3) | 187,500 | — | 1,443,197 | | | 2023 | 150,000 | 627,765 | — | 250 | 778,015 | | Amanda Crawford(4) Chief Financial Officer | 2024 | 273,856 | 306,540(5) | 105,000 | 2,150 | 687,547 |
2024 Summary Compensation Table
| (1) Amounts shown represent the aggregate grant date fair value and, in the case of modified awards, incremental fair value, of RSU and restricted stock awards, in each case, as computed in accordance with FASB ASC Topic 718. See Note 10 (Share-Based Compensation) to the Company’s consolidated financial statements included in the Form 10-K for the assumptions used in determining these values. |
2024 Summary Compensation Table
| (2) For 2024, amounts represent, for each of Mr. Workman and Ms. Crawford, $2,150 in Company-paid contributions to a healthcare savings account. |
2024 Summary Compensation Table
| (3) In 2024, Mr. Harris agreed to cancel previously-granted RSUs in exchange for a greater number of time-based Restricted Stock Awards. As a result of this modification, the incremental fair value of the awards, computed in accordance with FASB ASC Topic 718, is included in the amount reported in the Stock Awards column for 2024. |
2024 Summary Compensation Table
| (4) Ms. Crawford was promoted to Chief Financial Officer effective July 9, 2024. |
2024 Summary Compensation Table
| (5) In 2024, Ms. Crawford agreed to cancel previously-granted RSUs in exchange for a greater number of time-based Restricted Stock Awards. The amount reported in the Stock Awards column for 2024 includes the incremental fair value recognized in connection with the 2024 modification, pursuant to which the RSUs were voluntarily cancelled. |
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End The following table summarizes the outstanding equity awards held by our named executive officers as of December 31, 2024. The number of shares and exercise prices of the equity awards have been adjusted to reflect the 1 for 14 reverse stock split we completed on July 7, 2023.
Outstanding Equity Awards at 2024 Fiscal Year-End
| | Option Awards | | | | | | Stock Awards | | | | | Name | Vesting Start Date | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Kurt Workman | 9/25/2024 | 9/25/2024 | | | | | 88,692(2) | 394,679 | | | | | 3/15/2022 | 3/15/2022 | | | | | 17,621(3) | 78,413 | | | | | 3/15/2022 | 3/15/2022 | | | | | | | 56,391(4) | 250,940 | | | 12/1/2020 | 1/24/2021 | 23,730(5) | 515 | 99.82 | 1/23/2031 | | | | | | | 4/19/2016 | 4/19/2016 | 540 | — | 1.68 | 4/18/2026 | | | | | | Jonathan Harris | 9/25/2024 | 9/25/2024 | | | | | 88,692(6) | 394,679 | | | | | 8/15/2024 | 8/15/2024 | | | | | 50,343(7) | 224,026 | | | | | 1/15/2024 | 1/15/2024 | | | | | 74,488(8) | 331,742 | | | | | 8/15/2023 | 7/25/2023 | | | | | 80,092(8) | 356,409 | | | | Amanda Crawford | 9/25/2024 | 9/25/2024 | | | | | 66,519(9) | 296,010 | | | | | 4/15/2022 | 4/15/2022 | | | | | 2,956(10) | 13,254 | | |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (1) Amounts are calculated by multiplying the number of RSUs or PRSUs in the table by $4.45, which was the per share closing price of the Common Stock on December 31, 2024. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (2) The RSUs vest as to 100% of the underlying shares on April 15, 2026, subject to Mr. Workman’s continued service with the Company. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (3) The RSUs vest as to 25% of the underlying shares on the first anniversary of the vesting start date, and as to 1/16th of the underlying shares each quarter thereafter, subject to Mr. Workman’s continued service with the Company. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (4) The PRSUs vest as to 25% of the underlying shares following certification of achievement of the following cumulative net revenue targets during the performance period beginning January 1, 2022 and ending December 31, 2025, subject to Mr. Workman’s continued service with the Company: $150 million, $300 million, $450 million, and $600 million. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (5) The option vests and becomes exercisable as to 1/48th of the underlying shares on each monthly anniversary of the vesting start date, subject to Mr. Workman’s continued service with the Company. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (6) The RSUs vest as to 100% of the underlying shares on April 8, 2026, subject to Mr. Harris’s continued service with the Company. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (7) The RSAs vested fully on January 3, 2025. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (8) The RSUs vest as to 25% of the underlying shares on the first anniversary of the date of grant, and in equal installments on a quarterly basis thereafter through the third anniversary of the date of grant, subject to Mr. Harris’s continued service with the Company. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (9) The RSUs vest as to 100% of the underlying shares on March 25, 2026, subject to Ms. Crawford’s continued service with the Company. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (10) The RSUs vested as to 25% of the underlying shares on the first anniversary of the date of grant, and in equal installments on a quarterly basis thereafter through the third anniversary of the date of grant. |
Director Compensation
Director Compensation In July 2023, the Board approved a non-employee director compensation program formalizing compensation for our non-employee directors who are unaffiliated with our institutional investors. The program provides eligible directors an annual cash retainer of $50,000 for serving on the Board, and an additional annual cash retainer of $32,500 for serving as the chairperson of the Audit Committee. Our directors may elect to receive their fees in cash, in RSUs, or in a combination of cash and RSUs. RSUs received pursuant to this election are granted on the fifth business day following the end of the applicable calendar quarter, and are fully-vested on the date of grant. In addition to the above fees, directors are also reimbursed for their out-of-pocket expenses in attending in-person meetings. The non-employee director compensation program also provides for an annual award of RSUs, calculated by dividing $150,000 by the 30 trading day average closing price of a share of Common Stock as of the date of such annual meeting of the Company’s stockholders, rounded down to the nearest whole number. Such RSU awards are granted to continuing non-employee directors following each annual meeting of our stockholders, and vest immediately prior to the next annual meeting of the Company’s stockholders, subject to continued service of the director. However, in 2024, an exception was made to the director compensation program and the RSUs granted following our 2024 annual meeting of stockholders vested immediately. Mr. Workman did not receive any additional compensation for his service as a director, and his compensation as an executive officer of the Company is set forth in the Summary Compensation Table above. The following table sets forth information concerning the compensation of our non-employee directors for the year ended December 31, 2024.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Lior Susan | — | — | — | | Zane M. Burke | 50,000 | 160,222 | 210,022 | | Laura J. Durr | 82,500 | 160,222 | 242,522 | | Melissa A. Gonzales | 50,000 | 160,222 | 210,022 | | John C. Kim | 50,000 | 160,222 | 210,022 | | Amy N. McCullough | — | — | — | | Marc F. Stoll(2) | 12,500 | — | 12,500 |
Director Compensation
| (1) The amounts shown in this column relate to annual RSU grants made to each non-employee director in 2024 as |
Director Compensation
further described below under the heading “Director Compensation.” These amounts reflect the 2024 annual RSU award, which was granted in August 2024 and are based upon the grant date fair value of awards calculated in accordance with FASB ASC Topic 718. See Note 10 (Share-Based Compensation) to the Company’s consolidated financial statements included in the Form 10-K for the assumptions used in determining these values. As of December 31, 2024, none of our non-employee directors held stock options or unvested stock awards.
Director Compensation
| (2) Mr. Stoll became eligible to participate in the director compensation program on October 1, 2024 but did not receive an initial award of RSUs in connection with such eligibility. |