DEF 14A of Evolv Technologies Holdings, Inc.
Filed Apr 30, 2025 · FY20240001628280-25-021091
New CEO Compensation
| 9% Base Salary | 9% Target Annual Cash Incentive | 41% Performance-Based RSUs | 41% Time-Based RSUs | | | 91% at risk; 50% performance-based | | |
New CEO Compensation
(1)Mr. Kedzierski did not commence employment with the Company until December 16, 2024, and therefore this chart reflects his compensation mix as of the grant date of the performance- and time-based restricted stock units (“RSUs”) (January 2, 2025).
Fiscal 2024 Executive Compensation Program
| | Metric | Weighting | Threshold (75% Funding) | Target (100% Funding) | Maximum(1) (125-150% Funding) | 2024 Result | Achievement (%) | | Corporate Financial Performance (50%)(2) | Incremental ARR | 15% | $35M | $45M | $55M | $28M | 0% | | | Gross Margin | 20% | 59% | 64% | 69% | 59% | 15% | | | Cash | 15% | $70M | $80M | $90M | $52M | 0% | | Non-Financial Strategic Scorecard (50%)(3) | Customer NPS of 40 | 20% | 25 | 40 | 60 | 65 | 25% | | | Deployments | 20% | 2,500 | 3,000 | 3,500 | 1,606 | 0% | | | Employee NPS of 40 | 10% | 25 | 40 | 60 | 24 | 0% | | | | | | | Total Achievement | | 40.0% |
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS At the Annual Meeting, four (4) Class I Directors are nominated to be elected by our stockholders to hold office until the Annual Meeting of Stockholders to be held in 2028 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. The Board has nominated Kevin Charlton, John Kedzierski, Kimberly Sheehy, and Bilal Zuberi for election as Class I Directors at the Annual Meeting who have served on our Board since 2021, 2024, 2021 and 2021 respectively. 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 Annual Meeting and, if elected at the Annual Meeting, whose subsequent term will expire in 2028; •Class II, whose term will expire at the 2026 Annual Meeting of Stockholders; and •Class III, whose current term will expire at the 2027 Annual Meeting of Stockholders. 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. 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. In the event that any of Kevin Charlton, John Kedzierski, Kimberly Sheehy, and Bilal Zuberi 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 these directors will be unable to serve if elected and each director has consented to being named in this proxy statement and to serving if elected.
PROPOSAL 1: ELECTION OF DIRECTORS
| | The Board of Directors unanimously recommends a vote FOR the election of each of the below Class I Director nominees. |
Kevin Charlton
Kevin Charlton Kevin Charlton has been a director on our Board since July 2021, and currently serves as Chairman of the Compensation and Investment Committees. He previously served as the Chief Executive Officer of NewHold Investment Corp I, the special purpose acquisition corporation that merged with Evolv in 2021. Mr. Charlton is currently Chief Executive Officer of NewHold Investment Corp III (NASDAQ: NHIC), a special purpose acquisition corporation launched in 2025. Mr. Charlton is also currently Chairman of American AllWaste, a private environmental services company. Mr. Charlton has been the Co-Chairman of NewHold Enterprises LLC since 2017 and has spent more than 25 years in principal investing. He has served on the Boards of six public companies and more than 25 private companies. Prior to NewHold Enterprises, Mr. Charlton spent his private equity career at JPMorgan (NYSE: JPM), Investcorp, and Macquarie (ASX: MQG). Before his career in private equity, Mr. Charlton was with McKinsey and Company in New York and NASA Headquarters in Washington, DC. 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.
John Kedzierski
John Kedzierski John Kedzierski has been President and CEO of Evolv Technology since December 2024. He brings to Evolv significant experience leading high-growth security and technology businesses. Previously, he spent more than 23 years at Motorola Solutions, Inc. (“Motorola Solutions”), most recently as Senior Vice President of Global Enterprise Sales. Mr. Kedzierski was responsible for leading Motorola Solutions’ global sales efforts for all enterprise verticals. Prior to that role at Motorola Solutions, he was responsible for leading product management, research and development, sales and marketing for Motorola Solutions’ Video Security and Access Control business, where he helped Motorola Solutions become a global leader in physical security. Mr. Kedzierski also served as a member of Evolv’s Board of Directors from January 2022 to November 2023, as a designee of Motorola Solutions. Mr. Kedzierski holds a Bachelor of Science degree in Computer Engineering from the University of Illinois at Urbana-Champaign, and a Master of Business Administration from Northwestern University’s Kellogg School of Management. We believe that Mr. Kedzierski is qualified to serve on Evolv’s Board based on his broad experience working in security and technology.
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 finance roles at Cincinnati Bell Inc. (NYSE: CBB). Ms. Sheehy serves on 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). Ms. Sheehy previously served on the Board of Directors and as the Chair of the Audit Committee of Shift Technologies Inc. (NASDAQ:SFT) and Switch, Inc. (NASDAQ: SWCH). 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. Ms. Sheehy holds the designation of Certified Directorship (NACD.DC) from the National Association of Corporate Directors. We believe that Ms. Sheehy is qualified to serve on Evolv’s board based on her extensive executive, managerial, accounting and public company experience.
