DEF 14A of Evolv Technologies Holdings, Inc., Apr 15, 2024

DEF 14A of Evolv Technologies Holdings, Inc.

Filed Apr 15, 2024 · FY20230001628280-24-016221

Open on EDGAR

  1. Waltham, Massachusetts 02451

    | NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | | | PROXY STATEMENT | 1 | | Proposals | 1 | | Recommendations of the Board | 2 | | Information About This Proxy Statement | 2 | | QUESTIONS AND ANSWERS ABOUT THE 2023 ANNUAL MEETING OF STOCKHOLDERS | 3 | | PROPOSALS TO BE VOTED ON | 8 | | Proposal 1: Election of Directors | 8 | | Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm | 14 | | REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 15 | | INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERS | 16 | | Proposal 3: Approval of the amendment to Second Amended and Restated Certificate of Incorporation | 17 | | Proposal 4: Approval of, on an advisory (non-binding) basis, the Say-on-Pay Vote | 19 | | Proposal 5: Approval of, on an advisory (non-binding) basis, the annual frequency of future Say-on-Pay Votes | 20 | | EXECUTIVE OFFICERS | 21 | | CORPORATE GOVERNANCE | 22 | | General | 22 | | Board Composition | 22 | | Director Independence | 22 | | Director Candidates | 22 | | Communications from Stockholders | 23 | | Board Leadership Structure and Role in Risk Oversight | 23 | | Oversight of Environmental, Social, and Governance Matters | 24 | | Code of Business Conduct and Ethics | 24 | | Anti-Hedging and Pledging Policy | 24 | | Attendance by Members of the Board of Directors at Meetings | 24 | | COMMITTEES OF THE BOARD | 26 | | Audit Committee | 26 | | Compensation Committee | 26 | | Nominating and Corporate Governance Committee | 27 | | Technology Committee | 27 | | Investment Committee | 28 | | EXECUTIVE AND DIRECTOR COMPENSATION | 29 | | Summary Compensation Table | 29 | | Narrative Disclosure to Summary Compensation Table | 29 | | Employment Agreements and Executive Severance and Change in Control Plan | 30 | | Outstanding Equity Awards at 2023 Fiscal Year End | 33 | | Director Compensation | 34 | | Pay Versus Performance (PvP) | 35 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 40 | | DELINQUENT SECTION 16(a) REPORTS | 43 | | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 44 | | STOCKHOLDERS’ PROPOSALS | 46 | | OTHER MATTERS | 46 | | SOLICITATION OF PROXIES | 46 | | EVOLV’S ANNUAL REPORT ON FORM 10-K | 47 | | APPENDIX A-1 | 47 | | APPENDIX A-2 | 47 |

  2. Proposal 1: Election of Directors

    Proposal 1: Election of Directors At the Annual Meeting, three (3) Class III Directors are to be elected to hold office until the Annual Meeting of Stockholders to be held in 2027 and until each such director’s respective successor is elected and qualified or until each such director’s earlier death, resignation or removal. We currently have ten (10) directors on our Board. Our current Class III Directors are Michael Ellenbogen, Peter George, and Rajan Naik, who have served on our Board since 2021, 2021, and 2023 respectively. The Board has nominated Michael Ellenbogen, Peter George, and Rajan Naik for election as Class III Directors at the Annual Meeting. As set forth in our Second Amended and Restated Certificate of Incorporation, the Board of Directors is currently divided into three classes with staggered, three-year terms. 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. The current class structure is as follows: Class I, whose term will expire at the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”); Class II, whose term will expire at the 2026 Annual Meeting of Stockholders; and Class III, whose current term will expire at the 2024 Annual Meeting of Stockholders and, if elected at the Annual Meeting, whose subsequent term will expire in 2027. The current Class I Directors are Kevin Charlton, Kimberly Sheehy, and Bilal Zuberi; the current Class II Directors are Neil Glat, David Mounts Gonzales, Merline Saintil, and Mark Sullivan; and the current Class III Directors are Michael Ellenbogen, Peter George, and Rajan Naik. Our Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide that the authorized number of directors may be changed from time to time by the Board of Directors. Any additional directorships resulting from an 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 of Directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds (66 and 2∕3%) of our outstanding voting stock entitled to vote in the election of directors. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of Class A common stock represented thereby in accordance with the Board’s recommendations for the election as Class III Directors of the persons whose names and biographies appears below. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proposal. In the event that any of Michael Ellenbogen, Peter George, and Rajan Naik should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board of Directors or the Board may elect to reduce its size. The Board of Directors has no reason to believe that any of Michael Ellenbogen, Peter George, and Rajan Naik will be unable to serve if elected. Each of Michael Ellenbogen, Peter George, and Rajan Naik has consented to being named in this proxy statement and to serve if elected.

