DEF 14A of Paradium.AI, Inc., Nov 19, 2025

DEF 14A of Paradium.AI, Inc.

Filed Nov 19, 2025 · FY20240001493152-25-024271

Open on EDGAR

  1. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    PROPOSAL NO. 1 – ELECTION OF DIRECTORS

  2. Biographical and Related Information – Director Nominees and Executive Officers

    Biographical and Related Information – Director Nominees and Executive Officers The following is an overview of the biographical information for each of our director nominees and executive officers, including their age, the year they became directors or officers, to the extent applicable, their principal occupations or employment for at least the past five years, and certain of their other directorships. Nominees for Director H. Hunt Allred, 41, has served as one of our directors since October 2021. Currently and since May 2017, Mr. Allred has served as Director of Alternative Investments, leading investments on behalf of various Hunt Family entities, doing business as Petro-Hunt LLC. The Hunt Family entities are primarily focused on investing in technology, healthcare, and other venture opportunities. Currently and since June 2017, he also holds management positions with diversified investment firms RedCap Investments, LP and Mill Iron Operations, and medical diagnostics technology company mLife Diagnostics. Previously, Mr. Allred held roles at hedge funds Citadel LLC, from December 2016 to April 2017, and Vollero Beach Capital Partners, from June 2012 to September 2016, where he focused on public equity investing across the industrial, energy and utility sectors. Mr. Allred also previously served as an industrial public equity analyst at Aptigon Capital, a division of Citadel LLC, from October 2016 to April 2017. He held various roles at Commerce Street Capital, a private equity fund centered on investing in regional financial institutions. He began his career at ORIX USA, holding roles in both the corporate finance group, financing sponsored backed leverage buyouts, and the real estate structured credit group, working out distressed real estate assets. Mr. Allred received his Bachelor of Business Administration from Texas Christian University and M.B.A. from the University of Texas at Austin. Because of his extensive investment experience across multiple asset classes, with expertise including private equity, public equity, venture capital, credit origination, and structured credit resolutions, we believe Mr. Allred is qualified to serve as a director. Cavitt Randall, 47, has served as one of our directors since December 2023. Mr. Randall also served as our Chief Executive Officer on an interim basis from February 13, 2024 until April 19, 2024. Since August 2022, Mr. Randall has served as the Chief Executive Officer of MBX Clearing LLC, an investment firm registered broker-dealer that self-clears at Option Clearing Corporation (OCC). Prior to joining MBX Clearing LLC, from August 2018 to August 2022, Mr. Randall was the Chief Operating Officer of SI Capital LLC prior to it changing its name to MBX Group LLC. Prior to SI Capital LLC, from June 2000 to August 2018, Mr. Randall held various executive roles at GE Capital including roles as the Senior Vice President. Mr. Randall has over twenty years’ experience in equity, options and debt trading and holds Series 24 (General Securities Principal), Series 57 (Securities Trader) and FINRA SIE licenses. Mr. Randall holds a Bachelor of Arts in Finance from Michigan State University. We believe that Mr. Randall is qualified to serve as a director given his executive leadership experience and over twenty years’ experience in capital markets. Lynn Petersmarck, 52, has served as one of our directors since April 2025. Since 2015, she has served as the Senior Vice President of Agency 5 Media, the internal marketing agency for the brand 5-hour Energy and its affiliated companies. With over 30 years of experience in marketing, project management, and advertising in her career, she has managed and placed over $1 billion in advertising, contributing to the success and growth of 5-hour Energy into a billion-dollar retail brand. Ms. Petersmarck has worked with a number of media companies to execute media buys and programs and brings in-depth and knowledge and understanding of the client/customer perspective. Lynn’s career began in the marketing/advertising sales department of the Detroit Tigers, and she has worked with a diverse set of companies, including Atwater Block Brewery, a start-up brewery in Detroit and Apex Fitness, a dietary supplement company, and served as a member of the Strategic Event Marketing division for Campbell & Company marketing agency. We believe that Ms. Petersmarck is qualified to serve as a director given her breadth of experience in advertising and marketing management.