Bilal Zuberi
Bilal Zuberi Bilal Zuberi has been a director on our Board since July 2021. Mr. Zuberi has been Founder and Managing Partner at Red Glass Ventures since February 2025. Prior to that, Mr. Zuberi was General Partner at Lux Capital, a firm that invests in technology start-ups, from June 2013 to February 2025. At Lux Capital, Mr. Zuberi 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 Boston Consulting Group, Inc. 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. Continuing members of the Board of Directors:
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:
Class II Directors (terms to expire at the 2026 Annual Meeting)
| Name | Age | Served as a Director Since | Position with Evolv | | Neil Glat | 57 | 2021 | Director | | David Mounts Gonzales | 61 | 2023 | Director | | Richard Shapiro | 54 | 2024 | Director | | Mark Sullivan | 70 | 2021 | Director |
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:
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 remained with SPORTFIVE until February 2024. From September 2019 to present, Mr. Glat has been the Managing Member of NG Strategies, LLC and has been providing strategic advice to sports, media, and technology businesses and private equity firms. 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. Mr. Glat has previous experience in management consulting at McKinsey & Company and investment banking at Dillon, Read & Co. Mr. Glat previously was a Senior Advisor for Arctos Sports Partners, a private equity platform focused on the professional sports industry, and he has been an advisor to other private equity firms. He also was 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 sold in August 2024. Mr. Glat has served as a director on the Board of fuboTV Inc. (NYSE: FUBO), an over-the-top streaming content distributor, since March 2024. Mr. Glat previously served on the board of NewHold Investment Corp. I, a publicly-traded SPAC, from July 2020 to July 2021, and NewHold Investment Corp. II, a publicly-traded SPAC, from October 2021 to April 2023. 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 Juris Doctor from Harvard Law School. We believe that Mr. Glat is qualified to serve on Evolv’s Board based on his extensive experience in sports and other relevant industries, on public and private company boards, and in leadership, strategic, and operating positions.
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 a Master of Business Administration 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 the 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.
Richard Shapiro
Richard Shapiro Richard Shapiro has been a director on our Board since February 2024. He is currently Founder and Chief Investment Officer of the family office, Ridge Run Partners LLC. Previously, Mr. Shapiro twice served as a portfolio manager at Millennium Management, a global, diversified alternative investment firm, where he was focused on equity investments, from 2020 to 2021, and from 2007 to 2011. From 2011 to 2020, Mr. Shapiro was at Wexford Capital, a multi-strategy investment firm, where he became a firm Partner in 2014. While at Wexford, Mr. Shapiro served as Portfolio Manager and Co-Head of Equities and was also a member of Wexford’s Hedge Fund Investment Committee. Earlier in his career, he held various investment roles including Amaranth Advisors and Putnam Investments. Mr. Shapiro currently serves on the Board of Orion Energy Systems (NASDAQ: OESX) and Elah Holdings (OTCMKTS: ELLH). He previously served on the Board of Altus Power (NYSE: AMPS), where he was Chair of the Compensation Committee, until April 2025, when Altus was taken private by TPG. He also served on the Boards of BBQ Holdings (NASDAQ: BBQ; f/k/a Famous Dave’s (NASDAQ: DAVE)), where he was Chair of the Compensation Committee and member of the Nominating & Governance Committee. Mr. Shapiro received an M.B.A. from Georgetown University and a B.S. in Business Administration from the University of Southern California. We believe Mr. Shapiro is qualified to serve on the Board based on his experience as a public company investor and director.
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.
Class III Directors (terms to expire at the 2027 Annual Meeting)
Class III Directors (terms to expire at the 2027 Annual Meeting) The current members of the Board of Directors who are Class III Directors are as follows:
Class III Directors (terms to expire at the 2027 Annual Meeting)
| Name | Age | Served as a Director Since | Position with Evolv | | Michael Ellenbogen | 61 | 2021 | Co-Founder, Chief Innovation Officer, and Director | | Rajan Naik | 53 | 2023 | Director |
Class III Directors (terms to expire at the 2027 Annual Meeting)
The principal occupations and business experience, for at least the past five years of each Class III Director are as follows:
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 (as defined below) 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 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.
2024 Director Compensation
2024 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.
2024 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 |
2024 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 automatically be granted, on such annual meeting date, a RSU award with a value of $155,000 (each, an “Annual Grant”). Each Annual Grant will vest in full on the earlier to occur of (A) the first anniversary of the applicable grant date and (B) the date preceding the date of the next annual meeting following the grant date, subject to such eligible director’s continued service through the applicable vesting date. Each non-employee director who is initially elected or appointed to the Board on any date other than the date of an annual meeting of stockholders, will automatically be granted, an Annual Grant on the date of such director’s initial election or appointment, which will be prorated based on the number of days that have elapsed since the previous annual meeting of stockholders. Each Annual Grant will vest in full upon a change in control of our company (as defined in the Company’s 2021 Incentive Award Plan). Compensation under our Director Compensation Policy will be subject to the annual limits on non-employee director compensation set forth in the Company’s 2021 Incentive Award Plan. The following table sets forth the compensation earned by our non-employee directors during 2024:
2024 Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Kevin Charlton(2) | $62,000 | $154,998 | $185,705 | | Neil Glat(2) | $90,000 | $154,998 | $205,899 | | David Mounts Gonzales(2) | $48,000 | $154,998 | $100,750 | | Rajan Naik(3) | $— | $— | $— | | Merline Saintil(2) | $58,000 | $154,998 | $201,746 | | Kimberly Sheehy(2) | $70,000 | $154,998 | $211,399 | | Mark Sullivan(2) | $45,000 | $154,998 | $214,993 | | Bilal Zuberi(2) | $40,000 | $154,998 | $184,996 |
2024 Director Compensation
(1)Amounts reflect the full grant-date fair value of stock awards granted during 2024 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, 2024. (2)During the year ended December 31, 2024, Mr. Charlton, Mr. Glat, Ms. Saintil, Ms. Sheehy, Mr. Mounts Gonzales, Mr. Sullivan and Mr. Zuberi were each granted 54,195 RSUs. Mr. Sullivan was also granted 26,388 RSUs as consideration for his services for the Company for the last 10 years. (3)During the year ended December 31, 2024, Mr. Naik waived compensation for his role as a non-employee director.
Key 2024 Compensation Decisions
Key 2024 Compensation Decisions •Annual Incentive Payouts: The Company’s performance against the 2024 short-term cash incentive program was mixed. While threshold or greater level funding is achieved for two key metrics – gross margin and customer net promoter score – the targets established for incremental annual recurring revenue, cash, system deployments, and employee net promoter score were not met. Considering this performance, the Compensation Committee determined that our NEOs’ annual incentive payments for 2024 were earned at 40% of target. •New CEO Pay Package: In connection with Mr. Kedzierski’s appointment as CEO, in December 2024, we entered into an offer letter with Mr. Kedzierski, which documents, among other things, his compensation and employment terms, which included, among other things, performance shares in the form of market-based stock units ("MSUs") to incentivize him to achieve meaningful stock price growth over the next three years, and aligning his interests more closely with those of our stockholders.