  3. Michael Philip Ellenbogen

    Michael Philip Ellenbogen Michael Philip Ellenbogen has been our Chief Innovation Officer and a director since July 2021. Prior to that, Mr. Ellenbogen co-founded Legacy Evolv with Anil R. Chitkara in July 2013 and served as Legacy Evolv’s Head of Advanced Technology since January 2020. Prior to that, Mr. Ellenbogen served as the Legacy Evolv’s Chief Executive Officer from August 2013 to January 2020. Prior to co-founding Evolv, Mr. Ellenbogen was the founder, President and Chief Executive Officer of Reveal Imaging Technologies, an X-ray imaging systems company focusing on automated explosives detection, from 2002 to 2010. Prior to joining Reveal, Mr. Ellenbogen was the Vice President of Research & Development and Business Development of PerkinElmer Detection Systems, a provider of X-ray-based security technologies, from 1994 to 2002. During his 25-plus year career in the security industry, Mr. Ellenbogen has proven his expertise in product and business development, as well as stakeholder value creation. In addition, Mr. Ellenbogen is an inventor with over 20 awarded patents. Mr. Ellenbogen received a Bachelor of Arts degree in Physics from Colgate University in 1986. We believe that Mr. Ellenbogen is qualified to serve on Evolv’s Board based on his broad technical background, including his experience as founder and officer of Evolv.

  4. Peter G. George

    Peter G. George Peter G. George has served as our President and Chief Executive Officer and director since July 2021. Prior to that, Mr. George served as Chief Executive Officer and President of Legacy Evolv since January 2020. Prior to assuming the role of Chief Executive Officer at Legacy Evolv, Mr. George served as Chief Commercial Officer of Legacy Evolv from February 2019 to December 2019. Prior to joining Legacy Evolv, Mr. George served as President, Chief Executive Officer, and Chairman of Fidelis Cybersecurity, a company focused on threat and data breach detection, from March 2008 to August 2019. Mr. George also served as the Chief Executive Officer of Empow Cybersecurity, a company offering intelligent, Al and natural language processing solutions to reduce false positives during threat detection, from March 2018 to November 2018. Mr. George serves on the Board of Directors of Corero Network Security PLC (LON: CNS), including its Compensation Committee, since January 2019. Mr. George received a Bachelor of Arts degree in History from the College of the Holy Cross in 1981. We believe that Mr. George is qualified to serve on Evolv’s Board based on his experience serving as chief executive officer of many technology-driven companies, including Evolv.

  5. Rajan Naik

    Rajan Naik Rajan Naik, Ph.D., has been a director on our Board since November 2023. He has served as senior vice president, Strategy & Ventures, for Motorola Solutions, Inc. (NYSE: MSI) since 2016. He is responsible for the corporate strategy organization, mergers and acquisitions, venture capital portfolio and competitive and market intelligence. Prior to joining Motorola, Dr. Naik was senior vice president and chief strategy officer at Advanced Micro Devices and before that was a partner in the technology practice at McKinsey & Company. Dr. Naik has served on the board of directors for CSG Systems International Inc. (Nasdaq: CSG) since August 2018. He earned a bachelor's degree in engineering from Cornell University and a doctorate in engineering from the Massachusetts Institute of Technology. We believe that Dr. Naik is qualified to serve on Evolv’s Board based on his broad experience in strategy and technology as well as extensive M&A experience having led over 30 acquisitions in the safety and security industry. Continuing members of the Board of Directors:

  6. Class I Directors (terms to expire at the 2025 Annual Meeting)

    Class I Directors (terms to expire at the 2025 Annual Meeting) The current members of the Board of Directors who are Class I Directors are as follows:

