DEF 14A of AvePoint, Inc.
Filed Mar 13, 2026 · FY20250001437749-26-008224
By Order of the Board of Directors
| Information About the Meeting and Security Ownership | Corporate Governance | Named Executive Officers | Pay Versus Performance Disclosure | Audit Committee Matters | Proposals to be Voted on During the Meeting |
When are stockholder proposals and director nominations due for next year’s annual meeting?
| Information About the Meeting and Security Ownership | Corporate Governance | Named Executive Officers | Pay Versus Performance Disclosure | Audit Committee Matters | Proposals to be Voted on During the Meeting |
Board of Directors
Board of Directors The Board currently consists of seven (7) directors and has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. During AvePoint's 2025 fiscal year, the Board held six (6) meetings, the Audit Committee held four (4) meetings, the Compensation Committee held four (4) meetings, and the Nominating and Corporate Governance Committee held four (4) meetings. During 2025, each director attended at least 75% of the aggregate of the total number of meetings of the Board and of each committee of the Board on which such director served. The following table provides summary information about each director.
Board of Directors
| Director Occupation | Age | Director Since | Board Independent | Other Public Boards | Committee Memberships | | | Up for Re-Election | | | | | | | AC(1) | CC(2) | NCGC(3) | | | Xunkai Gong Executive Chairman, AvePoint, Inc. | 63 | 2001 | No | 0 | - | - | - | No | | Tianyi Jiang Chief Executive Officer, AvePoint, Inc. | 51 | 2005 | No | 0 | - | - | - | No | | Brian M. Brown Chief Legal and Compliance Officer, and Secretary, AvePoint, Inc. | 53 | 2008 | No | 0 | - | - | - | Yes | | Jeff Epstein Operating Partner, Bessemer Venture Partners | 69 | 2021 | Yes | 3 | - | Chair | Member | Yes | | Jeff Teper Lead Independent Director, AvePoint, Inc. President, Microsoft Inc. | 61 | 2014 | Yes | 1 | Member | Member | Chair | No | | John Ho Founder and Chief Industrialist, Janchor Partners | 49 | 2021 | Yes | 1 | Chair, Financial Expert | - | - | Yes | | Janet Schijns Chief Executive Officer and Co-Founder, JS Group | 63 | 2022 | Yes | 0 | Member | Member | Member | No |
Board of Directors
| (1) Audit Committee of the Board. (2) Compensation Committee of the Board. (3) Nominating and Corporate Governance Committee of the Board. |
Board of Directors
It is AvePoint’s policy that all directors should attend annual meetings of AvePoint’s stockholders. All directors attended the 2025 Annual Meeting of Stockholders. In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee considers the director’s participation in and contributions to the activities of the Board. The guidelines for the annual Board evaluation, meeting attendance, and the other criteria for Board membership are described in the Board’s Corporate Governance Guidelines, available at https://www.avepoint.com/ir/governance/governance-documents. Each director is encouraged to be involved in continuing director education on an ongoing basis to enable them to better perform their duties and to recognize and appropriately address issues that arise. Board members are encouraged to attend seminars, conferences, and other continuing education programs designed especially for directors of public companies, including, but not limited to, accredited director education programs.
Information About Nominees and Continuing Directors
Information About Nominees and Continuing Directors Biographical information concerning each of the nominees and each of the directors continuing in office is presented below. Directors in Class I Whose Terms Expire in 2028
Information About Nominees and Continuing Directors
| Director | Age | Director Since | | Tianyi Jiang | 51 | 2005 | | Janet Schijns | 63 | 2022 |
Information About Nominees and Continuing Directors
| | Tianyi Jiang has served as our Chief Executive Officer and a director of our Board since July of 2021. Prior to that, Dr. Jiang served as our predecessor company’s Co-Chief Executive Officer alongside Mr. Gong from 2008 to 2021 and as a director from 2005 to 2021. Dr. Jiang holds doctorate and master’s degrees in data mining from New York University in addition to a bachelor’s degree and master’s degree in Electrical and Computer Engineering from Cornell University. We believe Dr. Jiang is qualified to serve as a member of the Board because of his executive leadership experience and extensive experience in the fields of cloud computing and SaaS. |
Information About Nominees and Continuing Directors
| | Janet Schijns has served as a director of our Board since 2022. She is the Chief Executive Officer and Co-Founder of JS Group, a go to market consultancy dedicated to achieving results in the technology channel. She is the founder of the #digitalnormal movement in the industry driving profitable change in the partner community. She was formerly Executive Vice President and Chief Merchant and Services Officer at Office Depot, where she led a major transformation to drive traction in services, generating recurring revenue from higher margin solutions. Prior to that, she was the Chief Channel Executive, Chief Marketing Technologist and led business products for Verizon Business. Additionally, Ms. Schijns led the channel organization for Motorola Enterprise and Government and is a noted and admired industry expert regularly appearing on the main stage at a variety of events. Additionally, Ms. Schijns currently serves on the board of directors for Ziro and Axxess Networks. We believe Ms. Schijns is qualified to serve as a member of the Board because of her extensive expertise with SaaS channel organizations. |
Information About Nominees and Continuing Directors
Directors For Election into Class II at the 2026 Annual Meeting of Stockholders
Information About Nominees and Continuing Directors
| Director | Age | Director Since | | Brian Michael Brown | 53 | 2008 | | Jeff Epstein | 69 | 2021 | | John Ho | 49 | 2021 |
Information About Nominees and Continuing Directors
