DEF 14A of Soundthinking, Inc.
Filed Apr 22, 2026 · FY20250001193125-26-170312
PROPOSAL 1 ELECTION OF DIRECTORS
PROPOSAL 1 ELECTION OF DIRECTORS Under our amended and restated certificate of incorporation, the Board is divided into three classes, with only one class of directors being elected in each year and each class, Class I, Class II and Class III, serving a three-year term. Each director serves until the expiration of the term for which such director was elected or appointed, or until such director’s earlier death, resignation or removal. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. Our directors are currently divided among the three classes as follows:
PROPOSAL 1 ELECTION OF DIRECTORS
| • | Class I, which consists of William J. Bratton and Deborah A. Grant, whose terms will expire at the 2027 annual meeting of stockholders; |
PROPOSAL 1 ELECTION OF DIRECTORS
| • | Class II, which consists of Roberta Jacobson and Burton Goldfield, whose terms will expire at the 2028 annual meeting of stockholders; and |
PROPOSAL 1 ELECTION OF DIRECTORS
| • | Class III, which consists of Ralph A. Clark, Marc Morial and Ruby Sharma, whose terms will expire at the Annual Meeting. |
PROPOSAL 1 ELECTION OF DIRECTORS
Our Board currently consists of seven members, three of whom are in the class whose term of office expires at the upcoming Annual Meeting. We expect that any additional directorships resulting from any future increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one third of the directors. The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has considered and nominated Messrs. Clark and Morial and Ms. Sharma to serve as Class III directors. Each of the nominees is currently a director of the Company who was previously elected by the stockholders. Our management has no reason to believe that any nominee will be unavailable or, if elected, will decline to serve. If elected at the Annual Meeting, each of these nominees would serve until the 2029 annual meeting of stockholders and until her or his successor has been duly elected, or if sooner, until the director’s death, resignation or removal. In the event that any of these nominees should become unavailable for election due to any presently unforeseen reason or should for good cause decline to serve, proxies may be voted for a substitute as designated by the Board, or alternatively, the Board may leave a vacancy on the Board or reduce the size of the Board.
Our Board of Directors
Our Board of Directors The following table sets forth, for the Class III nominees (Messrs. Clark and Morial, and Ms. Sharma) and our other directors who will continue in office after the Annual Meeting, their ages and position/office held with us as of the date of this Proxy Statement:
Our Board of Directors
| Name | Age | Position/Office Held With SoundThinking | | Class I directors, whose terms will expire at the 2027 annual meeting of stockholders | | | | William J. Bratton (3) | 78 | Director | | Deborah A. Grant (2)(3) | 64 | Director | | Class II directors, whose terms will expire at the 2028 annual meeting of stockholders | | | | Roberta Jacobson (2)(3) | 66 | Director | | Burton Goldfield (1)(3) | 70 | Director | | Class III directors, whose terms will expire at the Annual Meeting | | | | Ralph A. Clark | 67 | President and Chief Executive Officer | | Marc Morial (1)(2) | 68 | Director | | Ruby Sharma (1) | 59 | Director |
Our Board of Directors
| (1) Member of the Audit Committee. |
Our Board of Directors
| (2) Member of the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”). |
Our Board of Directors
| (3) Member of the Compensation and Human Capital Committee of the Board (the “Compensation and Human Capital Committee”). |
Our Board of Directors
The biographies of each of our nominees for election to the Board as Class III directors, and all other directors are set forth below, including the offices held, other business directorships and the class and term of each director nominee and director. Each of the biographies highlights specific experience, qualifications, attributes and skills that led us to conclude that such person should serve as a director. We believe that, as a whole, our Board possesses the requisite skills and characteristics, leadership traits, work ethic and independence to provide effective oversight. No director or executive officer is related by blood, marriage, or adoption to any other director or executive officer. No arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee.
Class III Director Nominees for Election at the Annual Meeting
Class III Director Nominees for Election at the Annual Meeting Ralph A. Clark has served as our President and Chief Executive Officer and as a member of our Board since August 2010. From September 2005 until July 2010, Mr. Clark served as Chief Executive Officer of GuardianEdge Technologies, Inc., an endpoint data security firm. Prior to that, Mr. Clark served as Vice President, Finance of Adaptec, Inc. following Adaptec’s acquisition of Snap Appliances, Inc., where he had been Chief Financial Officer. Mr. Clark has served as a member of the board of directors of Trinet Group, Inc. (NYSE: TNET), a provider of comprehensive human resources for small and medium-size businesses, since March 2021. Mr. Clark also has held various positions at start-up companies, served in executive sales and marketing roles at IBM and worked as an investment banker at Goldman Sachs and Merrill Lynch. Mr. Clark holds a B.S. in economics from the University of the Pacific and an M.B.A. from Harvard Business School. Our Board believes that Mr. Clark’s significant business experience from both inside and outside our industry and his role as our Chief Executive Officer qualify him to serve on our Board. Marc Morial has served as a member of our Board since September 2015. Since 2003, Mr. Morial also has served as the President and Chief Executive Officer of the National Urban League, a civil rights organization dedicated to economic empowerment in order to elevate the standard of living in historically underserved urban communities. From 1994 to 2002, Mr. Morial served as the Mayor of New Orleans, Louisiana. Prior to serving as Mayor of New Orleans, Mr. Morial held various other positions in public office and nonprofit management. Mr. Morial has served as a member of the board of directors of Robert Half International Inc. (NYSE: RHI), an international human resource consulting firm, since March 2016. Mr. Morial has a B.A. in economics from the University of Pennsylvania and a J.D. from Georgetown University. Our Board believes that Mr. Morial’s experience in serving underserved urban communities, local governments and community organizations qualifies him to serve on our Board. Ruby Sharma has served as a member of our Board since December 2021. From September 2018 to December 2022, she has served as Managing Partner of RNB Strategic Advisors, a strategic advisory firm. From 2004 to 2017, Ms. Sharma served as Senior Partner and from 2002 to 2004 as Senior Manager at Ernst & Young LLP. From 1999 to 2002, Ms. Sharma served as Senior Manager at Arthur Andersen LLP. From 1996 to 1998, Ms. Sharma served as Senior Manager at Grant Thornton GmbH. Ms. Sharma has served as a member of the board of directors of ATI Inc. (NYSE: ATI), a specialty materials company, since March 2023. Ms. Sharma has served as a member of the board of directors of Southwest Gas Holdings Inc. (NYSE: SWX), an energy company, since August 2022. She previously served as a member of the board of directors of BowFlex Inc. (formerly Nautilus, Inc.), a fitness equipment company, from May 2022 until August 2024. She previously served as a member of the board of directors of Aspira Women’s Health Inc., a biotechnology company, from April 2022 until April 2023. Ms. Sharma holds a B.A. in Economics from Delhi University. Ms. Sharma is a Fellow Chartered Accountant of the Institute of Chartered Accountants in England and Wales and completed an Executive Program at Northwestern University Kellogg School of Management. Our Board believes that Ms. Sharma’s significant experience in accounting and auditing matters qualifies her to serve on our Board.