  7. Class I Directors (terms to expire at the 2025 Annual Meeting)

    | Name | Age | Served as a Director Since | Position with Evolv | | Kevin Charlton | 58 | 2021 | Director | | Kimberly Sheehy | 59 | 2021 | Director | | Bilal Zuberi | 48 | 2021 | Director |

  8. Class I Directors (terms to expire at the 2025 Annual Meeting)

    The principal occupations and business experience, for at least the past five years, of each Class I Director are as follows:

  9. Kevin Charlton

    Kevin Charlton Kevin Charlton has been a director on our Board since July 2021 and also serves as Chairman of Give Evolv LLC. He previously served as the Chief Executive Officer of NewHold Investment Company, the special purpose acquisition corporation that merged with Evolv in 2021. Mr. Charlton has been the Co-Chairman of NewHold Enterprises LLC since 2017 and has spent more than 20 years in private equity. Prior to NewHold, Mr. Charlton was with JPMorgan (NYSE: JPM), Investcorp, and Macquarie (ASX: MQG). Mr. Charlton has served on more than 25 Boards of Directors in all relevant roles, and in almost all cases as Chairman or Lead Director on behalf of the majority owner. Prior to his career in private equity, Mr. Charlton was with McKinsey and Company in New York and NASA Headquarters in Washington, DC. Mr. Charlton currently serves as Chairman of American AllWaste LLC since May 2018; and serves on the Boards of Macro Energy LLC, a high efficiency lighting company and F&S Tools, a high-end tooling manufacturer. In addition, from January 2014 through October 2019, Mr. Charlton served in various roles for Hennessy Capital Acquisition Corp I, II, and III, including as President, Chief Operating Officer, and Vice Chairman. From September 2012 to January 2024, Mr. Charlton served on the Board of Spirit Realty Capital (NYSE: SRC). Mr. Charlton received his Bachelor’s degree in Aerospace Engineering cum laude from Princeton University in 1988, his Master of Science in Aerospace Engineering with Distinction from the University of Michigan in 1990, and his Master of Business Administration with Honors from the Kellogg School at Northwestern University in 1995. We believe that Mr. Charlton is qualified to serve on Evolv’s Board based on his broad private equity and public company experience.

  10. Kimberly Sheehy

    Kimberly Sheehy Kimberly Sheehy has been a director on our Board since July 2021. From March 2019 to May 2020, she was the Chief Financial Officer of ResMan LLC, a privately-owned software company providing software solutions to multi-family residential property managers. Previously, from April 2018 to March 2019, she served as Chief Financial Officer of Lori's Gifts, Inc., a privately-owned retail company serving hospitals throughout the United States. From November 2015 to October 2017, Ms. Sheehy served as the Chief Financial Officer of StackPath, LLC, an edge computing platform provider, and from November 2012 to October 2015, Ms. Sheehy served as Chief Financial & Administrative Officer of CyrusOne Inc. (NASDAQ: CONE), a public high-growth real estate investment trust specializing in engineering, building and managing data center properties. She has also held various senior roles at Cincinnati Bell Inc. Ms. Sheehy serves on the Board of Directors of Shift Technologies Inc. (Nasdaq: SFT) and the Board of Directors and as the Chair of the Audit Committee and member of the Compensation Committee and Nominating and Corporate Governance Committee of CVB Financial Corp (NASDAQ: CVBF). In addition, Ms. Sheehy has been a Certified Public Accountant since 1990. Ms. Sheehy earned a Bachelor of Science degree in accounting from the University of Cincinnati in 1989. We believe that Ms. Sheehy is qualified to serve on Evolv's board based on her extensive executive, managerial, accounting and public company experience.