| | Brian Michael Brown has served as our Chief Legal and Compliance Officer, Secretary and a director of our Board since July of 2021. Prior to that, Mr. Brown served as our predecessor company’s Chief Operating Officer and General Counsel from 2004 to 2021 and director from 2008 to 2021. Mr. Brown previously practiced law with the firm of McGuireWoods LLP for many years. Mr. Brown holds a bachelor’s degree from the University of Michigan, a master’s degree from Liberty University and a Juris Doctor from Michigan State University. We believe Mr. Brown is qualified to serve as a member of the Board because of his executive leadership experience, extensive legal background, familiarity with SaaS company operations and acumen with respect to international entity formation and legal operations. |
Information About Nominees and Continuing Directors
| | Jeff Epstein has served as a director of our Board since July of 2021. Since 2011, Mr. Epstein has been an operating partner with Bessemer Venture Partners, a venture capital firm. From 2008 to 2011, Mr. Epstein was Executive Vice President and Chief Financial Officer of Oracle Corporation (NYSE: ORCL), a global technology company. Prior to joining Oracle, he served as Chief Financial Officer of several public and private companies, including DoubleClick (sold to Google), King World Productions (sold to CBS) and Nielsen’s Media Measurement and Information Group. Earlier in his career, he was an investment banker at The First Boston Corporation. Mr. Epstein is a lecturer at Stanford University. He serves on the boards of directors of Twilio, Okta and Autodesk. Within the last five years he previously served on the boards of directors of Booking Holdings (from 2003 to 2021), Shutterstock (from 2012 to 2021), Poshmark (from 2018 to 2023), Kaiser Permanente (from 2013 to 2025), a non-profit healthcare company, and Couchbase (from 2015 to 2025). Mr. Epstein holds an MBA from the Stanford University Graduate School of Business and a bachelor’s degree from Yale College. We believe Mr. Epstein is qualified to serve as a member of the Board because of his extensive industry and financial experience. |
Information About Nominees and Continuing Directors
| | John Ho has served as a director of our Board since July of 2021. Since 2009, Mr. Ho has served as founder and Chief Industrialist Investor of Janchor Partners. Since January 2018, Mr. Ho has served as a non-executive director for Vocus Group Limited, a telecommunications company listed on the ASX. From April 2017 to December 2019, he served as chairman of the board of directors of Bellamy’s Organic, an organic infant milk formula and baby food company listed on the ASX. From July 2014 to July 2019, he served as deputy chairman, listing committee for the Hong Kong Exchanges and Clearing Limited. He currently serves on the board of directors of Incitec Pivot limited. Mr. Ho received a Bachelor of Science degree in mathematics and a bachelor of commerce degree in finance from The University of New South Wales in Sydney, Australia. We believe Mr. Ho is qualified to serve as a member of the Board because of his financial experience and as a director of public companies. |
Information About Nominees and Continuing Directors
Directors in Class III Whose Terms Expire in 2027
Information About Nominees and Continuing Directors
| Director | Age | Director Since | | Xunkai Gong | 63 | 2001 | | Jeff Teper | 61 | 2014 |
Information About Nominees and Continuing Directors
| | Xunkai Gong has served as our Executive Chairman and a director of our Board since July of 2021. Prior to that, Mr. Gong served as our predecessor company’s Chairman and Co-Chief Executive Officer alongside Dr. Jiang from 2008 to 2021, Chief Executive Officer since its incorporation in 2001 and director from 2001 to 2021. Mr. Gong holds a master’s degree in computer engineering from the University of Chinese Academy of Sciences, a master’s degree in computer science from Southern University and Agricultural and Mechanical College at Baton Rouge, and a bachelor’s degree in electrical and electronics engineering from Dalian University of Technology. We believe Mr. Gong is qualified to serve as a member of the Board due to his technical experience and leadership of AvePoint since its inception. |
Information About Nominees and Continuing Directors
| | Jeff Teper has served as a director of our Board since July of 2021 and, prior to that time, as a member of the Board of Directors of our predecessor company since December 2014. Mr. Teper currently serves as the Company’s Lead Independent Director, has worked at Microsoft Corporation since March 1992 and currently holds the title President, Microsoft 365 Collaborative Apps and Platforms. He holds an MBA from Harvard Business School and a bachelor’s degree from New York University. We believe Mr. Teper is qualified to serve as a member of the Board because of his executive leadership and industry experience and extensive experience in the Microsoft ecosystem. |
Our Related Party Transactions
| Non-Employee Director Compensation |
Our Related Party Transactions
| Non-Employee Director | Fees Earned or Paid in Cash (US$)(1) | Stock Awards (US$)(2) | Total (US$) | | Jeff Epstein | 60,000 | 175,000 | 235,000 | | Jeff Teper | 81,000 | 175,000 | 256,000 | | John Ho | 66,000 | 175,000 | 241,000 | | Janet Schijns | 56,000 | 175,000 | 231,000 |
Our Related Party Transactions
| Information About the Meeting and Security Ownership | Corporate Governance | Named Executive Officers | Pay Versus Performance Disclosure | Audit Committee Matters | Proposals to be Voted on During the Meeting |
What are AvePoint’s executive compensation principles and objectives?
| ■ | Pay-for-performance: The Compensation Committee structures the executive compensation program to balance annual and long-term corporate objectives, including specific measures which focus on financial performance, with the goal of fostering stockholder value creation in the short and long-term. |
What are AvePoint’s executive compensation principles and objectives?
| ■ | Create an ownership culture: The Compensation Committee believes that using equity compensation to instill an ownership culture effectively aligns the interests of management and stockholders. To promote this alignment, the Compensation Committee granted equity awards in 2025 which were comprised of time-based stock options, performance-based RSUs (“PRSUs”) and RSUs to provide incentives for named executive officers to enhance stockholder value. |
What are AvePoint’s executive compensation principles and objectives?
| ■ | Utilize a total compensation perspective: The Compensation Committee considers all of the compensation components — base salary, annual cash incentive, long-term equity incentives, benefits and perquisites — in total. |
How Do We Determine Executive Pay?