THE BOARD OF DIRECTORS RECOMMENDS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH NAMED NOMINEE.
Class I Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders
Class I Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders William J. Bratton has served as a member of our Board since November 2017 and previously served as a member of our Board from April 2013 until December 2013. Since September 2016, Mr. Bratton has served as Senior Managing Director of Teneo Holdings, a global CEO advisory firm, and as Executive Chairman of its Teneo Risk division. From January 2014 until September 2016, Mr. Bratton served a second term as Commissioner of the New York City Police Department (“NYPD”), by appointment. From November 2012 to December 2013, Mr. Bratton served as Chief Executive Officer of the Bratton Group LLC, a New York City-based public safety and law enforcement consulting firm, which has consulted extensively in the United States and Latin America on policing, public safety and rule-of-law initiatives. From September 2010 to November 2012, Mr. Bratton served as Chairman of Kroll Advisory Solutions (“Kroll”), a global security solutions and specialized law enforcement company, the successor to Altegrity Risk International where he served as Chairman from November 2009 to November 2012. From October 2002 to October 2009, Mr. Bratton served as Chief of the Los Angeles Police Department (“LAPD”). From 1996 until his appointment as LAPD Chief, Mr. Bratton worked in the private sector, including as Senior Consultant to Kroll’s Public Services Safety Group and Crisis and Consulting Management Group. From 1994 to 1996, Mr. Bratton served his first term as Commissioner of the NYPD by appointment. Mr. Bratton has also served as head of a number of other police agencies including commissioner of the Boston Police Department, Chief of Police of the New York City Transit Police Department, Superintendent of the Massachusetts Metropolitan District Commission of Police and Chief of Police for the Massachusetts Bay Transportation Authority. Until January 2025, Mr. Bratton was the Vice Chairman of the Homeland Security Advisory Council and served as a director of Mission Ready Solutions, Inc., a provider of government contracting solutions, until 2023. He holds a bachelor’s degree in law enforcement from Boston State College/University of Massachusetts and is a graduate of the FBI National Executive Institute and the Senior Executive Fellows Program at Harvard’s John F. Kennedy School of Government. Our Board believes that Mr. Bratton’s significant experience in law enforcement both in the United States and abroad and his insight in criminal justice system operations qualify him to serve on our Board. Deborah A. Grant has served as a member of our Board since 2021. Ms. Grant is the President and CEO of Corporate Playbook Consulting, LLC, which she founded in 2017 and provides strategic leadership development. From October 2013 to February 2017, Ms. Grant served as President of the General Electric (GE) Foundation, and from September 2006 to February 2017, she served as a corporate officer at GE, the company where she worked in a variety of roles over 30 years. Ms. Grant also created and curates Dining with Deb, an innovative dining experience that brings professional women across racial, religious, and political lines to drive meaningful connections. Ms. Grant holds a B.A. in sociology from Louisiana State University and an M.P.A. from Southern University in Baton Rouge, Louisiana. Our Board believes that Ms. Grant’s experience in senior executive leadership and human capital management qualifies her to serve on our Board.