  11. Bilal Zuberi

    Bilal Zuberi Bilal Zuberi has been a director on our Board since July 2021. Since May 2013, Mr. Zuberi has been a partner at Lux Capital, a firm that invests in technology start-ups. At Lux Capital, Mr. Zuberi has led Lux’s investments in Applied Intuition, OpenSpace, Saildrone, Nozomi Networks, DesktopMetal (NYSE: DM), Zededa, Ironclad, Aurora Solar, Fiddler, Commure, Copia Automation, Cloaked, Kinetic Automation, Happiest Baby, Lumafield, Paradigm Inc, and Tendo. Prior to joining Lux Capital, Mr. Zuberi was a principal at General Catalyst Partners from October 2008 to May 2013, where he led the firm’s investments in deep tech, including energy, robotics, medtech, and hardware and software systems. Before becoming an investor, he co-founded GEO2 Technologies in January 2004. Earlier in his career, Mr. Zuberi was a management consultant at The Boston Consulting Group from September 2003 to May 2004, where he advised management teams in complex business and strategy issues. Mr. Zuberi is a member of the Advisory Board of the Lemelson Foundation and has served on the boards of multiple private companies, including serving as a member of certain of such companies’ audit and compensation committees. Mr. Zuberi has also served as a member of Desktop Metal Inc.’s (NYSE: DM) Board of Directors and Audit Committee since December 2020. Mr. Zuberi received a Bachelor of Science degree in Chemistry from The College of Wooster in 1998 and a Ph.D. in Physical Chemistry (with a focus in materials and analytical chemistry) from the Massachusetts Institute of Technology in 2003. We believe Mr. Zuberi is qualified to serve on Evolv’s Board based on his experience working with physical infrastructure and technology companies.

  12. Class II Directors (terms to expire at the 2026 Annual Meeting)

    Class II Directors (terms to expire at the 2026 Annual Meeting) The current members of the Board of Directors who are Class II Directors are as follows:

  13. Class II Directors (terms to expire at the 2026 Annual Meeting)

    | Name | Age | Served as a Director Since | Position with Evolv | | Neil Glat | 56 | 2021 | Director | | David Mounts Gonzales | 60 | 2023 | Director | | Merline Saintil | 47 | 2021 | Director | | Mark Sullivan | 69 | 2021 | Director |

  14. Class II Directors (terms to expire at the 2026 Annual Meeting)

    The principal occupations and business experience, for at least the past five years, of each Class II Director are as follows:

  15. Neil Glat

    Neil Glat Neil Glat has been a director on our Board since July 2021 and Chairman of our Board since November 2023. He was appointed in December 2021 as Co-President, Americas for SPORTFIVE, a global sports, entertainment, and marketing agency and operated in that role until February 2024. From September 2019 to Present, Mr. Glat has been the Managing Member of NG Strategies, LLC and has been serving on advisory boards and providing strategic advice to sports, media, and technology businesses. From April 2012 through August 2019, Mr. Glat served as President of the New York Jets, and, from September 2019 to March 2020, he was a Senior Advisor to the New York Jets. Prior to that, Mr. Glat was a senior executive at the National Football League for 15 years, where he oversaw corporate development and strategy, and has previous experience in management consulting at McKinsey & Company and investment banking at Dillon, Read & Co. Mr. Glat is currently a Senior Advisor for Arctos Sports Partners, a private equity platform focused on the professional sports industry. He also is on the Board of ASM Global, a privately-held company which is the world’s largest stadium, arena, convention center, and venue management company and which was formed by the merger of SMG and AEG Facilities. Mr. Glat previously served on the board of NewHold Investment Corp. I, a publicly-traded SPAC, from July 2020 to July 2021. In addition, Mr. Glat serves on many philanthropic boards. Mr. Glat has extensive operating and strategic experience in sports, entertainment, media, and hospitality. During his more than 25 years in combined tenures at the New York Jets, the National Football League, SPORTFIVE, and professional service firms, Mr. Glat has consistently focused on, among other things, driving revenue growth, increasing consumer engagement, identifying new businesses, encouraging innovation, developing forward-looking strategies, and executing strategic transactions and deals. Mr. Glat earned a Bachelor of Sciences in Economics from The Wharton School at the University of Pennsylvania and a JD from Harvard Law School. We believe that Mr. Glat is qualified to serve on Evolv’s Board based on his experience in sports (in particular with professional sports franchises) and related industries and the leadership roles he has had.