How Do We Determine Executive Pay? Comparison Data: Benchmarking in comparison to the Peer Group is one of several factors considered in the compensation process but is not in and of itself determinative. We believe that our pay levels and practices should be within a range of competitiveness with our Peer Group and benchmarking provides us with an assessment of reasonableness and competitiveness; however, each individual’s actual compensation is based on numerous factors including the individual’s level of experience in the role and the annual and long-term performance of both AvePoint and the individual. The Compensation Committee reviews target total direct compensation, which consists of base salary, target annual cash incentive, and long-term equity incentives, to the Peer Group. The Compensation Committee utilizes this comparison data for its named executive officer compensation because the Compensation Committee believes this is the best way to determine whether such compensation is competitive with AvePoint’s labor market for executive talent. Peer Group: The Compensation Committee takes into account a number of factors for each potential Peer Group company including, but not limited to, size (revenues, growth rates, market capitalization and number of employees), nature of business (business comparators and similar customer base), organizational complexity and business model (span and scope of the organization), competition for executive talent (organizations from which executives may be recruited to and from) and location. While all of the aforementioned factors are taken into account, the Compensation Committee considered the most important factors to be size, market capitalization, nature of business and competition for executive talent as these provide the most meaningful insight into competitive practices. The Peer Group for fiscal year 2025, which remained unchanged from fiscal year 2024, included the following companies:
How Do We Determine Executive Pay?
| Peer Group for Fiscal Year 2025 | | | | Alkami Technology | Jamf Holding | PagerDuty | | Amplitude | JFrog | Semrush Holdings | | Couchbase | Matterport | Varonis Systems | | CS Disco | MeridianLink | Yext | | Domo | Mitek Systems | Zeta Global Holdings | | Enfusion | Model N | Zuora | | Intapp | N-able | |
Base Salary
Base Salary Base salary is annual fixed cash compensation and is a standard element of compensation necessary to attract and retain talent. Base salary is the principal non-variable element of AvePoint’s total compensation program. Base salaries reflect each named executive officer’s responsibilities, the impact of each named executive officer’s position, and the contributions each named executive officer delivers to AvePoint. Base salaries are determined by competitive levels in the market, based on AvePoint’s Peer Group and the results of executive compensation surveys, for executives with comparable responsibilities and job scope. Base salary increases, if any, are based on individual performance, market conditions and Company performance. To gauge market conditions, the Compensation Committee evaluates the Peer Group and market data compiled by its consultant. Base salaries are set following review of this data upon consideration of the named executive officer’s experience, tenure, performance, and potential, all within the context of total compensation benchmarks. The annualized base salaries of the named executive officers are as follows:
Annual Incentive Plan
Annual Incentive Plan The annual incentive plan (the “AIP”) is a cash incentive that provides our executive officers with the opportunity to be rewarded annually based on the achievement of AvePoint’s key financial goals. The Compensation Committee sets the target annual cash bonus for each named executive officer as a percentage of the executive’s annual base salary. Award opportunities are established at threshold, target and maximum levels. The maximum level for each performance criterion under the AIP is typically capped at 150% of target. The actual amount of the award is determined based on the level of achievement against each financial goal after the completion of the performance period. For 2025, the Compensation Committee approved the following target incentive percentages for each named executive officer:
Annual Incentive Plan
| Named Executive Officer | Target Incentive as a % of Base Salary | | Xunkai Gong | 100% | | Tianyi Jiang | 100% | | Brian Michael Brown | 100% | | James Caci | 90% |
Annual Incentive Plan
2025 Goals, Target Setting and Results. In February 2025, the Compensation Committee selected Total Revenue, Annual Recurring Revenue (“ARR”) and GAAP Operating Income as the key financial performance measures to determine the level of payout for each named executive officer. The Compensation Committee set target goal values that aligned with the Company’s growth and profitability objectives and financial guidance. The goals, target values and financial results appear below:
Annual Incentive Plan
| Goal ($ in millions) | Weight | Fiscal Year 2025 Award Targets | | | Fiscal Year 2025 Results(1) | Payout as a % of Target Incentive | | | | Threshold | Target | Maximum | | | | Total Revenue | 40.0% | $368.0 | $400.0 | $432.0 | $404.6 | 107.2% | | Annual Recurring Revenue | 40.0% | $376.5 | $409.2 | $441.9 | $409.0 | 99.8% | | GAAP Operating Income | 20.0% | $15.1 | $18.9 | $22.7 | $24.4 | 150.0% | | Payout (as a % of target annual bonus opportunity) | - | 50% | 100% | 150% | - | - | | Weighted Average payout as a % of Target | - | - | - | - | - | 112.8% |
Annual Incentive Plan
| (1) For purposes of the AIP, the Compensation Committee evaluates certain performance measures after eliminating the impact of fluctuations in foreign currency exchange rates. The fiscal year 2025 results shown above differ from the GAAP financial results disclosed in our quarterly earnings releases and related investor materials for this reason. |
Annual Incentive Plan
2025 Payouts. Based on the Company’s fiscal year 2025 results, the bonus payout amount was calculated to be 112.8%. The payout amount was calculated using the bonus targets and payout structure approved by the Compensation Committee in February 2025. The individual named executive officer bonus payout amounts were then reviewed and approved by the Compensation Committee. Actual payouts to each of the named executive officers in February 2026 were calculated as follows:
Annual Incentive Plan
| Named Executive Officer | 2025 Base Salary | Target Annual Cash Incentive (as a % of Base Salary) | Target Annual Cash Incentive | Annual Cash Incentive Payout Percentage | 2025 Annual Cash Incentive | | Xunkai Gong | $500,000 | 100.0% | $500,000 | 112.8% | $563,863 | | Tianyi Jiang | $450,000 | 100.0% | $450,000 | 112.8% | $507,477 | | Brian M. Brown | $380,000 | 100.0% | $380,000 | 112.8% | $428,536 | | James Caci | $400,000 | 90.0% | $360,000 | 112.8% | $405,981 |
Annual Incentive Plan
2026 AIP Targets. 2026 AIP targets will be Total Revenue (40% weighted), Annual Recurring Revenue (40% weighted) and GAAP Operating Income (20% weighted).