Our Response to the 2024 Say-on-Pay Vote and Commitment to Governance Best Practices
Our Response to the 2024 Say-on-Pay Vote and Commitment to Governance Best Practices Following the 2024 Say-on-Pay advisory vote, we engaged in extensive discussions with major stockholders and reviewed feedback from leading proxy advisory firms. Key executive compensation concerns identified included granting performance-based equity awards, disclosure around and refining our short-term incentive plan structure, and transparency regarding our peer group selection methodology. In response, we have undertaken the following enhancements: •Performance Based Awards: We have structured a significant portion of executive equity compensation to be performance-based. With the appointment of our new President and CEO in December 2024, 50% of his equity awards are MSUs which are contingent on meeting ambitious stock price targets. We incorporated MSUs into our 2025 executive compensation program to emphasize long-term performance-driven incentives. •Enhanced Incentive Plan Disclosure and Design: With this 2025 Proxy Statement, we provided expanded disclosures detailing the design and structure of our 2024 short-term incentive plan, including specific performance targets and achievement levels. We also refined certain performance metrics based on investor feedback. •Peer Group. We have disclosed all the companies that comprised our peer group for 2024, as well as modifications to the group for 2025, which we believe demonstrates the appropriateness of our peer group. These actions reflect our steadfast commitment to aligning executive compensation with long-term stockholder value and addressing investor concerns. We appreciate our stockholders for their valuable insights and look forward to ongoing, constructive dialogue. Kevin Charlton Chair, Compensation Committee of the Board of Directors
New CEO Compensation
New CEO Compensation In December 2024, the Board announced the appointment of John Kedzierski as the Company’s new President and Chief Executive Officer (“CEO”) and as a Class I member of the Board with a term ending at the 2025 Annual Meeting, effective December 16, 2024. The Board believes that Mr. Kedzierski’s track record has demonstrated his ability to develop and extend technology ecosystems, build high-performing teams, drive significant revenue and operational improvements, and effectively acquire and integrate new businesses, all of which will serve Evolv as we work to capitalize on the significant opportunity ahead of us, execute our strategy, and deliver long-term value for all stakeholders. In connection with Mr. Kedzierski’s appointment as CEO, in December 2024, we entered into an offer letter with Mr. Kedzierski, which documents, among other things, his compensation and employment terms. The Compensation Committee, together with the other independent members of our Board, spent significant time reviewing Mr. Kedzierski’s compensation package with the Compensation Committee’s independent compensation consultant. In approving the final terms of Mr. Kedzierski’s compensation package, they considered, among other things: •Evolv’s need for an experienced leader who embodies our mission and can execute on our strategic vision; 1 Please see Appendix A for how ARR is defined. 2 Please see Appendix A for how Adjusted EBITDA is defined and a reconciliation of Adjusted EBITDA with net income (loss) the most comparable GAAP measure. •Mr. Kedzierski’s demonstrated leadership at Motorola Solutions as Senior Vice President of Global Enterprise Sales, which resulted in consistent, profitable growth for Motorola Solutions and helped the company become a global leader in physical security; •stockholder feedback on the importance of performance-based compensation tied to stockholder value creation; and •Evolv’s peer group, which had recently been updated in connection with fiscal year 2024 compensation decisions (see “Compensation Decision-making Process” on page 37 for more information regarding our peer group). Based on such considerations, the Compensation Committee and the other independent members of our Board ultimately approved a compensation package designed to recruit a CEO of the caliber of Mr. Kedzierski while remaining responsive to stockholder feedback on our compensation program. The rationale for each of the elements of Mr. Kedzierski’s compensation and how each element aligns with our compensation philosophy is summarized in the table below. The Compensation Committee and the other independent members of our Board considered his skills and experience, his role and responsibilities, market data, his prior compensation, and the desire and need to attract Mr. Kedzierski in determining each element of Mr. Kedzierski’s compensation.
NEW CEO COMPENSATION MIX
| 9% Base Salary | 9% Target Annual Cash Incentive | 41% New Hire MSUs | 41% New Hire RSUs | | | 91% at risk and/or performance-based; 50% performance-based | | |
Fiscal 2024 Executive Compensation Program
As shown below, the majority of our annual fiscal year 2024 executive compensation program was either “at risk” or performance-based, based on our financial and strategic results and our stock price. The at-risk elements of our fiscal year 2024 program include (i) our Short-Term Annual Cash Incentive Plan and (ii) our Long-Term Incentive Plan, through which stock options and time-based RSUs were granted as long-term incentive awards.