  16. David Mounts Gonzales

    David Mounts Gonzales David Mounts Gonzales has been a director on our Board since November 2023. He retired from Inmar Intelligence, Inc. (“Inmar”) in April 2022 and completed 6 months of transition, leaving Inmar in October 2022. He joined Inmar as Chief Executive Officer in April 2010 and assumed the additional role of Chairman in February 2014. During his tenure he transformed Inmar from a small business service company to a market leading data platform and software business for nearly 20,000 retail and healthcare companies. Mr. Mounts Gonzales is currently a managing partner at Aero X Ventures, a venture fund focused on Advanced Air Mobility. Prior to joining Inmar, Mr. Mounts Gonzales served as Executive Vice President of Supply Chain for Domino’s Pizza, Inc. (“Domino’s”) from October 2007 to April 2010. He also served as Domino’s Chief Financial Officer from 2005 to 2007. Mr. Mounts Gonzales was part of the leadership team that transformed Domino's product taste, e-commerce, and supply chain. Prior to Domino’s, Mr. Mounts Gonzales held several positions of increasing seniority during his 23-year tenure at UPS, which he joined in July 1983. Mr. Mounts Gonzales holds an MBA from The Wharton School, University of Pennsylvania, and a Bachelor of Science from University of Nevada, Las Vegas. Mr. Mounts Gonzales previously served on the boards of Papa Murphy’s Holdings, Inc. from 2014 to 2019 and Inmar Intelligence, Inc. from 2010 to 2022. He was past Chairman of the Wharton Alumni Executive Board and currently serves on the Wharton Graduate Executive Board, the Elliott Aviation Board, and is an Advisor to Corridor Capital. He previously served on the Board of Visitors for the Wake Forest University School of Business, and is a founding member of the Advisory Board for Wake Forest Innovation Quarter. We believe Mr. Mounts Gonzales is qualified to serve on the Board based on his broad experience and the executive leadership roles he has held.

  17. Merline Saintil

    Merline Saintil Merline Saintil has been a director on our Board since July 2021. Ms. Saintil has served as a technology and business executive at Fortune 500 and privately-held companies, including Intuit, Yahoo, PayPal, Adobe, Joyent, and Sun Microsystems. From 2019 to 2020, she was the Chief Operating Officer, R&D-IT of Change Healthcare Inc. Prior to that, Ms. Saintil held the position of Head of Operations, Product & Technology with Intuit Inc. from November 2014 until August 2018. Ms. Saintil has served on the Boards of Directors of TD Synnex Corp. (NYSE: SNX) since 2021, Rocket Lab USA, Inc. (NASDAQ: RKLB) since 2021, Symbotic Inc. (NASDAQ: SYM) since 2021, GitLab Inc. (NASDAQ: GTLB) since 2020, Lightspeed Commerce Inc. (NYSE: LSPD) from 2020 to 2022, Alkami Technology, Inc. (NASDAQ: ALKT) from 2020 to 2022, ShotSpotter Inc. (NASDAQ: SSTI) from 2019 to 2021, and Banner Corporation (NASDAQ: BANR) from 2017 to 2022. She is a member of the Audit Committee at TD Synnex. She is the Chair of the Compensation Committee at Rocket Lab and member of the Compensation Committee at Gitlab. She is the Chair of the Nominating and Corporate Governance Committee at Symbotic. Ms. Saintil has received numerous accolades during her career, most recently being named Women lnc.'s 2019 Most Influential Corporate Board Director. In prior years, she was ranked one of the Most Powerful Women Engineers in the World by Business Insider magazine, she was recognized as a Women of Influence 2017 by Silicon Valley Business Journal and she has earned a Lifetime Achievement Award from Girls in Tech. She is certified in Cybersecurity Oversight by the National Association of Corporate Directors and the Carnegie Mellon Software Engineering Institute. Ms. Saintil earned a Bachelor of Science degree in Computer Science from Florida A&M University in 1998 and a Master of Science degree in Software Engineering Management from Carnegie Mellon University in 2005, and has completed Stanford Directors' College and Harvard Business School's executive education program. We believe Ms. Saintil is qualified to serve on Evolv's Board based on her broad corporate background and service on the boards of directors of technology public companies. Our Board of Directors do not believe that Ms. Saintil's outside boards (5 in total, including Evolv's Board) or other commitments limit her ability to devote sufficient time and attention to her duties as a director of the Company. Ms. Saintil has demonstrated that she has effectively balanced her responsibilities of serving on the Board of Directors.