Long-Term Equity Compensation
Long-Term Equity Compensation We believe that long-term equity compensation provides appropriate motivational tools to achieve certain long-term Company goals. The long-term equity compensation plan is designed to align the interests of named executive officers with those of stockholders, motivate each named executive officer to achieve key financial goals and reward superior performance. The design of the program, which is similar to the program used with the larger employee base, helps to reduce turnover and to retain the knowledge and skills of AvePoint’s valued employees. In structuring the amount of long-term equity compensation awards, the Compensation Committee seeks to balance such awards and the interests of AvePoint’s stockholders under a policy that moderates the dilutive effects of annual equity awards against the need to provide attractive and competitive incentive compensation. The Compensation Committee approves annual equity awards to named executive officers and other key employees at the February Compensation Committee meeting, with the grant date determined to be March 15 or the nearest available grant date each year. The Company does not time the grant in coordination with the release of material non-public information. Elements of Long-Term Equity Compensation: RSUs. RSUs are similar to time-based restricted shares, with the principal difference being that with RSUs, the shares are not actually issued until vesting. The RSUs have a four-year vesting period, vesting one-fourth after the first year with the remaining three-fourths vesting quarterly over the next twelve quarters. The number of RSUs granted is based on the approved target dollar amount of the award, divided by the fair market value of AvePoint’s common stock on the date of the grant. Upon vesting, each RSU will equal the right to receive one share of AvePoint’s stock. RSUs facilitate retention by providing value if the named executive officer remains with AvePoint over the vesting period. In addition, RSUs provide alignment with stockholders through stock ownership, and the potential for future growth. 2024 Granted PRSUs. PRSUs are similar to RSUs in that shares are not actually issued until vested, however they also include the achievement of specific performance targets to determine the actual number of vested shares. The 2024 PRSU grant will pay out on a scale with a minimum performance achievement vesting 50% of granted units, target performance vesting 100%, and maximum performance vesting 150% of granted units. The 2024 PRSU targets are 2025 GAAP operating income (25% weighted) and 2025 Rule of 40 achievement (75% weighted), which the Company defines as the sum of ARR growth and non-GAAP operating margin. The 2024 PRSU grant has a four-year vesting period, vesting half after 2 years, with the remaining half vesting quarterly over the next 8 quarters. 2025 Granted PRSUs. PRSUs are similar to RSUs in that shares are not actually issued until vested, however they also include the achievement of specific performance targets to determine the actual number of vested shares. The 2025 PRSU grant will pay out on a scale with a minimum performance achievement vesting 50% of granted units, target performance vesting 100%, and maximum performance vesting 150% of granted units. The 2025 PRSU targets are ARR Compounded Annual Growth rate for years 2025-2027 (70% weighted) and GAAP profitability for 2027 (30% weighted). The vesting schedule for 2025 PRSUs will fully vest three years after the initial grant, following the completion of the three-year performance period of 2025-2027. Stock Options. Stock options (“options”) are grants which give the holder the right to receive stock in AvePoint upon paying the exercise price determined at the time of grant. The grant price is the closing market price of AvePoint’s common stock on the grant date. Options have a four-year vesting period, vesting one-fourth after the first year with the remaining three-fourths vesting quarterly over the next twelve quarters. The number of options issued is based on the approved target dollar amount of options to be awarded, divided by the value of one option, which is equal to the Black-Scholes value of an equivalent stock option. Options have a term of ten years. Options motivate executive efforts to achieve results that produce long-term increases (since executives have up to 10 years to exercise their options) in common stock. The four-year option vesting period encourages select named executive officers to work with a long-term view of AvePoint’s performance and reinforces their long-term affiliation with AvePoint. Named executive officers receive value in the option grants only when the share price increases above the grant price, which strengthens their alignment with stockholder interests. The award agreements for RSUs and stock options provide that if a participant’s employment with AvePoint is terminated due to death, permanent and total disability, retirement, by AvePoint without “Cause,” or by the participant with “Good Reason” (with “Cause” and “Good Reason” being defined in the award agreements), any unvested awards held by a participant at termination will vest. The award agreements and the change in control provisions in the employment agreements further provide that in the event of a change in control of AvePoint, any unvested awards held by the participant at the time of the change in control will vest immediately. 2024 Equity Awards. The equity awards reviewed and approved by the Compensation Committee in February 2024 were granted conservatively compared to the market and the prior year awards. The grant amounts were determined by taking into consideration Company performance and individual relativity to market data as well as the desire to manage the overall stock-based compensation expense for the Company. 2025 Equity Awards. The equity awards reviewed and approved by the Compensation Committee in February 2025 compared conservatively to market peers, due to an ongoing deliberate strategy to manage stock-based compensation as a percentage of revenue. We aim to create a favorable positioning relative to peers, while still ensuring strong retentive effect and recognition for the 2025 performance year.