Class II Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders
Class II Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders Ambassador Roberta Jacobson has served as a member of our board since July 2021. Ambassador Jacobson is currently a founding partner of Dinámica Americas, a strategic consulting firm, and has been with the firm since September 2023. From January 2021 to April 2021, Ambassador Jacobson served a 100-day term as the National Security Council’s coordinator for the southern border of the United States. From November 2020 to January 2021, Ambassador Jacobson served as a volunteer Agency Review Team member for the Biden Administration presidential transition team to directly support transition efforts related to the U.S. Department of State. From May 2016 to May 2018, Ambassador Jacobson served as U.S. ambassador to Mexico. From 2012 to May 2016, Ambassador Jacobson served as the State Department’s assistant secretary for Western Hemisphere affairs. Ambassador Jacobson has served as a member of the board of directors of Liberty Latin America Ltd., a telecommunications company, since May 2021. Ambassador Jacobson holds a B.A. from Brown University and a Master of Arts degree in Law and Diplomacy from Tufts University Fletcher School of Law and Diplomacy. She taught at the University of Chicago’s Institute of Politics as a Pritzker Fellow in 2018 and was a senior advisor on the Western Hemisphere at Denton’s Global Advisors/Albright Stonebridge Group from November 2018 to September 2023. Our Board believes Ambassador Jacobson is qualified to serve on our Board based on her experience in international business and diplomatic affairs. Burton Goldfield has served as a member of our board since April 2025. Prior to joining our board, Mr. Goldfield served as Chief Executive Officer and President of TriNet Group, Inc. from May 2008 to February 2024. Prior to joining TriNet, Mr. Goldfield was Chief Executive Officer at Ketera Technologies, a SaaS provider to Fortune 2000 companies. Before that, Mr. Goldfield served as Senior Vice President, Worldwide Field Operations at Hyperion Solutions Corporation, a software company, and Vice President of Worldwide Sales for IBM Corporation’s multinational information technology company, Rational Software division. Mr. Goldfield has served as a member of the board of directors of Life Labs since May 2024 and of Healthee since December 2024. Mr. Goldfield previously served on the board of directors of TriNet from May 2009 until February 2024. Mr. Goldfield holds a B.S. in Biomedical Engineering from Syracuse University and a M.B.A. from Villanova University. Our Board believes that Mr. Goldfield is qualified to serve on our Board based on his operational and strategic expertise from his previous executive positions with other large companies, as well as his past experience as a director of another public company.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Compensation and Human Capital Committee
| • | reviewing and recommending to our Board the compensation of our directors; |
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION
Key Executive Compensation Design Principles
| What We Do | What We Don’t Do | | Pay for performance – structure a substantial portion of pay to be “at risk” and based on Company performance. | No tax gross-ups. | | Bonuses are dependent on a short-term incentive plan that uses (i) financial goals tied to metrics comprising revenue, Adjusted EBITDA margin and revenue attrition from existing clients that are aligned with our growth and profitability; (ii) strategic goals tied to our achievement of “Great Places to Work” certification and a Net Promoter Score for our flagship ShotSpotter gunshot detection product offering, reflecting our commitment to outstanding customer success and satisfaction, and aligned with our commitment to our people, customers and operations; and (iii) a clear weighting structure and threshold, target and maximum payout levels for achievement of each of our financial and strategic goals. | No fringe benefits or perquisites that are not available to all employees. | | Retain independent compensation consultant for guidance in making compensation decisions. The compensation consultant advises our Compensation and Human Capital Committee on market practices, including identifying a peer group of companies and their compensation practices, so that our Compensation and Human Capital Committee can regularly assess our individual and total compensation programs against these peer companies, the general marketplace and other industry data points. | No hedging or pledging of Company stock. | | Annual review of compensation – the Compensation and Human Capital Committee with the assistance of its independent consultant reviews the Company’s executive program annually, considering best practices. | No guaranteed bonus or base salary increases. | | Equity awards granted to our executive officers are a combination of time-vesting RSUs and “at-risk” PSUs, based on revenue and Adjusted EBITDA performance goals, which will vest over multi-year periods, consistent with current market practice and our retention objectives. | | | Our Compensation and Human Capital Committee selects our peers based on quantitative and qualitative criteria, including industry, revenue and market capitalization. | | | Our Board adopted Stock Ownership Guidelines that require minimum ownership of our common stock by our non-employee directors and executive officers. | | | Our Board adopted a clawback policy consistent with Nasdaq rules requiring repayment of incentive compensation as a result of financial restatement. | |
Compensation Program Objectives and Elements
We do not have any formal policies for allocating compensation among cash and equity-based compensation, but our general practice is to weigh more heavily towards equity-based compensation than total cash compensation provided to our executives, when viewed over a multiple-year period. In any particular year, the ratio of awarded equity-based compensation to total compensation may vary because the Compensation and Human Capital Committee considers various factors in awarding equity including the amount of unvested equity remaining for each individual executive, the potential compensation that would be realized by the executives for their equity after modeling different potential future stock prices and vesting of their unvested awards, and the dilutive impact to our stockholders of granting new equity awards to our executives. We are strongly committed to a pay-for-performance culture which includes using cash incentives to reward in-year execution as well as long-term incentives that increase in value as the stock price improves. We also provide the opportunity for our named executive officers to enroll in benefits that are available to all our employees, including retirement benefits under the Company’s 401(k) plan and participation in employee health and welfare benefit plans.
Role of Compensation Consultant
Role of Compensation Consultant The Compensation and Human Capital Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. In 2025, we retained Aon to conduct market research and analysis to assist the Compensation and Human Capital Committee in developing appropriate compensation and incentives for our executive officers and non-employee directors for 2025, to advise the Compensation and Human Capital Committee, to provide ongoing recommendations regarding material executive officer and non-employee director compensation decisions, to review compensation proposals from management, and ensure that our compensation programs remain competitive in attracting and retaining talented executives. Aon reports directly to the Compensation and Human Capital Committee, which maintains the authority to direct its work and engagement. Aon interacts with management to gain access to company information that is required to perform its services and to understand the culture and policies of our organization. Prior to engaging Aon, our Compensation and Human Capital Committee considered the independence factors set forth in Nasdaq listing standards. Aon’s engagement with respect to 2025 executive compensation decisions included conducting a review of the design and competitive positioning of our compensation programs for our Chief Executive Officer, other executive officers and non-employee directors in preparation for making compensation decisions for 2025, reviewing our aggregate long-term incentive practices, and updating its prior compensation study regarding equity grant practices. As part of the in-depth review for 2025 compensation, Aon provided the Compensation and Human Capital Committee with the following services, which the Compensation and Human Capital Committee used to make decisions related to compensation for 2025:
Role of Compensation Consultant
| • | reviewed and provided an analysis of the compensation arrangements for all our NEOs, including the design and structure of our annual cash incentive bonus plan and equity-based incentive compensation program; |
Role of Compensation Consultant
| • | advised on the design and structure of our cash and equity incentive compensation programs; |
Role of Compensation Consultant
| • | prepared an analysis of our share usage under our equity incentive plan; |
Role of Compensation Consultant
| • | updated the Compensation and Human Capital Committee on emerging trends and best practices in the area of executive and Board compensation; and |
Role of Compensation Consultant
| • | provided recommendations and assisted with developing our peer group. |
Role of Compensation Consultant
In determining whether to engage Aon, the Compensation and Human Capital Committee considered the following factors: (i) the amount of fees paid to the compensation consultant, as a percentage of the firm’s total revenue; (ii) the provision of other services to us by the compensation consultant; (iii) the compensation consultant’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the individual compensation advisors with any member of the Compensation and Human Capital Committee; (v) any business or personal relationship of the compensation consultant or the individual compensation advisors employed by the firm with any of our executive officers or any members of the Compensation and Human Capital Committee; and (vi) any shares of our common stock owned by the compensation consultant or the individual compensation advisors employed by the firm.