FORMER CEO COMPENSATION MIX
| 11% Base Salary | 11% Target Annual Cash Incentive | 39% Stock Options | 39% Target RSUs | | | 89% at risk | | |
OTHER NEO COMPENSATION MIX
| 18% Base Salary | 12% Target Annual Cash Incentive | 35% Stock Options | 35% Target RSUs | | | 82% at risk | | |
Compensation Highlights
| ✔ What We Do | ✗ What We Don’t Do | | •Pay-for-performance philosophy with large majority of pay at-risk •Set rigorous and objective performance goals, which balance both near-term and long-term goals •Include double-trigger change in control provisions in employment agreements, offer letters, and equity awards •Maintain a clawback policy for the recovery of incentive compensation paid to executives officers in the event of a financial restatement that is compliant with Nasdaq and SEC requirements, as well as for the recovery of all forms of cash and equity incentive compensation, whether time-based or performance-based, in the event of “misconduct” •Our Compensation Committee is composed solely of independent directors •Our Compensation Committee directly retains an independent compensation consultant •Robust engagement with stockholders on governance and compensation | •No excise tax gross-ups or “golden parachutes” in respect of any compensation or benefits upon a change in control •No repricing or cash-out of underwater stock options without stockholder approval •No stock option grants at prices below fair market value •No multi-year guaranteed compensation, including no multi-year guaranteed salary increases, bonuses or equity awards •No excessive severance benefits •No liberal change in control definition in individual contracts or equity plans and no single-trigger vesting •No executive pension plans or supplemental executive retirement plans •No excessive perks for any of our NEOs •No dividend payments on unvested awards •No hedging or pledging of Company securities |
Base Salary
(1)Mr. Kedzierski joined the Company in December 2024 and received a pro-rated portion of his annual base salary equal to $20,769 for the 2024 fiscal year. (2)In addition to his base salary, Mr. Ellenbogen received a payment of $25,000 for each month that he served as Interim President and Chief Executive Officer (total of $35,769). (3)As a result of his termination in October 2024, Mr. George received a pro-rated portion of his annual base salary equal to $450,674 for the 2024 fiscal year. Pursuant to the Severance Plan, Mr. George is entitled to salary continuation for 12 months post-termination. See “Other Benefits – Severance Plan” on page 36 for further details. (4)As a result of his departure in November 2024, Mr. Donohue received a pro-rated portion of his annual base salary equal to $369,750 for the 2024 fiscal year.
Short-Term Annual Cash Incentive Plan
Short-Term Annual Cash Incentive Plan We consider annual cash incentive bonuses to be an important component of our total compensation program, as the bonuses provide incentives necessary to retain and motivate executive officers. Under the Short-Term Annual Cash Incentive Plan, each NEO’s target bonus opportunity is a percentage of his base salary, set at the beginning of the fiscal year and is based on the same considerations that apply in determining such NEO’s base salary. For 2024, the Compensation Committee did not increase the target bonus for any of our named executive officers as their target bonus opportunities appropriately reflected their respective positions, duties and responsibilities and remained market competitive.
Short-Term Annual Cash Incentive Plan
| Named Executive Officer | 2024 Target (%) | | John Kedzierski(1) | — | | Michael Ellenbogen | 55% | | Anil Chitkara | 55% | | Peter George | 100% | | Mark Donohue | 60% | | Jay Muelhoefer | 100% |
Short-Term Annual Cash Incentive Plan
(1)Because Mr. Kedzierski did not commence employment with the Company until December 16, 2024, he did not receive an annual cash incentive bonus opportunity for the 2024 year.
Financial and Strategic Goals
Financial and Strategic Goals The Compensation Committee determines goals for each performance measure based on input from our management team and by considering expected performance based on the Company’s annual operating plan. The Compensation Committee determines actual incentive payouts after assessing Company performance relative to pre-established goals. In 2024, we approved the metrics for our Short-Term Annual Cash Incentive Plan, which were tied to achieving Company financial and strategic performance goals: The table below includes a detailed summary of the targets underlying 2024 annual cash incentive bonuses granted to our executive officers:
Financial and Strategic Goals
| | Metric | Weighting | Threshold (75% Funding) | Target (100% Funding) | Maximum(1) (125-150% Funding) | | Corporate Financial Performance (50%)(2) | Incremental ARR | 15% | $35M | $45M | $55M | | | Gross Margin | 20% | 59% | 64% | 69% | | | Cash | 15% | $70M | $80M | $90M | | Non-Financial Strategic Scorecard (50%)(3) | Customer NPS of 40 | 20% | 25 | 40 | 60 | | | Deployments | 20% | 2,500 | 3,000 | 3,500 | | | Employee NPS of 40 | 10% | 25 | 40 | 60 |
2024 Short-Term Annual Cash Incentive Plan Performance
2024 Short-Term Annual Cash Incentive Plan Performance The tables below details the achievement of each target and the actual bonuses earned for each executive officer:
2024 Short-Term Annual Cash Incentive Plan Performance
| | Metric | Weighting | 2024 Result | Achievement (%) | | Corporate Financial Performance | Incremental ARR | 15% | $28M | 0% | | | Gross Margin | 20% | 59% | 15% | | | Cash | 15% | $52M | 0% | | Non-Financial Strategic Scorecard | Customer NPS of 40 | 20% | 65 | 25% | | | Deployments | 20% | 1,606 | 0% | | | Employee NPS of 40 | 10% | 24 | 0% | | | | | Total Achievement | 40% |
2024 Short-Term Annual Cash Incentive Plan Performance
| Named Executive Officer | Actual Annual Cash Incentive | | | | Achievement of Target (%) | Amount ($) | | John Kedzierski(1) | — | — | | Michael Ellenbogen | 40% | $80,300 | | Anil Chitkara | 40% | $80,300 | | Peter George(2) | — | — | | Mark Donohue(3) | — | — | | Jay Muelhoefer | 40% | $140,000 |
2024 Short-Term Annual Cash Incentive Plan Performance
(1)Because Mr. Kedzierski did not commence employment with the Company until December 16, 2024, he did not receive an annual cash incentive bonus opportunity for 2024 (2)Mr. George’s received severance pursuant to the Company’s severance plan. Mr. George was not eligible for a bonus under the incentive bonus plan (3)In connection with his departure in November 2024, Mr. Donohue forfeited his annual cash incentive bonus (4)In connection with the restatement of our financial statements for the fiscal year ended December 31, 2023, the Company recouped the following amounts of erroneously awarded compensation from certain NEOs’ 2024 annual cash incentive payments: Mr. Ellenbogen ($5,005) and Mr. Chitkara ($5,198).See “Recovery of Erroneously Awarded Compensation” for more information
Long-Term Incentive Plan
Long-Term Incentive Plan
2024 Annual Equity Awards
2024 Annual Equity Awards In 2024, we approved an annual grant of stock options and RSUs to our employees, including our named executive officers (other than our New CEO). We believe these awards, paired with our annual cash incentives, provide our executives with a balance of immediate, shorter-term value and long-term focus, aligning individual interests with the Company’s growth. For 2024, executives received a mix of 50% RSUs and 50% stock options. The RSUs vest over three years in annual increments, and the stock options vest over four years in quarterly increments. We granted RSUs to provide retentive value and create alignment with our stockholders as their value is contingent on our stock price. We believe that stock options incentivize our executives to drive Evolv’s stock price higher as they only have value if our stock price is greater than their exercise price. Options also provide retentive value and create alignment with our stockholders. The following table sets forth the stock options and RSUs to our named executive officers (other than our new CEO) in 2024:
2024 Annual Equity Awards
| Named Executive Officer | Vesting Commencement Date | Target Stock Option Value(1) | Target RSU Value(2) | | Michael Ellenbogen | 3/1/2024 | 625,000 | 625,000 | | Anil Chitkara | 3/1/2024 | 500,000 | 500,000 | | Peter George | 3/1/2024 | 2,000,000 | 2,000,000 | | Mark Donohue | 3/1/2024 | 1,100,000 | 1,100,000 | | Jay Muelhoefer | 3/1/2024 | 825,000 | 825,000 |
2024 Annual Equity Awards
(1)The option awards vest over a four-year period from the Vesting Commencement Date, with one-sixteenth vesting quarterly in 16 equal installments, subject to the recipient continuously providing services to us through each such vesting date. (2)The RSU awards vest over a three-year period with one-third vesting on the first, second, and third anniversaries of the grant date, subject to the recipient continuously providing services to us through each such vesting date.