Long-Term Equity Compensation
| Named Executive Officer | Year | Option Award Value (US$)(1) | RSU Award Value (US$)(2) | PRSU Award Value (US$)(3) | Total Value (US$) | | Xunkai Gong | 2025 2024 | 1,249,998 1,000,000 | - - | 1,250,000 999,998 | 2,499,998 1,999,998 | | Tianyi Jiang | 2025 2024 | 999,999 1,000,000 | - - | 1,000,003 999,998 | 2,000,001 1,999,998 | | Brian M. Brown | 2025 2024 | - - | 974,993 749,998 | 324,998 250,000 | 1,299,990 999,998 | | James Caci | 2025 2024 | - - | 1,499,997 1,199,994 | 499,994 399,990 | 1,999,991 1,599,984 |
Long-Term Equity Compensation
| (1) The amounts reported in this column represent the aggregate grant date fair value of time-based option grants awarded to the named executive officers in 2025 and 2024, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures related to service-vesting conditions. This calculation assumes that the named executive officer will perform the requisite service for the award to vest in full as required by SEC rules. The assumptions used in calculating the grant date fair values of the equity awards reported in this column are set forth in Note 16 of our audited Consolidated Financial Statements for the year ended December 31, 2025, appearing in the Annual Report on Form 10-K for the year ended December 31, 2025. The amounts reported in this column reflect the accounting cost for these equity awards and do not correspond to the actual economic value that may be realized by our named executive officers upon the vesting of the stock options, the exercise of the stock options or the sale of the common stock underlying such stock options. | | (2) The amounts reported in this column represent the aggregate grant date fair value of RSU grants awarded to the named executive officer in 2025 and 2024, calculated by reference to the closing price of our common stock on the grant date of such awards (March 14, 2025 and March 5, 2024, respectively) as reported on Nasdaq. | | (3) The amounts reported in this column represent the aggregate grant date fair value of PRSU grants awarded to the named executive officer in 2025 and 2024, calculated by reference to the closing price of our common stock on the grant date of such awards (March 14, 2025 and March 5, 2024, respectively) as reported on Nasdaq. The amounts reported in this column reflect the accounting cost for these equity award and do not correspond to the actual value or performance modifications that may occur. PRSUs granted in 2024 and 2025 may pay out up to 150% of target. |
Severance or Change-in-Control Agreements with Named Executive Officers
Severance or Change-in-Control Agreements with Named Executive Officers The named executive officers have severance provisions in their respective employment agreements, which provide for certain benefits upon an involuntary termination. These agreements promote retention of high-performing individuals and also assist in recruiting and retaining key employees by providing competitive arrangements. In addition, equity awards provided to these named executive officers provide for an acceleration of equity grants upon a change in control of AvePoint. Change in control provisions are designed to protect executives in the event of a change in control and provide security for executives against sudden or arbitrary termination in connection with a change in control. The provisions of each agreement were determined by an analysis of the Peer Group and market trends and practices and are set at competitive levels with industry practice.
Tax and Accounting Considerations that Factor into Decisions Regarding Executive Compensation
| Summary Compensation Table |
Tax and Accounting Considerations that Factor into Decisions Regarding Executive Compensation
| Named Executive Officer | Year | Salary(1) ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Non-equity incentive plan compensation(4) ($) | Total ($) | | Xunkai Gong | 2025 | 500,000 | 1,250,000 | 1,249,998 | 563,863 | 3,563,861 | | Executive Chairman | 2024 | 450,000 | 999,998 | 1,000,000 | 521,550 | 2,971,548 | | | 2023 | 400,000 | 499,998 | 499,999 | 416,400 | 1,816,397 | | Tianyi Jiang | 2025 | 450,000 | 1,000,003 | 999,999 | 507,477 | 2,957,478 | | Chief Executive Officer | 2024 | 450,000 | 999,998 | 1,000,000 | 521,550 | 2,971,548 | | | 2023 | 450,000 | 499,998 | 499,999 | 374,760 | 1,824,757 | | Brian Michael Brown | 2025 | 380,000 | 1,299,990(5) | - | 428,536 | 2,108,526 | | Chief Legal and Compliance Officer | 2024 | 365,000 | 999,998 | - | 423,000 | 1,787,998 | | | 2023 | 350,000 | 750,000 | 250,001 | 364,350 | 1,714,351 | | James Caci | 2025 | 400,000 | 1,999,991 | - | 405,981 | 2,805,972 | | Chief Financial Officer | 2024 | 375,000 | 1,599,984 | - | 391,000 | 2,365,984 | | | 2023 | 350,000 | 1,049,999 | 350,001 | 327,915 | 2,077,915 |
Tax and Accounting Considerations that Factor into Decisions Regarding Executive Compensation
| Grants of Plan-Based Awards in Fiscal Year 2025 |
Tax and Accounting Considerations that Factor into Decisions Regarding Executive Compensation
| Outstanding Equity Awards at December 31, 2025 |
Tax and Accounting Considerations that Factor into Decisions Regarding Executive Compensation
| Option Exercises and Stock Vested in Fiscal Year 2025 |
Pension Benefits
Pension Benefits Our named executive officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by us during 2025.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation Our named executive officers did not participate in, or earn any benefits under, a nonqualified deferred compensation plan sponsored by us during 2025.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control This table shows the amounts that would have been payable to our named executive officers on December 31, 2025, upon a termination of employment without Cause, or a termination of employment by a named executive officer for Good Reason, or a change in control, or a termination due to retirement, or a termination due to death or disability, pursuant to our executive employment agreements. The equity values presented in the table below were valued using the closing stock price on December 31, 2025, which was $13.79 per share.