Peer Group and Market Data
Peer Group and Market Data The Compensation and Human Capital Committee in June 2024, with the assistance of Aon, adopted an updated peer group of companies. While the Compensation and Human Capital Committee adopted a new compensation peer group in 2025, the Committee did not review the compensation for each named executive officer’s position relative to the peer companies because, as discussed below, the Compensation and Human Capital Committee maintained the compensation levels from 2024 for 2025 for each named executive officer for each of salary, annual incentive and equity awards. The peer group consisted of the following companies:
Peer Group and Market Data
| American Software, Inc. (LGTY) | Kaltura, Inc. (KLTR) | | Arteris, Inc. (AIP) | Latch, Inc. (LTCH) | | Axon Enterprise, Inc. (AXON) | Matterport Inc (MTTR) | | CoreCard Corporation (CCRD) | Mitek Systems, Inc. (MITK) | | CS Disco, Inc. (LAW) | ON24, Inc. (ONTF) | | Digimarc Corporation (DMRC) | OneSpan Inc. (OSPN) | | eGain Corporation (EGAN) | Ooma, Inc. (OOMA) | | Expensify, Inc. (EXFY) | Rekor Systems, Inc. (REKR) | | Intuitive Machines, Inc. (LUNR) | Telos Corporation (TLS) | | Inuvo, Inc. (INUV) | Veritone, Inc. (VERI) |
Peer Group and Market Data
The 2025 peer group was recommended by Aon and selected based on the following parameters at the time that the peer group was adopted in June 2024:
Peer Group and Market Data
| • | publicly traded technology companies, with a focus on software companies that are security oriented; |
Peer Group and Market Data
| • | companies with revenue generally between one-third and three times of then trailing twelve-month revenue, between $30 million to $280 million; |
Peer Group and Market Data
| • | companies with a 30-day average market capitalization, as of May 3, 2024, between $60 million to $500 million, which signifies 1/3x – 3x SoundThinking’s 30-day average market value; and |
Peer Group and Market Data
| • | companies with an employee headcount between 100 to 925 employees, which was 1/3x – 3x SoundThinking’s headcount at the end of 2023. |
Peer Group and Market Data
We believe that the compensation practices of our peer group provided us with appropriate compensation reference points for evaluating and determining the compensation of our named executive officers. Consistent with best practices for corporate governance, the Compensation and Human Capital Committee expects to review our peer group annually. In June 2025, the Compensation and Human Capital Committee, in consultation with Aon, evaluated and approved updates to our peer group based on updated ranges for the defined characteristics for market capitalization, revenue, headcount and other relevant factors.
Factors Used in Determining Executive Compensation
| • | a range of market data reference points; |
Factors Used in Determining Executive Compensation
| • | its compensation consultant’s recommendations; |
Annual Bonus Plan
Annual Bonus Plan Our named executive officers are eligible to receive performance-based cash bonuses, which are designed to provide appropriate incentives to our executives to achieve defined performance goals and to reward our executives for achievement toward these goals. In January 2025, our Compensation and Human Capital Committee adopted a short-term incentive plan that includes the following financial (75% of total opportunity) and strategic goals (25% of total opportunity):
Annual Bonus Plan
| • | Revenue growth (25%) |
Annual Bonus Plan
| • | Adjusted EBITDA Margin (25%) |
Annual Bonus Plan
| • | Revenue retention (25%) |
Annual Bonus Plan
| • | ShotSpotter Net Promoter Score (12.5%) |
Annual Bonus Plan
| • | Great Places to Work Certification (12.5%) |
Annual Bonus Plan
Each of the financial goals is measured independently on a scale ranging from threshold to maximum with payouts ranging from 50% of target payout at threshold to 150% of target payout at maximum. The strategic goals are assessed on an achieved or not achieved basis. These goals collectively reflect our 2025 strategy to scale innovation with disciplined performance, deepen customer trust and sustain long-term relationships with our customers. The Compensation and Human Capital Committee selected revenue growth and Adjusted EBITDA margin to incentivize profitable expansion and operational rigor, and revenue retention and the ShotSpotter Net Promoter Score to reinforce accountability for solution effectiveness and building trusted partnerships with our customers. The Great Place to Work certification was included to ensure continued focus on the cultural foundation necessary to attract, retain and motivate the talent required to execute our strategy. The performance-based bonus each named executive officer is eligible to receive is generally based on the extent to which such officer achieves the financial and strategic goals above that our Board or Compensation and Human Capital Committee establishes and is paid annually. Annually, the Compensation and Human Capital Committee of our Board reviews the achievement of the goals under the Annual Bonus Plan and determines the actual bonus payout to be awarded to each of our eligible executive officers. The following table displays the goal attainment percentage for fiscal year 2025.