New CEO Equity Awards
New CEO Equity Awards In connection with Mr. Kedzierski’s appointment as President and Chief Executive Officer, in December 2024, the Company granted Mr. Kedzierski a one-time new-hire grant of (i) 621,000 MSUs (the “New Hire MSUs”) and (ii) 621,000 time-based RSUs under the 2021 Plan, which in each case, had a grant effective date of January 2, 2025. The New Hire MSUs are RSUs earned based on absolute stock price performance and are paid at the end of a three-year performance period based on the ratio of price at maturity to price at target, subject to Mr. Kedzierski’s continued service. The total number of New Hire MSUs that are earned will be equal to:
New CEO Equity Awards
| 207,000x | the greatest of the First Measurement Date Percentage(1), Second Measurement Date Percentage(2), and Third Measurement Date Percentage(3) | | + | | | 207,000x | the greatest of the Second Measurement Date Percentage, and Third Measurement Date Percentage | | + | | | 207,000x | Third Measurement Date Percentage |
New CEO Equity Awards
(1)“First Measurement Date Percentage” means the Payout Percentage measured as of the first anniversary of the Grant Date based on the Milestone Table below (2)“Second Measurement Date Percentage” means the Payout Percentage measured as of the second anniversary of the Grant Date based on the Milestone Table below. (3)“Third Measurement Date Percentage” means the Payout Percentage measured as of the third anniversary of the Grant Date based on the Milestone Table below The table below sets forth the threshold, target and maximum payout of the New Hire MSUs based on pre-established stock price milestones:
New CEO Equity Awards
| Achievement Level | Stock Price(1) Milestone | Payout Percentage | | Threshold | Stock Price of $6 | 50% | | Target | Stock Price of $8 | 100% | | Maximum | Stock Price of $10 | 200% |
New CEO Equity Awards
(1)For purposes of the New Hire MSUs, “Stock Price” means the volume weighted average closing price (“VWAP”) of the Company’s common stock over any 30 trading days immediately preceding the applicable Measurement Date The RSUs will vest in three equal tranches on the first, second, and third anniversaries of the grant date, subject to Mr. Kedzierski’s continued employment with the Company.
Severance Plan and Other Severance Benefits
Severance Plan and Other Severance Benefits Certain of our named executive officers are eligible to receive or are receiving severance payments and benefits under the Severance Plan, which replaced certain terms within their prior individual employment agreements. The terms of the Severance Plan, which apply to our named executive officers, and the rationale for these benefits are set forth in the table below:
Severance Plan and Other Severance Benefits
| Termination | Named Executive Officer(s) | Entitlements | Rationale | | Termination by the Company without “Cause” or by the Executive for “Good Reason” – No Change in Control | Mr. Kedzierski | •Salary continuation for 12 months, paid in accordance with the Company’s normal payroll schedule; •Company-paid COBRA premium payments (or an equivalent cash payment) for a period not exceeding 12 months; •and a lump sum cash payment equal to a pro-rated portion of his target annual cash incentive bonus from the beginning of termination calendar year up to the date of termination date (less any amounts already paid), paid no later than the second payroll cycle following the effective termination date •Requires execution and non-revocation of a release of claims as a condition to receiving severance benefits •Mr. Kedzierski is also subject to a “covered termination” (as defined in the Severance Plan) within 12-months of the initial equity award grant date (and, in the case of the New Hire MSUs, prior to the last day of the performance period) •The New Hire MSUs will remain outstanding and eligible to vest based on actual performance through the performance period (prorated based on the number of full months Mr. Kedzierski remains employed or in service during the performance period); •The number of New Hire RSUs that would have become vested had Mr. Kedzierski remained employed for the six-month period immediately following the date of termination will accelerate in full | •Provides reasonable compensation to executives who leave the Company under certain non-change in control-related circumstances to facilitate their transition to new employment •Provides for market-standard benefits which help us attract and retain talented executives •Release of claims mitigates potential employer liability and helps to avoid future disputes or litigation | | | Messrs. Ellenbogen, George | •Salary continuation for 12 months , paid in accordance with the Company’s normal payroll schedule; •Company-paid COBRA premium payments (or an equivalent cash payment) for a period not exceeding 12 months; •and a lump sum cash payment equal to the greater of (x) 100% of target annual cash incentive bonus or (y) a prorated portion of his target annual cash incentive bonus for the period from the beginning of termination calendar year up to the date of termination date, (less any amounts already paid), in each case, paid no later than the second payroll cycle following the effective termination date •Requires execution and non-revocation of a release of claims as a condition to receiving severance benefits | | | | Mr. Chitkara | •Salary continuation for 9 months, paid in accordance with the Company’s normal payroll schedule; •Company-paid COBRA premium payments (or an equivalent cash payment) for a period not exceeding 9 months; •a lump sum cash payment equal to the greater of (x) 75% of target annual cash incentive bonus or (y) a prorated portion of his target annual cash incentive bonus for the period from the beginning of termination calendar year up to the date of termination date, (less any amounts already paid), in each case, paid no later than the second payroll cycle following the effective termination date •Requires execution and non-revocation of a release of claims as a condition to receiving severance benefits | | | | Mr. Muelhoefer | •Salary continuation for 9 months, paid in accordance with the Company’s normal payroll schedule; •Company-paid COBRA premium payments (or an equivalent cash payment) for a period not exceeding 9 months; •and a lump sum cash payment equal to a pro-rated portion of his or her target annual cash incentive bonus from the beginning of termination calendar year up to the date of termination date (less any amounts already paid), paid no later than the second payroll cycle following the effective termination date •Requires execution and non-revocation of a release of claims as a condition to receiving severance benefits | |