Potential Payments Upon Termination or Change in Control
| Named Executive Officer | Without Cause ($) | For Good Reason ($) | Change in Control ($) | Retirement ($) | Death or Disability ($) | | Xunkai Gong | 6,562,778 | 6,562,778 | 5,870,183 | - | - | | Tianyi Jiang | 5,384,506 | 5,384,506 | 5,633,317 | - | - | | Brian Michael Brown | 3,922,639 | 3,922,639 | 3,792,312 | - | - | | James Caci | 4,033,348 | 4,033,348 | 5,789,626 | - | - |
Potential Payments Upon Termination or Change in Control
| (1) Amounts included under the “Without Cause” and “For Good Reason” columns for Xunkai Gong include an amount equal to his then current base salary and annual bonus (based on the average of the annual bonus earned in the two years prior to termination) for twenty-four (24) months, less all applicable withholdings and deductions, and paid in equal installments beginning on the Company’s first regularly scheduled payroll date following the release effective date, with the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter. Xunkai Gong would also be eligible for continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for himself and his dependents under the Company’s group health plans following such termination, then the Company will pay the COBRA premiums necessary to continue Mr. Gong’s and his covered dependents’ health insurance coverage in effect on the termination date until the earliest of: (i) twenty-four (24) months following the termination date; (ii) the date when he becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date he ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Mr. Gong’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums, the Company shall pay Mr. Gong on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding, for the remainder of the COBRA Payment Period. Additionally, each unvested equity award (excluding any equity award subject to the achievement of any performance-based or other similar vesting criteria) then held by Mr. Gong will immediately accelerate vesting and, to the extent applicable, exercisability, as to the number of shares that would have become vested had he remained employed by the Company through the date that is eighteen (18) months following his termination date. | | (2) Amounts included under the “Without Cause” and “For Good Reason” columns for Tianyi Jiang and Brian Michael Brown include an amount equal to their then current base salary and annual bonus (based on the average of the annual bonus earned in the two years prior to termination) for eighteen (18) months, less all applicable withholdings and deductions, and paid in equal installments beginning on the Company’s first regularly scheduled payroll date following the release effective date, with the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter. Tianyi Jiang and Brian Michael Brown would be eligible for continued coverage under the COBRA for themselves and their dependents under the Company’s group health plans following such termination, then the Company will pay the COBRA premiums necessary to continue their and their covered dependents’ health insurance coverage in effect on the termination date until the earliest of: (i) eighteen (18) months following the termination date; (ii) the date when they become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date they cease to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), COBRA Payment Period). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on either Dr. Jiang’s and Mr. Brown’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums, the Company shall pay him on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding, for the remainder of the COBRA Payment Period. Additionally, each unvested equity award (excluding any equity award subject to the achievement of any performance-based or other similar vesting criteria) then held by Dr. Jiang and Mr. Brown will immediately accelerate vesting and, to the extent applicable, exercisability, as to the number of shares that would have become vested had they remained employed by the Company through the date that is eighteen (18) months following the termination date. |
Potential Payments Upon Termination or Change in Control
| (3) Amounts included under the “Without Cause” and “For Good Reason” columns for James Caci includes an amount equal to the his then current base salary and annual bonus (based on the average of the annual bonus earned in the two years prior to termination) for twelve (12) months, less all applicable withholdings and deductions, and paid in equal installments beginning on the Company’s first regularly scheduled payroll date following the release effective date, with the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter. James Caci would be eligible for continued coverage under the COBRA for themselves and their dependents under the Company’s group health plans following such termination, then the Company will pay the COBRA premiums necessary to continue their and their covered dependents’ health insurance coverage in effect on the termination date until the earliest of: (i) twelve (12) months following the termination date; (ii) the date when they become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date they cease to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), COBRA Payment Period). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Mr. Caci’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums, the Company shall pay him on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding, for the remainder of the COBRA Payment Period. Additionally, each unvested equity award (excluding any equity award subject to the achievement of any performance-based or other similar vesting criteria) then held by Mr. Caci will immediately accelerate vesting and, to the extent applicable, exercisability, as to the number of shares that would have become vested had they remained employed by the Company through the date that is twelve (12) months following the termination date. | | (4) Amounts included under the “Change in Control” column for Xunkai Gong, Tianyi Jiang, James Caci and Brian Michael Brown include the acceleration in full of the employee’s equity awards, provided the employee remains in continuous service through the closing of a Change in Control, or the employee is terminated without Cause or resigns for Good Reason during the three-month period immediately prior to the closing of a Change in Control. For the purposes of PRSUs, value has been assigned at target based on the grant, with final determination set by the performance modifier, unless the modifier has been previously confirmed by the Board of Directors or authorized representation. |
Potential Payments Upon Termination or Change in Control
| Equity Compensation Plan Information |
Potential Payments Upon Termination or Change in Control
The following table sets forth the following information as of December 31, 2025, for all equity compensation plans previously approved by AvePoint’s stockholders:
Potential Payments Upon Termination or Change in Control
| ■ | the number of securities to be issued upon the exercise of outstanding options, warrants and rights; |
Potential Payments Upon Termination or Change in Control
| ■ | the weighted average exercise price of such outstanding options, warrants and rights; and |
Potential Payments Upon Termination or Change in Control
| ■ | other than securities to be issued upon the exercise of such outstanding options, warrants and rights, the number of securities remaining available for future issuance under the plans. The following table shows certain information with respect to all of our equity compensation plans in effect as of December 31, 2025: |
Potential Payments Upon Termination or Change in Control
| Equity compensation plans approved by stockholders | Number of securities to be issued upon exercise of outstanding RSUs and stock options (a) | Weighted-average exercise price of outstanding stock options (b) | Weighted-average grant date fair value of outstanding RSUs (c) | Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) (d) | | AvePoint, Inc. 2021 Equity Incentive Plan(1)(2) | 13,851,050 | $7.49 | $11.66 | 36,286,900 | | AvePoint, Inc. 2016 Equity Incentive Plan | 11,470,224 | $2.97 | NA | 0(3) |
Potential Payments Upon Termination or Change in Control
| (1) The 2021 Plan, which was approved by AvePoint’s stockholders, is described in “Note 16 – Stock-Based Compensation” to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. | | (2) The number of shares reserved for issuance under the 2021 Plan automatically increases on January 1st of each year, beginning January 1, 2022, and continuing through January 1, 2031, by the lesser of (a) 5.0% of the total number of shares of the Company’s common stock outstanding on December 31st of the immediately preceding fiscal year or (b) a lesser number determined by the Board prior to the applicable January 1st. | | (3) As of the effective date of the 2021 Plan, no further stock awards have been or will be made under the AvePoint, Inc. 2016 Equity Incentive Plan. |
Potential Payments Upon Termination or Change in Control
| CEO Pay Ratio |
Potential Payments Upon Termination or Change in Control
For fiscal year 2025, the annual total compensation for the median employee of the Company (other than our CEO) was $35,310 and the annual total compensation of our CEO was $2,957,478. Based on this information, for fiscal year 2025 the ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was 84 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Exchange Act of 1934. We have elected to use the same median employee identified in our fiscal year 2023 pay ratio calculation in accordance with the requirements of Item 402 of Regulation S-K. There has been no change in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our CEO pay ratio disclosure. Please refer to our 2024 proxy statement for information regarding the process we utilized to identify the median employee.