  3. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning compensation awarded to, earned by, or paid to each of our named executive officers for all services rendered in all capacities during 2023 and 2024:

  4. Summary Compensation Table

    | (a) Name and Principal Position | (b) Year | (c) Salary | (e) Stock Awards(1) | (f) Option Awards(1) | (g) Non-Equity Incentive Plan Compensation | (f) All Other Compensation(2) | (i) Total Compensation | | Manoj Bhargava (3) | 2024 | — | — | — | — | — | — | | President and Former Interim Chief Executive Officer | 2023 | — | — | — | — | — | — | | Paul Edmondson (4) | 2024 | 463,050 | — | — | — | 13,892 | 476,942 | | President, Platform | | | | | | | | | Geoffrey Wait (5) | 2024 | 108,333 | — | — | — | 3,667 | 112,000 | | Principal Financial Officer | | | | | | | | | Cavitt Randall (6) | 2024 | — | — | — | — | 85,000 | 85,000 | | Former interim Chief Executive Officer(6) | | | | | | | | | Kathryn Kulik | 2024 | 201,894 | — | — | — | 451,826 | 645,644 | | Former Chief Revenue Officer | 2023 | 106,250 | 282,800 | 82,959 | — | — | 472,009 | | Sara Silverstein | 2024 | 382,434 | — | — | — | 12,285 | 394,719 | | Former Chief Executive Officer | | | | | | | | | Douglas B. Smith | 2024 | 278,882 | — | — | — | 301,094 | 579,976 | | Former Chief Financial Officer | | | | | | | |

  5. Summary Compensation Table

    | (1) The fair value of stock awards and option awards granted during the years ended December 31, 2024 and 2023 was calculated in accordance with ASC 718. Refer to our consolidated financial statements for the year ended December 31, 2024 in Note 22, Stock-Based Compensation, filed as part of our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”) for valuation assumptions. | | (2) Amounts included in the “All Other Compensation” column of the Summary Compensation Table include: (a) for Mr. Edmondson, $13,892 in 401(k) matching contributions; (b) for Mr. Wait, $3,667 in 401(k) matching contributions (c) for Mr. Randall, director compensation including cash fees of $55,250 and restricted stock awards with a grant date fair value of $29,750; (d) for Ms. Kulik, $8,076 in 401(k) matching contributions and $443,750 in severance payments; (e) for Ms. Silverstein, $1,597 in Retroactive pay and $10,688 in 401(k) matching contributions; (f) for Mr. Smith, $12,289 in 401(k) matching contributions, $260,466 in severance payments and $28,339 in payment for accrued PTO. |

  6. Summary Compensation Table

    | (3) Mr. Bhargava served as our Interim Chief Executive Officer from December 11, 2023 until January 4, 2024 and as Co-President from February 16, 2024 through April 26, 2024. He has served as President since such date. Mr. Bhargava received no compensation for his services as Interim Chief Executive Officer, Co-President or President during 2024. | | (4) Mr. Edmondson served as President, Platform during 2024. In February 2025, subsequent to year end, Mr. Edmondson was appointed as interim Chief Executive Officer and then full Chief Executive Officer in March 2025. | | (5) Mr. Wait was appointed as Principal Financial Officer on August 6, 2024. Prior to this appointment, he served as senior financial advisor from June 2024 to August 2024. | | (6) Mr. Randall serves as Chairman of our board of directors since January 23, 2024. He also briefly served as Chief Executive Officer on an interim basis from February 13, 2024 until April 19, 2024, but received no separate compensation for interim service as Chief Executive Officer. His compensation as a director, as described under “Director Compensation” below, is shown in “All Other Compensation.” |