Severance Plan and Other Severance Benefits
| Termination | Named Executive Officer(s) | Entitlements | Rationale | | Termination by the Company without “Cause” or by the Executive for “Good Reason” – Change in Control(1) | Messrs. Kedzierski. Ellenbogen, George | •Lump sum cash payment equal to 18 months base salary; •Company-paid COBRA premium payments for a period not exceeding 18 months; •Lump sum cash payment equal to 150% of target annual cash incentive bonus; •and Full acceleration of any outstanding, unvested stock options, RSUs, or other equity awards that vest solely on the basis of continued service •Requires execution and non-revocation of a release of claims as a condition to receiving severance benefits | •Preserves morale, stability and productivity during the potentially volatile period accompanying a change in control •Double-trigger provisions encourage retention and provide reasonable compensation to executives who leave the Company under change in control-related circumstances •Provides for market-standard benefits which help us attract and retain talented executives •Release of claims mitigates potential employer liability and helps to avoid future disputes or litigation | | | Messrs. Chitkara, Muelhoefer | •Lump sum cash payment equal to 12 months base salary; •Company-paid COBRA premium payments for a period not exceeding 12 months; •Lump sum cash payment equal to 100% of target annual cash incentive bonus; •and Full acceleration of any outstanding, unvested stock options, RSUs, or other equity awards that vest solely on the basis of continued service •Requires execution and non-revocation of a release of claims as a condition to receiving severance benefits | |
Severance Plan and Other Severance Benefits
(1)The Severance Plan requires that the qualifying termination occur 60 days prior to or 12 months following a change in control, or in the case of the CEO, 60 days prior to or 24 months following a change in control. (2)Mr. Donohue did not receive benefits under the Severance Plan in connection with his departure.
Peter George
Peter George In connection with his termination on October 30, 2024, Mr. George was eligible to receive severance benefits under the Severance Plan equal to (i) 12 months of salary continuation at Mr. George’s base salary in effect as of his termination, (ii) a maximum of 12 months of COBRA insurance premium payments, and (iii) a lump-sum cash payment equal to Mr. George’s target annual cash incentive bonus for 2024. These severance benefits were subject to Mr. George’s execution and delivery of a general release of claims against the Company.
Mark Donohue
Mark Donohue In connection with his resignation on November 21, 2024, Mr. Donohue received no severance payments or benefits under the Severance Plan in connection with his departure.
Jay Muelhoefer
Jay Muelhoefer On February 7, 2025, Mr. Muelhoefer was terminated by the Company without cause. In connection with his departure, Mr. Muelhoefer received severance payments and benefits pursuant to the terms of the Severance Plan (as detailed below), including (i) 9 months of salary continuation at Mr. Muelhoefer’s base salary in effect as of his departure, (ii) a maximum of 9 months of COBRA insurance premium payments, and (iii) a lump-sum cash payment equal to Mr. Muelhoefer’s actual cash incentive bonus for 2024 and a lump sum cash payment equal to Mr. Muelhoefer’s target cash incentive bonus for 2025, pro-rated for the period of time served in 2025. These severance benefits were subject to Mr. Muelhoefer’s execution and delivery of a general release of claims against the Company.
2025 Compensation Program Changes
2025 Compensation Program Changes Changes to Short-Term Annual Cash Incentives: Our annual cash incentives for 2024 were tied to financial and strategic operating metrics. For 2025, in response to stockholder feedback, we have approved an annual cash incentive program based exclusively on pre-established financial metrics, with increased weight towards entirely quantifiable financial objectives, as detailed in the table below:
2025 Compensation Program Changes
We believe that each of these metrics is a key driver of Company performance that will further align our incentive compensation with stockholder returns and value creation. As with the 2024 plan, each metric has been designed with threshold, target, and maximum funding opportunities, with up to 150% funding available if maximums are met. We have not disclosed our funding targets for each metric as such targets were not set until after the conclusion of fiscal year 2024, and the disclosure of such targets prior to the completion of the performance period would cause us competitive harm. We intend to disclose such targets in next year’s proxy statement. Changes to Long-Term Incentives: For 2025, in response to stockholder feedback that a significant portion of our equity-based compensation program be performance-based and tied to stockholder value creation, the Compensation Committee approved granting MSUs along with RSUs for the 2025 executive compensation program. Because MSUs require meaningful stock price growth to deliver value, we believe these incentives promote stockholder value creation and align the interests of our executives with our stockholders.
Role of Compensation Consultant
Role of Compensation Consultant The Compensation Committee has retained Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant to provide counsel on various compensation-related matters, including peer group selection and competitive market assessment, market insights and trends in executive compensation and executive officer compensation decisions. The Compensation Committee held four meetings over the course of 2024. During 2024, FW Cook attended Committee and Board meetings, including certain executive sessions, and provided compensation advice independent of the Company’s Management. FW Cook does not engage in other work for the Company. The Compensation Committee assessed the independence of FW Cook pursuant to SEC rules and concluded that their work did not raise any conflicts of interest.