Potential Payments Upon Termination or Change in Control
| The Company’s Compensation Policies and Practices as They Relate to Risk |
Potential Payments Upon Termination or Change in Control
The Company does not believe that its compensation policies and practices create risks that are reasonably likely to have a material adverse effect on AvePoint. The annual cash incentive compensation plan described in the “Compensation Discussion and Analysis” section above is based upon achievement of annual financial targets, and potential cash incentive compensation opportunities are tempered so as not to place a disproportionate incentive on short-term financial results. In addition, the long-term equity incentive plan provides appropriate motivation to achieve long-term financial results as well, given that the ultimate value of the award is based upon the future value of AvePoint’s stock, and such awards constitute a significant portion of each executive’s total compensation package. The Company has constructed the performance factors in short- and long-term performance plans such that they balance focus on performance metrics with strong links to stockholder value creation and overall company performance, which we believe avoids any potential risks that may result from an imbalance in performance metrics.
Potential Payments Upon Termination or Change in Control
| Delinquent Section 16(a) Reports |
Potential Payments Upon Termination or Change in Control
Section 16(a) of the Exchange Act requires our executive officers, directors and the holders of more than 10% of our common stock to file with the SEC initial reports of ownership of our common stock and other equity securities on a Form 3 and reports of changes in such ownership on a Form 4 or Form 5. To our knowledge, based solely on a review of reports filed pursuant to Section 16(a) and written representations by the persons required to file these reports, all filing requirements of Section 16(a) were satisfied on a timely basis with respect to fiscal year 2025, with the exception of the late filing, due to administrative error, of one Form 4 for Mr. Epstein reporting the acquisition of shares in connection with a distribution of shares on February 11, 2025 and filed on March 17, 2025.
Potential Payments Upon Termination or Change in Control
| Information About the Meeting and Security Ownership | Corporate Governance | Named Executive Officers | Pay Versus Performance Disclosure | Audit Committee Matters | Proposals to be Voted on During the Meeting |
Potential Payments Upon Termination or Change in Control
In the below Pay Versus Performance Table, we provide information about the compensation of our named executive officers (“NEOs”) and the results of certain financial performance measures for each of the last five fiscal years. The amounts shown below are calculated in accordance with Rule 402(v) of Regulation S-K. For further information concerning our pay-for-performance philosophy and how we align executive compensation with our performance, refer to our “Compensation Discussion and Analysis”.
Potential Payments Upon Termination or Change in Control
| Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(2) ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income (in millions) ($) | Company Selected Measure: ARR (in millions) ($) | | | | | | | TSR | Peer Group TSR | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 2,957,478 | 473,267 | 2,826,120 | 1,319,081 | 116.23 | 135.33 | 35.1 | 416.8 | | 2024 | 2,971,548 | 16,004,952 | 2,375,243 | 10,994,120 | 134.78 | 125.95 | (29.0) | 327.0 | | 2023 | 1,824,757 | 8,144,996 | 1,869,554 | 5,193,364 | 68.70 | 114.01 | (21.5) | 264.5 | | 2022 | 2,202,003 | (3,454,799) | 1,539,835 | (938,597) | 34.39 | 68.13 | (38.7) | 214.7 | | 2021 | 6,783,290 | (23,866,881) | 4,569,544 | (3,833,254) | 52.64 | 108.35 | (33.2) | 167.2 |
Potential Payments Upon Termination or Change in Control
| (1) Dr. Tianyi Jiang was our principal executive officer (“PEO”) for all of fiscal years 2021, 2022, 2023, 2024 and 2025. The other NEOs were Xunkai Gong, Brian Michael Brown and James Caci for all of fiscal years 2021, 2022, 2023, 2024 and 2025. |
Potential Payments Upon Termination or Change in Control
| (2) The following table shows the amounts deducted from and added to the Summary Compensation Table (“SCT”) total compensation to calculate “compensation actually paid” to our PEO and non-PEO NEOs in accordance with the pay versus performance rules. There were no equity awards that failed to meet vesting conditions during 2021, 2022, 2023, 2024 or 2025 for any of our NEOs. |
Potential Payments Upon Termination or Change in Control
| Year | Named Executive Officer | SCT Total for Covered Year ($) | Subtract Stock Award and Option Award Value as Reported in SCT for Covered Year ($) | Add Covered Year-End Value of Awards Granted in Covered Year and Outstanding and Unvested as of Covered Year-End ($) | Change in Value as of Covered Year-End (as Compared to Prior Year-End) of Equity Awards Granted Prior to Covered Year and Outstanding and Unvested as of Covered Year-End ($) | Change in Value as of Covered Year-End (as Compared to Prior Year-End) of Equity Awards Granted Prior to Covered Year that Vested During Covered Year ($) | Compensation Actually Paid ($) | | 2025 | PEO | 2,957,478 | 2,000,001 | 855,186 | (1,129,411) | (209,985) | 473,267 | | | Non-PEO NEOs | 2,826,120 | 1,933,326 | 1,402,841 | (804,364) | (172,189) | 1,319,081 | | 2024 | PEO | 2,971,548 | 999,997 | 6,092,322 | 6,083,967 | 1,857,112 | 16,004,952 | | | Non-PEO NEOs | 2,375,243 | 933,332 | 3,948,812 | 4,423,583 | 1,179,814 | 10,994,120 | | 2023 | PEO | 1,824,757 | 999,997 | 1,774,572 | 3,620,209 | 1,925,456 | 8,144,996 | | | Non-PEO NEOs | 1,869,554 | 1,133,333 | 2,079,554 | 1,634,493 | 743,096 | 5,193,364 | | 2022 | PEO | 2,202,003 | 1,500,003 | 786,354 | (3,564,175) | (1,378,978) | (3,454,799) | | | Non-PEO NEOs | 1,539,835 | 943,335 | 494,529 | (1,439,197) | (590,430) | (938,597) | | 2021 | PEO | 6,783,290 | 6,069,290 | 1,957,467 | (13,271,309) | (13,267,039) | (23,866,881) | | | Non-PEO NEOs | 4,569,544 | 4,042,342 | 1,413,726 | (4,924,198) | (849,984) | (3,833,254) |
Relationship Between Compensation Actually Paid and TSR, Peer Group TSR, Net Income and ARR
Relationship Between Compensation Actually Paid and TSR, Peer Group TSR, Net Income and ARR The following graphs show how compensation actually paid to our PEO and other NEOs compare to the Company’s TSR, peer group TSR, Net Income, and Annual Recurring Revenue.