  18. Mark Sullivan

    Mark Sullivan Mark Sullivan has been a director on our Board since July 2021. Since January 2018, Mr. Sullivan has been the owner of Mark Sullivan Consulting in St. Petersburg Beach, Florida. Prior to that, Mr. Sullivan was a Principal at Global Security and Innovative Strategies from February 2013 to December 2017. Before entering the private sector, Mr. Sullivan was a federal agent for 35 years, 30 years as a special agent with the U.S. Secret Service, serving in a variety of leadership roles. He was appointed Director of the Secret Service by the President in May 2006 and served in that position until February 2013. Mr. Sullivan served on the Board of Directors of Command Security Corporation (now known as Prosegur Compania de Seguridad SA (BME:PSG)), a full-service security solutions company, from July 2013 to January 2019. Mr. Sullivan received his Bachelor of Science degree in Criminal Justice from St. Anselm College in 1977. We believe Mr. Sullivan is qualified to serve on Evolv’s Board based on his experience working in security services, both in the public and private sectors.

  19. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION This section discusses the material components of the executive compensation program for our executive officers who are named in the “2023 Summary Compensation Table” below. In 2023, our “named executive officers” and their positions were as follows: •Peter George, who serves as Chief Executive Officer and President and is our principal executive officer; •Mark Donohue, who serves as Chief Financial Officer and is our principal financial officer and principal accounting officer; and •Jay Muelhoefer, who serves as Chief Commercial Officer

  20. Summary Compensation Table

    Summary Compensation Table The following table presents information regarding the total compensation of our named executive officers for the years ended December 31, 2022 and 2023:

  21. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Peter George Chief Executive Officer and President | 2023 | 513,865 | 1,874,998 | 1,874,999 | 563,925 | — | 4,827,787 | | | 2022 | 474,000 | 1,513,249 | 1,499,998 | 337,725 | — | 3,824,972 | | Mark Donohue Chief Financial Officer | 2023 | 400,962 | 1,100,000 | 1,100,000 | 262,560 | 4,009 | 2,867,531 | | | 2022 | 213,462 | 3,606,539 | — | 103,313 | — | 3,923,314 | | Jay Muelhoefer Chief Commercial Officer(4) | 2023 | 74,038 | 3,249,998 | — | — | — | 3,324,036 |

  22. Summary Compensation Table

    ___________________ (1)Amounts reflect the full grant-date fair value of restricted stock units (“RSUs”) granted during 2022 and 2023 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. Amounts for 2022 include performance-based RSUs based on target performance valued at $13,250 for Mr. George and $6,540 for Mr. Donohue. Assuming maximum performance, the grant date fair value attributable to such awards would have been $16,563 for Mr. George and $8,175 for Mr. Donohue. We provide information regarding the assumptions used to calculate the value of RSUs in Notes 2 and 15 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. (2)Amounts reflect the full grant-date fair value of stock options granted during 2022 and 2023 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of option awards in Notes 2 and 15 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. (3)Amounts reflect annual performance-based cash bonuses. (4)Mr. Muelhoefer commenced employment with us as our Chief Commercial Officer in October 2023.

  23. 2023 Director Compensation

    2023 Director Compensation Our board of directors adopted, and our stockholders approved, a non-employee director compensation program, which was updated in July 2023 (the “Director Compensation Policy”). The material terms of the Director Compensation Policy are summarized below. Each non-employee director will be paid cash compensation as set forth below. All amounts for service as a chairperson of the board of directors or a committee thereof are in addition to the amount for service as a member of our board of directors. Annual cash retainers will be paid in quarterly installments in arrears and will be pro-rated for any partial calendar quarter of service.