Peer Group
Peer Group The Compensation Committee uses peer groups and compensation surveys to maintain awareness of peer pay levels and ensure market competitiveness. Peer groups are regularly evaluated with regard to size, industry, and overall makeup. The Compensation Committee, with assistance from its independent compensation consultant, annually reviews the composition of our peer group. As part of such reviews, the Compensation Committee considers specific criteria and recommendations regarding companies to add to or remove from the peer group. The review process is consistent with best practice, where potential peers are identified using objective screening criteria, input is provided by management, and the Compensation Committee uses its judgment to arrive at a reasonable sample. The following factors were considered when selecting our peer group for 2024:
Peer Group
| Category | Criteria | | General | •Publicly traded, standalone companies •Comprehensive disclosure of executive compensation levels and practices | | Industry/Business Focus | •Focus on security, sensing and AI technology companies, with a secondary focus on other technology companies | | Size | •Revenue between 0.2x and 5.0x of Evolv •Last fiscal year average market capitalization between 0.2x and 5.0x of Evolv | | Other | •Peers disclosed by Evolv’s continuing peer companies |
Peer Group
Based on these criteria, the Compensation Committee, in consultation with its independent compensation consultant, identified the following companies for its 2024 peer group(1):
Peer Group
| 908 Devices | Luna Innovations | Qualys | | AeroVironment | Mitek Systems | Rapid7 | | CEVA | Napco Security Tech | SiTime Corp | | Digi International | nLIGHT | SoundThinking | | Everbridge | Ouster | Terran Orbital | | Immersion Corporation | PDF Solutions | Workiva |
Peer Group
(1)Among this peer group, Evolv placed at the 19th percentile in terms of revenue and the 50th percentile in current market capitalization. While this was a leading peer group from a revenue perspective, it allowed room for (and anticipated) Evolv’s future growth while lessening the need to substantially review the peer group in the future. In July 2024, during its normal review process and in consultation with its independent compensation consultant, the Compensation Committee determined the peer group companies to be used for fiscal year 2025 compensation decisions, which was used to benchmark compensation for Mr. Kedzierski during his hiring process. For the fiscal year 2025 peer group, the Compensation Committee modified the peer group by removing seven peers. Everbridge was acquired, and the remaining six (AeroVironment, Digi, Rapid7, Qualsys, SiTime, and Workiva) did not meet the defined size criteria. In addition, five peers, all of which are relevant companies with security, sensing, and/or AI businesses, were added: OneSpan, Red Violet, and Digimarc (all of which produce automatic identification and security software and/or hardware), FARO (which manufactures software-driven imaging and laser scanning hardware), and SoundHound AI (which develops custom AI and machine learning solutions). Within the 2025 peer group, Evolv is in a near-median size range against the 16 peers, with 35th percentile revenue and median market cap. One-year revenue growth is in the top quartile, while employee headcount is below median.
Policies and Practices Related to the Timing of Grants of Certain Equity Awards
Policies and Practices Related to the Timing of Grants of Certain Equity Awards The Company does not schedule its equity grants in anticipation of the release of material, non-public information (MNPI), nor does the Company time the release of MNPI based on equity grant dates. Annual grants for all employees, including the NEOs, are granted on or as close to March 1 as practically applicable while ensuring that no equity awards are issued during any period beginning four business days before and ending no less than one business day after the filing of any report disclosing MNPI. In the new case of new hire awards, such awards are granted on the first trading day in the calendar month immediately following the calendar month during which the new hire’s start date occurs. During fiscal year 2024, the Company did not grant any equity awards, including any stock options or option-like awards, to our NEOs during any period beginning four business days before the filing or furnishing of a periodic report or current report disclosing MNPI and ending one business day after the filing or furnishing of such report with the SEC.
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, 2023 and December 31, 2024:
Summary Compensation Table
| Name and Principal Position(1) | Year | Salary ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | John Kedzierski Chief Executive Officer and President | 2024 | 20,769 | — | — | — | — | 20,769 | | Michael Ellenbogen Chief Innovation Officer | 2024 | 317,733 | 624,998 | 624,997 | 80,300 | — | 1,648,028 | | Anil Chitkara Chief Growth Officer | 2024 | 361,251 | 499,999 | 499,998 | 80,300 | — | 1,441,548 | | Peter George Former Chief Executive Officer and President | 2024 | 450,674 | 1,999,998 | 1,999,999 | — | 30,378 | 4,481,049 | | | 2023 | 513,865 | 1,874,998 | 1,874,999 | 550,020 | — | 4,813,882 | | Mark Donohue Former Chief Financial Officer | 2024 | 369,750 | 1,099,998 | 1,099,997 | — | 2,791 | 2,572,536 | | | 2023 | 400,962 | 1,100,000 | 1,100,000 | 256,320 | 4,009 | 2,861,291 | | Jay Muelhoefer Chief Commercial Officer | 2024 | 350,000 | 824,997 | 824,997 | 140,000 | 4,308 | 2,144,302 | | | 2023 | 74,038 | 3,249,998 | — | — | — | 3,324,036 |
Summary Compensation Table
___________________ (1)Messrs. Kedzierski, Ellenbogen and Chitkara were not named executive officers for the fiscal year ended December 31, 2023, and therefore information has only been provided for the fiscal year ended December 31, 2024. (2)Amounts reflect the full grant-date fair value of RSUs granted during 2023 and 2024, respectively, 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 RSUs in Notes 3 and 16 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. (3)Amounts reflect the full grant-date fair value of stock options granted during 2023 and 2024, respectively, 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 3 and 16 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. (4)Amounts reflect annual performance-based cash bonuses. In connection with the restatement of our financial statements for the fiscal year ended December 31, 2023, the Company recouped certain erroneously awarded compensation from our NEOs in accordance with our Clawback Policy. In accordance with the SEC rules, the following amounts have been reduced from our NEOs’ non-equity incentive plan compensation for the 2023 fiscal year: Mr. Ellenbogen ($5,005), Mr. Chitkara ($5,198), Mr. George ($13,905), and Mr. Donohue ($6,240). Because Messrs. Ellenbogen and Chitkara were not named executive officers in 2023, we have not reported their reduced non-equity incentive plan compensation for the 2023 fiscal year. See “Recovery of Erroneously Awarded Compensation” for more information. (5)Amounts represent severance and 401(k) matching contributions attributable to the NEOs, valued at the incremental cost to the Company of providing them. For Mr. George, represents $6,900 in 401(k) matching contributions in 2024 and $23,478 in cash severance payments earned and made in 2024 (the remainder of Mr. George’s severance payments have been or will be made in 2025, subject to the terms of his Separation and General Release Agreement); for Mr. Donohue, represents $2,791 in 401(k) matching contributions in 2024 and $4,009 in 401(k) matching contributions in 2023; and for Mr. Muelhoefer, represents $4,308 in 401(k) matching contributions in 2024.