Relationship Between Compensation Actually Paid and TSR, Peer Group TSR, Net Income and ARR
| Information About the Meeting and Security Ownership | Corporate Governance | Named Executive Officers | Pay Versus Performance Disclosure | Audit Committee Matters | Proposals to be Voted on During the Meeting |
Relationship Between Compensation Actually Paid and TSR, Peer Group TSR, Net Income and ARR
| Report of the Audit Committee of the Board of Directors of AvePoint, Inc. |
Relationship Between Compensation Actually Paid and TSR, Peer Group TSR, Net Income and ARR
John Ho, Janet Schijns, and Jeff Teper are the members of the Audit Committee. Each member of the Audit Committee is considered independent under the Nasdaq listing standards and under the SEC’s audit committee independence standards. Mr. Ho serves as Chair of the Audit Committee. The Audit Committee operates under a written charter adopted by AvePoint’s Board. During the fiscal year ended December 31, 2025, the Audit Committee of the Board reviewed with AvePoint’s financial managers and Deloitte, AvePoint’s independent registered public accounting firm, the scope of the annual audit and audit plans, the results of internal and external audit examinations, the evaluation of AvePoint’s system of internal controls, the quality of AvePoint’s financial reporting, and AvePoint’s process for legal and regulatory compliance. The Audit Committee also monitored the progress and results of the testing of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, as amended. Management is responsible for AvePoint’s system of internal controls, the financial statements and the financial reporting process, and the assessment of the effectiveness of internal control over financial reporting. Deloitte is responsible for performing an integrated audit and issuing opinions on AvePoint’s consolidated financial statements and internal control over financial reporting. As provided in its charter, the Audit Committee’s responsibilities include monitoring and overseeing these processes. The Audit Committee has reviewed and discussed the audited consolidated financial statements for the fiscal year ended December 31, 2025, with management. The review included, among other things:
Relationship Between Compensation Actually Paid and TSR, Peer Group TSR, Net Income and ARR
| ● | Deloitte’s reports to the Audit Committee regarding the conformity of AvePoint’s consolidated financial statements with U.S. Generally Accepted Accounting Principles; |
Relationship Between Compensation Actually Paid and TSR, Peer Group TSR, Net Income and ARR
| ● | Areas of audit emphasis, particularly those presenting the greatest risk of material misstatement to AvePoint’s consolidated financial statements; |
Relationship Between Compensation Actually Paid and TSR, Peer Group TSR, Net Income and ARR
| ● | The process used by management in formulating particularly sensitive accounting estimates and the basis for Deloitte’s conclusions regarding the reasonableness of these estimates; |
Relationship Between Compensation Actually Paid and TSR, Peer Group TSR, Net Income and ARR
| ● | The existence of audit adjustments and uncorrected consolidated financial statement misstatements; |
Relationship Between Compensation Actually Paid and TSR, Peer Group TSR, Net Income and ARR
| ● | The existence of deficiencies in the internal control over financial reporting and relevant remediation plan; and | | ● | Other material written communications between the independent registered public accounting firm and management. |
Relationship Between Compensation Actually Paid and TSR, Peer Group TSR, Net Income and ARR
Deloitte also communicated to the Audit Committee in writing any relationships between Deloitte and AvePoint and persons in financial reporting oversight roles at AvePoint and provided confirmation of their independence with respect to AvePoint as required under the Public Company Accounting Oversight Board (the “PCAOB”) rules and relevant professional and regulatory standards. Consistent with this oversight responsibility, Deloitte reports directly to the Audit Committee. The Audit Committee appointed Deloitte as AvePoint’s independent registered public accounting firm and approved the firm’s compensation. The Audit Committee discussed with Deloitte the matters required to be discussed by the SEC and the PCAOB. In addition, the Audit Committee has received from Deloitte the written disclosures and the letter required by the applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence and discussed with Deloitte the firm’s independence from AvePoint and its management. In reliance on the review and discussions referred to above, the Audit Committee recommended to the Board, and the Board has approved, the inclusion of the audited consolidated financial statements in AvePoint’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, for filing with the SEC.
Relationship Between Compensation Actually Paid and TSR, Peer Group TSR, Net Income and ARR
| Respectfully submitted, THE AUDIT COMMITTEE John Ho, Chair Janet Schijns Jeff Teper |
Relationship Between Compensation Actually Paid and TSR, Peer Group TSR, Net Income and ARR
| Independent Registered Public Accounting Firm |
Pre-Approval Policy
| Information About the Meeting and Security Ownership | Corporate Governance | Named Executive Officers | Pay Versus Performance Disclosure | Audit Committee Matters | Proposals to be Voted on During the Meeting |