  7. Named Executive Officer Employment Agreements; Potential Payments Upon Termination or Change-of-Control

    Named Executive Officer Employment Agreements; Potential Payments Upon Termination or Change-of-Control Mr. Bhargava does not have an employment agreement with us and received no compensation for his services in 2024. Mr. Randall does not have an employment agreement with us and received no additional compensation for his services in 2024 beyond his compensation (as described herein) in connection with his service as a member of the Board of Directors. Mr. Edmondson is party to an employment agreement, dated January 1, 2021, and was paid a base salary of $486,203 as of the end of fiscal 2024. He is also eligible to earn an annual bonus under our Bonus Plan based on the achievement of performance goals set by the Compensation Committee, with a target bonus amount equal to 75% of base salary and is eligible to participate in Company incentive plans and employment benefits available to the Company’s other employees, as described in our definitive proxy statement filed on December 12, 2024. Upon a termination without cause, Mr. Edmondson would be entitled to severance equal to one year of base salary, up to 18 months of COBRA premium reimbursements and full vesting of all outstanding equity awards, in all cases subject to entry into a standard release agreement. Mr. Edmondson’s employment agreement also contains certain non-compete and non-solicitation provisions. Ms. Silverstein entered into an executive employment agreement with the Company upon her appointment as CEO on April 19, 2024. The employment agreement was terminable at will by either the Company or Ms. Silverstein. The employment agreement provided that Ms. Silverstein would be paid an annual base salary of $400,000 in 2024, subject to annual review by the Board. Ms. Silverstein was also eligible to earn an annual bonus based on the discretion of the Company’s board of directors (the “Board”). She was eligible to participate in Company incentive plans and also entitled to the same employment benefits available to the Company’s other employees, as well as to the reimbursement of business expenses during her term of employment. The employment agreement provided for various termination events, including termination without cause or for good reason (both as defined in the employment agreement), pursuant to which Ms. Silverstein would be entitled to certain COBRA reimbursement and incentive equity vesting acceleration. Ms. Silverstein was also subject to restrictive covenants with respect to the solicitation of employees, solicitation of customers, use of trade secrets, and competition with us for a period of up to one year after termination of the employment agreement. Ms. Silverstein’s employment with the Company ended on February 12, 2025. Mr. Wait entered into an executive employment agreement with the Company upon his appointment as Principal Financial Officer (“PFO”) on August 6, 2024. The employment agreement is terminable at will by either the Company or Mr. Wait. The employment agreement provides that Mr. Wait will be paid an annual base salary, subject to annual review by the Company’s board of directors (currently $225,000). Mr. Wait is also eligible to earn an annual bonus based on the discretion of the Board. He is eligible to participate in the Company’s incentive plans and is entitled to the same employment benefits available to the Company’s employees, as well as to the reimbursement of business expenses during his term of employment. The employment agreement provides for various termination events, including termination without cause or for good reason (both as defined in the agreement), pursuant to which Mr. Wait would be entitled to certain COBRA reimbursement. Mr. Wait is also subject to restrictive covenants with respect to the solicitation of employees, solicitation of customers, use of trade secrets, and competition with the Company for a period of up to one year after termination of the employment agreement.

  8. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following tables provide information concerning options to purchase shares of our Common Stock and stock awards held by the named executive officers on December 31, 2024.

  9. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | | Share Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares That Have Not Vested (#) | Market Value of Shares That Have Not Vested ($)(5) | Equity Incentive Plan Awards: Number of Shares That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Shares That Have Not Vested ($)(5) | | Paul Edmondson | 9/13/2018(1) | 4,546 | — | — | 8.82 | 9/13/2028 | — | — | — | — | | | 4/10/2019(1) | 219,837 | — | — | 8.82 | 4/10/2029 | — | — | — | — | | | 4/10/2019(2) | — | — | 16,488 | 8.82 | 4/10/2029 | — | — | — | — | | | 2/18/2021(1) | 66,519 | — | — | 8.82 | 2/18/2031 | — | — | — | — | | | 6/6/2022(3) | 20,833 | 4,167 | — | 10.69 | 6/06/2032 | — | — | — | — | | | 6/6/2022(4) | — | — | — | — | — | 4,167 | 5,584 | — | — | | Sara Silverstein | 12/21/2021(1) | 8,182 | — | — | 8.82 | 12/21/2031 | — | — | — | — | | | 6/6/2022(3) | 8,333 | 1,667 | — | 10.69 | 6/06/2032 | — | — | — | — | | Douglas B. Smith | 3/11/2019(1) | 45,455 | — | — | 8.82 | 3/11/2029 | — | — | — | — | | | 3/11/2019(1) | 22,728 | — | — | 8.82 | 3/11/2029 | — | — | — | — | | | 4/10/2019(1) | 48,364 | — | — | 8.82 | 4/10/2029 | — | — | — | — | | | 2/18/2021(1) | 49,890 | — | — | 8.82 | 2/18/2031 | — | — | — | — | | | 6/6/2022(1) | 25,000 | — | — | 10.69 | 6/06/2032 | — | — | — | — |