  24. 2023 Director Compensation

    | Named Executive Officer | Annual Retainer | | Member of the Board of Directors | $40,000 | | Chair of the Board of Directors | $40,000 | | Audit Committee Chair | $20,000 | | Audit Committee Member | $8,000 | | Compensation Committee Chair | $12,000 | | Compensation Committee Member | $5,000 | | Nominating and Corporate Governance Committee Chair | $10,000 | | Nominating and Corporate Governance Committee Member | $5,000 | | Investment Committee Chair | $10,000 | | Investment Committee Member | $5,000 |

  25. 2023 Director Compensation

    An eligible director who is serving on the board of directors as of the date of the annual meeting of Evolv’s stockholders each calendar year will be granted, on such annual meeting date, a RSU award with a value of $155,000 (each, an “Annual Grant”). Each Annual Grant will vest in full on the earlier to occur of (A) the first anniversary of the applicable grant date and (B) the date preceding the date of the next annual meeting following the grant date, subject to such eligible director’s continued service through the applicable vesting date. Each annual grant will vest in full upon a change in control of our company (as defined in the Incentive Award Plan). Compensation under our Director Compensation Policy will be subject to the annual limits on non-employee director compensation set forth in the Incentive Award Plan. The following table sets forth the compensation earned by our non-employee directors during 2023:

  26. 2023 Director Compensation

    | Name | | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Kevin Charlton | (2) | $40,709 | $144,996 | $185,705 | | Alan Cohen | (3), (4) | $— | $— | $— | | Neil Glat | (2) | $60,903 | $144,996 | $205,899 | | David Mounts Gonzales | (2) | $12,000 | $88,750 | $100,750 | | John Kedzierski | (3), (4) | $— | $— | $— | | Rajan Naik | (3) | $— | $— | $— | | Merline Saintil | (2) | $56,750 | $144,996 | $201,746 | | Kimberly Sheehy | (2) | $66,403 | $144,996 | $211,399 | | Mark Sullivan | (2) | $45,000 | $169,993 | $214,993 | | Bilal Zuberi | (2) | $40,000 | $144,996 | $184,996 |

  27. 2023 Director Compensation

    ___________________ (1)Amounts reflect the full grant-date fair value of stock awards granted during 2023 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock awards made to our directors in Notes 2 and 15 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. (2)During the year ended December 31, 2023, Mr. Charlton, Mr. Glat, Ms. Saintil, Ms. Sheehy, Mr. Sullivan and Mr. Zuberi were each granted 25,846 restricted stock units. Mr. Mounts Gonzales was granted 20,544 restricted stock units. Mr. Sullivan was also granted 8,012 restricted stock units for his services on Evolv’s Advisory Board. (3)During the year ended December 31, 2023, Mr. Cohen, Mr. Kedzierski, and Mr. Naik waived compensation for their roles as non-employee directors. (4)Mr. Cohen and Mr. Kedzierski resigned from the board of directors on November 2, 2023.

  28. Pay Versus Performance Table (PvP)

    Pay Versus Performance Table (PvP) The table below shows compensation actually paid (as defined by the SEC in Item 402(v) of Regulation S-K) for our executives and our financial performance for the years shown in the table. For purposes of this discussion, our CEO is also referred to as our principal executive officer (“PEO”) and our other named executive officers are referred to as our “Non-PEO NEOs”:

  29. Pay Versus Performance Table (PvP)

    | | | | | | Value of Initial Fixed $100 Investment: | | | | | Year | Summary Compensation Table Total for PEO1,2 | Compensation Actually Paid to PEO1,3 | Average Summary Compensation Table Total for Non-PEO NEOs1,2 | Average Compensation Actually Paid to Non-PEO NEOs1,3 | Total Shareholder Return4 | Peer Group Total Shareholder Return5 | Net Loss (million)6 | Revenue (millions)7 | | 2023 | $4,827,787 | $9,322,605 | $3,095,784 | $5,219,632 | $49.42 | $97.10 | $(106.3) | $80.4 | | 2022 | $3,824,972 | $(374,651) | $3,325,879 | $2,399,795 | $27.12 | $74.54 | $(86.4) | $55.2 | | 2021 | $600,859 | $14,113,233 | $2,537,712 | $3,167,955 | $46.70 | $104.23 | $(10.9) | $23.4 |

  30. Pay Versus Performance Table (PvP)

    (1)NEOs included in these columns reflect the following individuals:

  31. Pay Versus Performance Table (PvP)

    | Year | PEO | Non-PEO NEOs | | 2023 | Peter George | Mark Donohue, Jay Muelhoefer | | 2022 | Peter George | Mark Donohue, Anil Chitkara | | 2021 | Peter George | Mario Ramos, Anil Chitkara |