Annual Bonus Plan
| Financial Goals (75%, weighted equally) | Weighting | Results | Achievement % | | GAAP Revenue - $110M | 25% | $104.1M | 0% | | Adjusted EBITDA Margin – 22% | 25% | 12% | 0% | | GAAP Revenue Attrition - <=3% | 25% | 1.5% | 34.38% | | ShotSpotter Net Promoter Score->55% | 12.5% | Achieved (70%) | 18.75% | | SoundThinking achievement of “Great Places To Work” Certification | 12.5% | Achieved | 12.5% | | Total | | | 65.63% |
Annual Bonus Plan
See Appendix A of this Proxy Statement for a reconciliation of Adjusted EBITDA to net income (loss), which is the most directly comparable GAAP measure. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by revenue. “GAAP Revenue Attrition” for 2025 means, for all customers with contracts in effect at December 31, 2024 (including contracts that had expired as of such date but were later renewed with a coverage period including January 1, 2025), the difference between (a) revenues recognized by the Company in 2025 as a result of price increases pursuant to such contracts or amendments thereto and (b) revenues that would have been recognized by the Company pursuant to such contracts in 2025 but were not recognized due to contract termination or cancellation, price decrease, or gap in paid service. GAAP Revenue Attrition is a measure used by management internally to understand and evaluate our ability to retain our existing customers and in connection with developing future operating plans, making strategic decisions and considering initiatives focused on cultivating new markets for our solutions. We believe GAAP Revenue Attrition also provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board. For 2025, our named executive officers were eligible to earn annual cash bonuses at target percentages of their respective base salaries equal to 100% for Mr. Clark, 55% for Mr. Stewart and 46% for Ms. Golzadeh based on the achievement of certain corporate performance objectives approved by our Board. The Compensation and Human Capital Committee decided to maintain each named executive officer’s target annual cash bonus opportunity for 2025 at the same level as 2024. The Compensation and Human Capital Committee reviewed the Company’s achievement against our performance goals and based on the level of corporate achievement, the Compensation and Human Capital Committee approved bonus payments for 2025 for Mr. Clark, Mr. Stewart and Ms. Golzadeh as set forth in the table below:
Annual Bonus Plan
| Name | Target Bonus (% of Salary) | Target Bonus Eligibility ($) | Attainment (%) | 2025 Bonus Award ($) | | Ralph A. Clark | 100 | 472,500 | 64.0 | 302,400 | | Alan R. Stewart | 55 | 207,900 | 65.63 | 136,445 | | Nasim Golzadeh | 46 | 152,145 | 70.0 | 106,502 |
Annual Bonus Plan
The Compensation and Human Capital Committee determined to reduce the attainment percentage slightly for Mr. Clark to 64% based on the Company’s performance in 2025 and award Ms. Golzadeh a higher attainment percentage at 70% based on her strong performance in 2025. Each named executive officer’s 2025 cash bonus is reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table and the discretionary portion of Ms. Golzadeh’s 2025 bonus above the 65.63% attainment percentage is reflected in the Bonus column of the Summary Compensation Table. The following chart sets forth our named executive officers’ 2025 target bonus, 2025 payout and 2025 payout as a percentage of their 2025 target bonus:
Equity Compensation
Equity Compensation We believe that our ability to grant equity-based awards is a valuable and necessary compensation tool that aligns the long-term financial interests of our executive officers with the financial interests of our stockholders. In addition, we believe that our ability to grant equity-based awards helps us to attract, retain and motivate executive officers and encourages them to devote their best efforts to our business and financial success. Vesting of equity awards is generally tied to continuous service with us and serves as an additional retention measure. Our executive officers generally are awarded an initial new hire grant upon commencement of employment, as well as annual grants. Since 2024, the Compensation and Human Capital Committee has incorporated PSUs into our LTI program whereby 50% of the total target LTI opportunity is subject to achievement of performance conditions, with the remaining 50% subject to time-based vesting. The time-vesting RSUs vest over three years subject to each NEO’s continuous service. PSUs granted to our named executive officers in 2025 vest at the end of three years, subject to their continuous service on such vesting date, based on performance of the following financial goals:
Equity Compensation
| • | Total revenue in 2027; and |
Equity Compensation
| • | Adjusted EBITDA in 2027. |
Equity Compensation
Each of the financial goals is measured independently on a scale ranging from threshold to target to maximum with payouts ranging from 50% of target payout at threshold to 200% of target payout at maximum. For performance below threshold, no award payout is made. We acknowledge that the financial metrics in the PSUs overlap with the Annual Bonus Plan but feel they are unique as the PSU goals are aligned to our performance in 2027 while the Annual Bonus Plan goals were aligned to our performance in 2025. In addition, we feel these goals represent the key focus for us over the medium term. The target value of the equity awards for each named executive officer in 2025 was unchanged from 2024, with a target value of $3.8 million for Mr. Clark, our chief executive officer, and $1.2 million for each of the other named executive officers. The target value of the equity awards differs from that reported in the Summary Compensation Table because that disclosure reflects the accounting value of the awards calculated in accordance with FASB ASC Topic 718, which does not match the target value used by the Compensation and Human Capital Committee for compensation-setting purposes. Each of our named executive officers currently holds stock options previously granted prior to 2024, RSUs under our 2005 Equity Incentive Plan (the “2005 Plan”) and/or 2017 Equity Incentive Plan (the “2017 Plan”) and PSUs under our 2017 Plan. Each of the awards were granted subject to the general terms of the applicable plan and the applicable forms of equity award agreements thereunder. The specific vesting terms of each named executive officer’s stock options, PSUs and RSUs are described below under “Outstanding Equity Awards as of December 31, 2025.” We currently grant equity awards pursuant to the 2017 Plan.
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding the compensation awarded to or earned by our named executive officers listed below during the years ended December 31, 2025 and 2024.