  10. Outstanding Equity Awards at Fiscal Year-End

    | (1) Represents an option grant that is fully vested. | | (2) Represents an option granted to Mr. Edmondson’s wife that would vest upon the meeting of certain performance criteria. | | (3) Represents an option grant that vested one third on June 6, 2023 and then 24 equal monthly installments thereafter. | | (4) Represents a restricted stock unit award that vested one third on June 6, 2023 and then 24 equal monthly installments thereafter. | | (5) The market value of these unvested awards was calculated using the closing price of our common stock as of December 31, 2024, the last trading day of the year, which was $1.34. |

  11. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  12. Director Compensation

    Director Compensation The following table provides information for the year ended December 31, 2024 regarding all compensation awarded to, earned by, or paid to each person who served as a director for some portion or all of 2024.

  13. Director Compensation

    | (a) Name of Director | (b) Fees Earned or Paid in Cash(1) | (c) Stock Awards(2) | (h) Total | | H. Hunt Allred | $87,750 | $47,250 | $135,000 | | Laura Lee | 87,750 | 47,250 | 135,000 | | Christopher Petzel | 87,750 | 47,250 | 135,000 | | Carlo Zola | 87,750 | 47,250 | 135,000 | | Cavitt Randall | 55,250 | 29,750 | 85,000 | | Christopher Fowler | 55,250 | 29,750 | 85,000 |

  14. Director Compensation

    | (1) Fees Earned or Paid in Cash set forth in column (b) includes all meeting and retainer fees paid quarterly in cash. | | (2) Restricted stock awards were issued pursuant to the 2022 Plan and our Director Compensation Policy. Each of these restricted stock awards were fully vested as of December 31, 2024. The table reflects the fair value of the stock awards calculated in accordance with FASB ASC 718. Refer to our consolidated financial statements for the year ended December 31, 2024 in Note 22, Stock-Based Compensation, filed as part of our Annual Report. |

  15. Director Compensation Policies

    Director Compensation Policies Our current Director Compensation Policy for our non-employee directors provides that the non-employee directors will be granted quarterly a restricted stock award of a number of shares of our common stock equal in value to an annual total of $50,000 and annual cash compensation to each non-employee director of $50,000, payable in four equal quarterly installments at each quarter end.

  16. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following disclosure regarding executive compensation for our principal executive officers (“PEO”) and our other named executive officers (“Non-PEO NEOs”) serving in and Company performance for the fiscal years listed below. For additional information concerning our pay-for-performance philosophy and how we structure our executive compensation to drive and reward performance, see the section titled “Executive Compensation.” The information contained in this Pay Versus Performance section will not be incorporated into any of the Company’s filings under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates such information by reference therein.

  17. Pay Versus Performance

    | Fiscal Year (1) | Summary Compensation Table Total for Former PEO - Mr. Levinsohn | Compensation Actually Paid to Former PEO - Mr. Levinsohn (2) | Summary Compensation Table Total for Former PEO - Mr. Randall | Compensation Actually Paid to Former PEO - Mr. Randall (2) | Summary Compensation Table Total for Former PEO - Ms. Silverstein | Compensation Actually Paid to Former PEO - Ms. Silverstein (2) | Average Summary Compensation Table Total for Non-PEO NEOs (2) | Average Compensation Actually Paid to Non-PEO NEOs (2) | Total Shareholder Return (3) | Net Income (Loss) (4) | | 2024 | $- | $- | $85,000 | $82,851 | $394,719 | $394,719 | $455,660 | $289,254 | $9.52 | $(100,710,000) | | 2023 | $742,708 | $504,634 | $- | $- | $- | $- | $605,605 | $(520,850) | $16.90 | $(55,582,000) | | 2022 | $3,860,658 | $3,604,568 | $- | $- | $- | $- | $1,607,796 | $1,401,026 | $75.36 | $(70,858,000) |