  32. Pay Versus Performance Table (PvP)

    (2)Amounts reflect Summary Compensation Table (“SCT”) Total Pay for our NEOs for each corresponding year. (3)Compensation Actually Paid (“CAP”) has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year end of vested awards, and the change in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest. To calculate CAP, the following amounts were deducted from and added to the total compensation number shown in the SCT:

  33. Pay Versus Performance Table (PvP)

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO | Fiscal Year 2023 | Fiscal Year 2022 | Fiscal Year 2021 | | Summary Compensation Table Total | $4,827,787 | $3,824,972 | $600,859 | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | (3,749,997) | (3,013,247) | (3,505) | | (Minus): Change in Pension Value | — | — | — | | Plus: Pension Service Cost and Associated Prior Service Cost | — | — | — | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | 4,852,659 | 2,386,904 | 2,230 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | 1,099,530 | (1,656,285) | 8,688,249 | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | 600,897 | — | — | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | 1,691,728 | (1,916,994) | 4,825,400 | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | — | — | — | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | — | — | — | | Compensation Actually Paid | $9,322,605 | $(374,651) | $14,113,233 |

  34. Pay Versus Performance Table (PvP)

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs | Fiscal Year 2023 | Fiscal Year 2022 | Fiscal Year 2021 | | Summary Compensation Table Total | $3,095,784 | $3,325,879 | $2,537,712 | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | (2,724,999) | (2,309,893) | (2,245,855) | | (Minus): Change in Pension Value | — | — | — | | Plus: Pension Service Cost and Associated Prior Service Cost | — | — | — | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | 3,236,686 | 1,830,411 | 2,848,633 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | 782,756 | (320,027) | 17,801 | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | 176,261 | — | — | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | 653,144 | (126,575) | 9,663 | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | — | — | — | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | — | — | — | | Compensation Actually Paid | $5,219,632 | $2,399,795 | $3,167,955 |

  35. Pay Versus Performance Table (PvP)

    (4)Total Shareholder Return (“TSR”) represents the cumulative return on a fixed investment of $100 in the Company’s common stock, for the period beginning on July 16, 2021 through the end of the applicable fiscal year, assuming reinvestment of dividends. (5)Peer Group Total Shareholder Return represents the cumulative return on a fixed investment of $100 in a market-capitalization weighted index of our peer group for the period beginning on July 16, 2021 through the end of the applicable fiscal year, assuming reinvestment of dividends. The peer group consists of publicly-traded companies used to determine target compensation for each fiscal year. The peer group for 2023 is comprised of Rapid7, Inc., AeroVironment, Inc., Workiva Inc., Qualys, Inc., Everbridge, Inc., Digi International Inc., nLIGHT, Inc., SiTime Corporation, Napco Security Technologies, Inc., Mitek Systems, Inc., PDF Solutions, Inc., CEVA, Inc., Terran Orbital Corporation, Luna Innovations Incorporated, SoundThinking, Inc., Ouster, Inc., 908 Devices Inc., and Immersion Corporation. The peer group for 2022 is comprised of the same companies as in 2023, except that nLIGHT, Inc., PDF Solutions, Inc., Terran Orbital Corporation, Luna Innovations Incorporated, Ouster, Inc., and 908 Devices Inc. are excluded, and Axon Enterprise, Inc. is included. The peer group for 2021 is comprised of the same companies as in 2022 except that Zix Corporation and SailPoint Technologies Holdings, Inc. are included. (6)The dollar amounts reported represent the net income reflected in the Company’s audited financial statements for the applicable year. (7)While we use numerous financial and non-financial performance measures to evaluate performance under our compensation programs, Revenue is the financial performance measure that in our assessment, represents the most important performance measure used to link compensation actually paid to NEOs to company performance. Relationship Between CAP vs. Cumulative TSR of Company and the Peer Group The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s TSR, as well as the relationship between our TSR and the TSR of our peer group: Relationship between CAP vs. Net Income The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s net income: Relationship between CAP vs. Revenue The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s Revenue: Most Important Performance Measures Following is an unranked list of the performance measures we consider most important in linking company performance and compensation actually paid to our named executive officers for the most recently completed fiscal year. Further information on our performance measures is described in our Compensation Discussion & Analysis above. •Revenue •Gross Margin •Incremental Annual Recurring Revenue