Summary Compensation Table
| Name | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | | Ralph A. Clark | 2025 | 472,500 | — | 3,818,151 | 302,400 | 7,000 | 4,600,051 | | President and Chief Executive Officer | 2024 | 468,750 | — | 4,137,624 | 366,188 | 14,014 | 4,986,576 | | Alan R. Stewart | 2025 | 378,000 | — | 1,193,179 | 136,445 | 7,000 | 1,714,624 | | Chief Financial Officer | 2024 | 375,000 | — | 1,293,015 | 161,123 | 12,123 | 1,841,261 | | Nasim Golzadeh | 2025 | 330,750 | 6,649 | 1,193,179 | 99,853 | 7,000 | 1,637,431 | | Managing Director, Technologic and Executive Vice President, Investigative Solutions | 2024 | 328,125 | — | 1,293,015 | 117,912 | 9,288 | 1,748,340 |
Summary Compensation Table
| (1) For 2025, represents the discretionary portion of Ms. Golzadeh’s 2025 cash bonus, see the discussion in “Annual Bonus Plan” above. |
Summary Compensation Table
| (2) The amounts reported here do not reflect the actual economic value realized by our named executive officers. In accordance with SEC rules, this column represents the grant date fair value of shares underlying stock awards, calculated in accordance with ASC 718. This column includes both RSUs and PSUs. Assumptions used in the calculation of the grant date fair value of the stock awards are set forth in Note 13, “Equity Incentive Plans” to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The grant date fair value of the PSUs granted were computed in accordance with ASC 718 based upon the probable outcome of the performance conditions as of the grant date and are $1,909,067 for Mr. Clark, $596,573 for Mr. Stewart and $596,573 for Ms. Golzadeh. Assuming the highest level of performance achievement of the PSUs as of the grant date, the grant date fair value of the PSUs would be: $3,818,135 for Mr. Clark, $1,193,147 for Mr. Stewart and $1,193,147 for Ms. Golzadeh. |
Summary Compensation Table
| (3) The amounts reported in the “Non-Equity Incentive Plan Compensation” represent amounts paid for the achievement of pre-established corporate performance goals during fiscal year 2025, see “Annual Bonus Plan” above. |
Summary Compensation Table
| (4) Amounts reported in this column represent a 401(k) company match pursuant to our 401(k) Plan available to all employees. |
Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025 The following table provides information regarding outstanding equity awards held by our named executive officers as of December 31, 2025.
Outstanding Equity Awards as of December 31, 2025
| | Option Awards | | | | | Stock Awards | | | | | | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | | Ralph A. Clark | 3/27/2017 | 18,000 | | 3.06 | 3/27/2027 | | | | | | | 3/6/2020 | 31,855 | | 34.07 | 3/05/2030 | | | | | | | 3/9/2021 | 30,269 | | 37.26 | 3/09/2031 | | | | | | | 2/17/2022 | 183,345 | 7,975(1)(2) | 26.50 | 2/16/2032 | | | | | | | 2/17/2022 | | | | | 2,366(3) | 18,999(8) | | | | | 2/27/2023 | 69,766 | 28,730(1)(2) | 32.89 | 2/27/2033 | | | | | | | 2/27/2023 | | | | | 22,804(4) | 183,116(8) | | | | | 3/1/2024 | | | | | 58,309(5) | 761,516(8) | | | | | 3/1/2024 | | | | | | | 38,873(7) | 312,150(8) | | | 3/1/2024 | | | | | | | 38,873(7) | 312,150(8) | | | 2/28/2025 | | | | | 96,831(6) | 777,553(8) | | | | | 2/28/2025 | | | | | | | 58,097(9) | 466,519(8) | | | 2/28/2025 | | | | | | | 58,097(9) | 466,519(8) | | Alan R. Stewart | 3/6/2020 | 13,697 | | 34.07 | 3/5/2030 | | | | | | | 3/9/2021 | 6,165 | | 37.26 | 3/9/2031 | | | | | | | 2/17/2022 | 30,557 | 1,330(1)(2) | 26.50 | 2/16/2032 | | | | | | | 2/17/2022 | | | — | | 5,915(3) | 77,250(8) | | | | | 2/27/2023 | 17,441 | 7,183(1)(2) | 32.89 | 2/27/2033 | | | | | | | 2/27/2023 | | | | | 4,751(4) | 38,151(8) | | | | | 3/1/2024 | | | | | 10,123(5) | 81,288(8) | | | | | 3/1/2024 | | | | | | | 12,148(7) | 97,548(8) | | | 3/1/2024 | | | | | | | 12,148(7) | 97,548(8) | | | 2/28/2025 | | | | | 27,234(6) | 218,689(8) | | | | | 2/28/2025 | | | | | | | 18,155(9) | 145,785(8) | | | 2/28/2025 | | | | | | | 18,155(9) | 145,785(8) | | Nasim Golzadeh(10) | 3/7/2019 | 50,000 | | 44.95 | 3/6/2029 | | | | | | | 3/6/2020 | 21,419 | | 34.07 | 3/5/2030 | | | | | | | 3/9/2021 | 3,923 | | 37.26 | 3/9/2031 | | | | | | | 2/17/2022 | 30,557 | 1,330(1)(2) | 26.50 | 2/16/2032 | | | | | | | 2/17/2022 | | | | — | 5,915(3) | 77,250(8) | | | | | 2/27/2023 | 17,441 | 7,183(1)(2) | 32.89 | 02/27/2033 | | | | | | | 2/27/2023 | | | | — | 4,751(4) | 38,151(8) | | | | | 3/1/2024 | | | | | 10,123(5) | 81,288(8) | | | | | 3/1/2024 | | | | | | | 12,148(7) | 97,548(8) | | | 3/1/2024 | | | | | | | 12,148(7) | 97,548(8) | | | 2/28/2025 | | | | | 27,234(6) | 218,689(8) | | | | | 2/28/2025 | | | | | | | 18,155(9) | 145,785(8) | | | 2/28/2025 | | | | | | | 18,155(9) | 145,785(8) |
Outstanding Equity Awards as of December 31, 2025
| (1) 1/48th of the shares subject to the stock option vest each month following the grant date. |
Outstanding Equity Awards as of December 31, 2025
| (2) Stock option is subject to accelerated vesting upon a qualifying termination of the executive’s employment with us, as described below under “Potential Payments and Benefits upon Termination or Change in Control.” |
Outstanding Equity Awards as of December 31, 2025
| (3) Represents RSUs. The RSUs vest as follows: 6.25% of the RSUs shall vest quarterly, starting February 17, 2022, subject to continued employment on each such vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (4) Represents RSUs. The RSUs vest as follows: 6.25% of the RSUs shall vest quarterly, starting February 27, 2023, subject to continued employment on each such vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (5) Represents RSUs. The RSUs vest as follows: 8.33% of the RSUs shall vest quarterly, starting March 1, 2024, subject to continued employment on each such vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (6) Represents RSUs. The RSUs vest as follows: 8.33% of the RSUs shall vest quarterly, starting February 28, 2025, subject to continued employment on each such vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (7) Represents PSUs. The PSUs vest at the end of three years based on revenue and Adjusted EBITDA performance goals for fiscal year 2026, subject to continued employment on the vesting date. The numbers shown as Equity Incentive Plan Awards reflect, in accordance with SEC disclosure rules, the number of PSUs that would be attained based on achieving threshold performance goals. |
Outstanding Equity Awards as of December 31, 2025
| (8) The market value is based on the closing price of our common stock as of December 31, 2025, the last trading day of the year, of $8.03 per share. |
Outstanding Equity Awards as of December 31, 2025
| (9) Represents PSUs. The PSUs vest at the end of three years based on revenue and Adjusted EBITDA performance goals for fiscal year 2027, subject to continued employment on the vesting date. The numbers shown as Equity Incentive Plan Awards reflect, in accordance with SEC disclosure rules, the number of PSUs that would be attained based on achieving threshold performance goals. |