  18. Pay Versus Performance

    1. The following table lists the PEO and Non-PEO NEOs for each of fiscal years 2024, 2023, and 2022.

  19. Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2024 | Mr. Bhargava (Interim and no compensation reported in the Summary Compensation Table), Mr. Randall, and Ms. Silverstein | Geoffrey Wait, Douglas Smith, Kathryn Kulik, and Paul Edmondson | | 2023 | Mr. Bhargava (interim and no compensation reported in the Summary Compensation Table), Mr. Levinsohn | Grady Tripp, Kathryn Kulik, Avi Zimak, and Henry Robertson Barrett | | 2022 | Mr. Levinsohn | Avi Zimak and Henry Robertson Barrett |

  20. Pay Versus Performance

    | 2. | Average Summary Compensation for Non-PEO NEOs has been calculated based on the requirements and methodology set forth inapplicable SEC rules (Item 402(v) of Regulation S-K) and the dollar amounts reported for Compensation for Non-PEO NEOs represent the average amount of the NEOs (excluding our PEOs) for the applicable year. The details for the Compensation Actually Paid calculation for 2023 and 2022 are available in the prior year’s proxy statement. To calculate Compensation Actually Paid for 2024 the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table. |

  21. Pay Versus Performance

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for 2024: | | | | | Adjustments | Former PEO - Mr. Randall ($) | Former PEO - Ms. Silverstein ($) | Non-PEO NEOs ($) | | Total compensation from SCT | $85,000 | $394,719 | $455,660 | | Adjustments to calculate Compensation Actually Paid | | | | | Deduction amounts for stock awards granted reported under the “All Other Compensation” column in the Summary Compensation Table for awards received in capacity as directory | (29,750) | - | - | | Increase for fair value of awards granted during year that vest during year | 27,601 | - | - | | Deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end | - | - | (5,161) | | Deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | - | - | (128,237) | | Deduction for fair value as of prior year-end of awards granted in prior years that failed to meet applicable vesting conditions during the fiscal year | - | - | (33,008) | | Compensation Actually Paid (as calculated) | $82,851 | $394,719 | $289,254 |

  22. Pay Versus Performance

    3. Total shareholder return (“TSR”) assumes an investment of $100 on December 31, 2021, the start of the measurement period, and the reinvestment of any dividends. 4. The dollar amounts reported represent the amount of net loss reflected in our audited financial statements for the applicable fiscal year as disclosed in our Annual Report.

  23. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance table. For further information concerning our pay-for-performance philosophy and how we structure our executive compensation to drive and reward performance, refer to “Executive Compensation.”

  24. Chart Showing Graphical Relationship Between PEOs and Non-PEO NEOs Compensation Actually Paid and TSR

    Chart Showing Graphical Relationship Between PEOs and Non-PEO NEOs Compensation Actually Paid and TSR

  25. Chart Showing Graphical Relationship Between PEOs and Non-PEO NEOs Compensation Actually Paid and TSR

    | * “CAP” stands for “Compensation Actually Paid” and is presented in thousands. ** “TSR” stands for “or Total Shareholder Return.” Mr. Bhargava had no compensation reported in the Summary Compensation Table in 2024 or 2023 and thus, is not shown in the graph provided. |

  26. Chart Showing Graphical Relationship Between PEOs and Non-PEO NEOs Compensation Actually Paid and Net Income (Loss)

    Chart Showing Graphical Relationship Between PEOs and Non-PEO NEOs Compensation Actually Paid and Net Income (Loss)

  27. Chart Showing Graphical Relationship Between PEOs and Non-PEO NEOs Compensation Actually Paid and Net Income (Loss)

    | * “CAP” stands for “Compensation Actually Paid” and is presented in thousands. Mr. Bhargava had no compensation reported in the Summary Compensation Table in 2024 or 2023 and thus, is not shown in the graph provided. |