Outstanding Equity Awards as of December 31, 2025
| (10) All of Ms. Golzadeh’s outstanding and unvested equity awards were forfeited upon her termination of employment on March 31, 2026. |
Potential Payments and Benefits upon Termination or Change in Control
Potential Payments and Benefits upon Termination or Change in Control The offer letter agreements with each of Mr. Clark, Mr. Stewart provide, and offer letter agreement with Ms. Golzadeh provided, that if we terminate such named executive officer for any reason other than for cause, death or disability, such named executive officer would be entitled to receive the following severance benefits:
Potential Payments and Benefits upon Termination or Change in Control
| • | payment of such officer’s then-current base salary for a period of six months following the termination date; and |
Potential Payments and Benefits upon Termination or Change in Control
| • | acceleration of six months of vesting of then-unvested options (or, for Ms. Golzadeh only, options and RSUs) held by such executive officer. |
Potential Payments and Benefits upon Termination or Change in Control
In addition, if we terminate such named executive officer other than for cause, death or disability, or such named executive officer resigns his or her position with us for good reason, immediately prior to or within 12 months of a change in control, then the named executive officer shall also be entitled to receive 100% acceleration of vesting of then-unvested options or RSUs held by such named executive officer upon such qualifying termination. Payment of any severance benefits is conditioned on the named executive officer’s timely execution of a general release of claims in our favor. The acceleration of vesting provisions as described above only govern the options (or, for Ms. Golzadeh only, options and RSUs) held by such executive officer as of the date of their respective offer letter agreements. All of Ms. Golzadeh’s outstanding and unvested equity awards were forfeited upon her termination of employment on March 31, 2026.
Non-Employee Director Compensation
Non-Employee Director Compensation The following table sets forth information regarding cash and non-cash compensation earned by or paid to our non-employee directors during the fiscal year ended December 31, 2025:
Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | William J. Bratton | 45,000 | 129,191 | 174,191 | | Burton Goldfield | 24,876 | 147,076 | 171,952 | | Deborah A. Grant | 61,059 | 144,697 | 205,756 | | Roberta Jacobson | 48,000 | 129,191 | 177,191 | | Pascal Levensohn | 27,261 | — | 27,261 | | Marc Morial | 57,500 | 129,191 | 186,691 | | Ruby Sharma | 60,000 | 129,191 | 189,191 |
Non-Employee Director Compensation
| (1) The amounts reported do not reflect the amounts actually received by our non-employee directors. Instead, these amounts reported reflect the aggregate grant date fair value of all RSUs granted to our non-employee directors during fiscal year ended December 31, 2025, as computed in accordance with ASC 718. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Assumptions used in the calculation of these amounts are included in Note 13 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the non-employee directors. |
Non-Employee Director Compensation
| (2) As of December 31, 2025, the aggregate number of shares underlying RSU awards outstanding held by our non-employee directors listed above were as follows: Mr. Bratton, 8,115 shares; Mr. Goldfield, 9,242 shares; Ms. Grant, 17,674 shares; Ambassador Jacobson, 16,700 shares; Mr. Morial, 8,115 shares and Ms. Sharma, 8,115 shares. |
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy In accordance with our policy for the compensation of our non-employee directors (the “Non-Employee Director Compensation Policy”), the Board Chair was entitled to receive a retainer at an annualized rate of $65,000 and each other non-employee director was entitled to receive a board service retainer at an annualized rate of $40,000 during 2025. The chairs of our Audit Committee, our Compensation and Human Capital Committee and our Nominating and Corporate Governance Committee were entitled to receive committee chair service retainers at the annualized rate of $20,000, $10,000 and $7,500, respectively, during 2025. Non-Chair members of our Audit Committee, Compensation and Human Capital Committee and Nominating and Corporate Governance Committee were entitled to receive committee service retainers at the annualized rate of $10,000, $5,000 and $3,000, respectively, during 2025. We also reimburse all reasonable out-of-pocket expenses incurred by non-employee directors in attending meetings of our Board or any committee thereof. In addition to cash compensation, under the Non-Employee Director Compensation Policy, each non-employee director was eligible to receive RSU awards pursuant the 2017 Plan. Each non-employee director appointed during 2025 was eligible to receive a RSU (an “Initial Award”) with an aggregate grant date fair value of $125,000, prorated for his or her days of service in the year of appointment until the next annual meeting of stockholders. On the date of each annual meeting of stockholders, each non-employee director in office immediately following such annual meeting was eligible to receive an RSU (an “Annual Award”) with an aggregate grant date fair value totaling $125,000, except that the Chair was entitled to receive an Annual Award with additional fair market value of $25,000. However, if the Chair of the Board was also the chair of any committee, the dollar value of the Initial Award or Annual Award shall be reduced by any cash compensation received as a result of such director’s chair role of such committee. Accordingly, each non-employee member of the Board received an Annual Award immediately following our meeting of stockholders with a grant date fair value of $125,000. Each Initial Award and Annual Award vests on the earlier of (i) the first anniversary of the date of grant and (ii) the date of the Company’s first annual meeting of stockholders following such grant date provided that such director is providing service to the Company as a member of the Board as of such date. In addition, the vesting of all RSUs granted under the Non-Employee Director Compensation Policy will accelerate in full upon a Change in Control (as defined in the 2017 Plan) or immediately prior to the effectiveness of a non-employee director’s resignation or removal (and contingent upon the effectiveness of a Change in Control) in the event that the non-employee director is required to resign his or her position as a non-employee director as a condition of the Change in Control or the non-employee director is removed from his or her position as a non-employee director in connection with the Change in Control. All awards made pursuant to the Non-Employee Director Compensation Policy are subject to the limitations on compensation payable to non-employee directors set forth in the 2017 Plan. Each non-employee director may elect to defer cash compensation payable or the delivery of shares in settlement of any RSU award granted under the Non-Employee Director Compensation Policy that would otherwise be paid or delivered to such non-employee director on or following the date such cash compensation is payable or such award vests pursuant to the terms of a deferral election such non-employee director makes in accordance with Non-Employee Director Compensation Policy.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the following disclosure about the relationship between executive compensation actually paid for our principal executive officer, or PEO and average compensation actually paid to non-PEO named executive officers, or Non-PEO NEOs and certain financial performance of the Company. As a smaller reporting company, we are permitted and have elected to provide scaled pay versus performance disclosure. For further information regarding our compensation philosophy and how we seek to align executive compensation with the Company’s performance, please refer to the “Executive Compensation” section above. The following table presents the pay versus performance information for our named executive officers. The amounts set forth below have been calculated in accordance with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” is required by the SEC’s rules and, as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in this Proxy Statement. Our Compensation and Human Capital Committee did not consider the compensation actually paid calculations below in making its pay decisions for any of the years shown.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid to PEO ($) (2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (3) | Average Compensation Actually Paid to Non-PEO NEOs ($) (4) | Value of Initial Fixed $100 Investment Based On Total Stockholder Return ($) (5) | Net Income (Loss) ($) (6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2025 | 4,600,051 | 1,985,223 | 1,676,028 | 869,642 | 24 | (9,420,000) | | 2024 | 4,986,576 | 873,234 | 1,794,801 | 709,653 | 44 | (9,180,000) | | 2023 | 4,708,087 | 3,010,978 | 1,469,708 | 1,232,663 | 75 | (2,718,000 |
Pay Versus Performance
| (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Clark (our Chief Executive Officer, or PEO) for 2025 and 2024 in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table” in this Proxy Statement. |
Pay Versus Performance
| (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Clark, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Clark during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Clark’s total compensation for each year to determine the compensation actually paid: |
Pay Versus Performance
| Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards (a) ($) | Equity Award Adjustments (b) ($) | Compensation Actually Paid to PEO ($) | | 2025 | 4,600,051 | (3,818,151) | 1,203,323 | 1,985,223 |
Pay Versus Performance
| (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |
Pay Versus Performance
| (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal |
Pay Versus Performance
| year) in fair value; and (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. The valuation assumptions used to calculate fair values did not materially differ from the prior fiscal year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |
Pay Versus Performance
| Fiscal Year | Fiscal Year End Fair Value of Equity Awards Granted in the Fiscal Year that were Outstanding and Unvested at the End of the Fiscal Year ($) | Change in Fair Value from the End of the Prior Fiscal Year to the End of the Fiscal Year of Unvested Equity Awards Granted in Prior Fiscal Years that were Outstanding and Unvested at the End of the Fiscal Year ($) | Fair Value as of Vesting Date of Equity Awards Granted in the Fiscal Year that Vested in the Fiscal Year ($) | Change in Fair Value from the End of the Prior Fiscal Year to the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year ($) | Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year ($) | Total Equity Award Adjustments ($) | | 2025 | 1,632,844 | (775,262) | 273,420 | 72,321 | — | 1,203,323 |
Pay Versus Performance
| (3) The dollar amounts reported in column (d) represent the average of the amounts reported for our Non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are Mr. Stewart and Ms. Golzadeh. |
Pay Versus Performance
| (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to our Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K for each applicable year. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to our Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for our Non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in Note (2): |
Pay Versus Performance
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Average Reported Value of Equity Awards ($) | Average Equity Award Adjustments(a) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 1,676,028 | (1,193,179) | 386,793 | 869,642 |
Pay Versus Performance
| (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
Pay Versus Performance
| Fiscal Year | Average Fiscal Year End Fair Value of Equity Awards Granted in the Fiscal Year that were Outstanding and Unvested at the End of the Fiscal Year ($) | Average Change in Fair Value from the End of the Prior Fiscal Year to the End of the Fiscal Year of Unvested Equity Awards Granted in Prior Fiscal Years that were Outstanding and Unvested at the End of the Fiscal Year ($) | Average Fair Value as of Vesting Date of Equity Awards Granted in the Fiscal Year that Vested in the Fiscal Year ($) | Average Change in Fair Value from the End of the Prior Fiscal Year to the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year ($) | Average Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year ($) | Total Average Equity Award Adjustments ($) | | 2025 | 510,258 | (229,675) | 104,276 | 1,934 | — | 386,793 |
Pay Versus Performance
| (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |
Pay Versus Performance
| (6) The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year. |
Compensation Actually Paid and Net Income (Loss)
Compensation Actually Paid and Net Income (Loss) The chart below shows the relationship between the compensation actually paid to our PEO and the average compensation actually paid to our Non-PEO NEOs, on the one hand, to the Company’s net income (loss), on the other. Compensation Actually Paid and Cumulative TSR The chart below shows the relationship between the compensation actually paid to our PEO and the average compensation actually paid to our Non-PEO NEOs, on the one hand, to the Company’s cumulative total stockholder return, or TSR, over the three years presented in the table, on the other. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
| • | each of our named executive officers (as such term is defined in “Executive and Director Compensation” below) ; |