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End The following table shows all outstanding equity awards held by the named executive officers as of December 31, 2024:
Outstanding Equity Awards at 2024 Fiscal Year-End
| | Option Awards | | | | | | | Stock Awards | | | Name | Grant Date | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | John Kedzierski | | (2) | — | — | — | — | — | — | $— | | Michael Ellenbogen | 9/15/2017 | (3) | 1,704,464 | — | — | 0.24 | 9/14/2027 | — | — | | | 8/17/2020 | (4) | 559,947 | — | — | 0.42 | 8/16/2030 | — | — | | | 8/17/2020 | (5) | 14,169 | — | — | 0.42 | 8/16/2030 | — | — | | | 3/1/2022 | (6) | — | — | — | — | — | 47,765 | $188,672 | | | 3/1/2022 | (7) | 148,167 | 67,350 | — | 3.49 | 2/29/2032 | — | — | | | 3/3/2023 | (6) | — | — | — | — | — | 133,554 | $527,538 | | | 3/3/2023 | (8) | 116,356 | 149,601 | — | 3.12 | 3/2/2033 | — | — | | | 3/4/2024 | (6) | — | — | — | — | — | 172,176 | $680,095 | | | 3/4/2024 | (8) | 42,305 | 183,326 | — | 3.63 | 3/3/2034 | — | — | | Anil Chitkara | 9/15/2017 | (3) | 1,059,078 | — | — | 0.24 | 9/14/2027 | — | — | | | 8/17/2020 | (5) | 14,169 | — | — | 0.42 | 8/16/2030 | — | — | | | 1/11/2021 | (9) | 647,439 | 13,776 | — | 0.42 | 1/10/2031 | — | — | | | 3/1/2022 | (6) | — | — | — | — | — | 47,765 | $188,672 | | | 3/1/2022 | (7) | 148,167 | 67,350 | — | 3.49 | 2/29/2032 | — | — | | | 3/3/2023 | (6) | — | — | — | — | — | 106,843 | $422,030 | | | 3/3/2023 | (8) | 93,084 | 119,681 | — | 3.12 | 3/2/2033 | — | — | | | 3/4/2024 | (6) | — | — | — | — | — | 137,741 | $544,077 | | | 3/4/2024 | (8) | 33,844 | 146,661 | — | 3.63 | 3/3/2034 | — | — | | Peter George | 2/21/2019 | (9), (11) | 1,440,897 | — | — | 0.40 | 11/1/2025 | — | — | | | 8/17/2020 | (10) | 559,947 | — | — | 0.42 | 11/1/2025 | — | — | | | 8/17/2020 | (9), (12) | 2,965,203 | — | — | 0.42 | 11/1/2025 | — | — | | | 8/17/2020 | (9) | 14,169 | — | — | 0.42 | 11/1/2025 | — | — | | | 3/1/2022 | (7) | 444,503 | — | — | 3.49 | 11/1/2025 | — | — | | | 3/3/2023 | (8) | 349,069 | — | — | 3.12 | 11/1/2025 | — | — | | | 3/4/2024 | (8) | 135,378 | — | — | 3.63 | 11/1/2025 | — | — | | Mark Donohue | 3/3/2023 | (8) | 175,531 | — | — | 3.12 | 11/21/2025 | — | — | | | 3/4/2024 | (8) | 49,638 | — | — | 3.63 | 11/21/2025 | — | — | | Jay Muelhoefer | 11/1/2023 | (6), (13) | — | — | — | — | — | 512,214 | $2,023,245 | | | 3/4/2024 | (6), (13) | — | — | — | — | — | 227,272 | $897,724 | | | 3/4/2024 | (8),(13) | 55,843 | 241,990 | — | 3.63 | 3/3/2034 | — | — |
Outstanding Equity Awards at 2024 Fiscal Year-End
___________________ (1)Based on the closing price of our Class A common stock of $3.95 per share as of December 31, 2024. (2)Mr. Kedzierski did not receive equity grants in FY2024. (3)The option awards became fully vested on January 31, 2021. (4)The option awards became fully vested on January 1, 2022. (5)The option awards became fully vested on June 3, 2024. (6)The RSU awards vest over a three-year period with one-third vesting on the first, second, and third anniversaries of the vesting commencement date, subject to the recipient continuously providing services to us through each such vesting date. (7)The options awards vest over a four-year period with 25% vesting on the first anniversary of the vesting commencement date and the remaining 75% vesting quarterly thereafter in 12 equal installments, subject to the recipient continuously providing services to us through each such vesting date. (8)The options awards vest over a four-year period, beginning on the vesting commencement date, with one-sixteenth vesting quarterly in 16 equal installments, subject to the recipient continuously providing services to us through each such vesting date. (9)The options awards vest over a four-year period with 25% vesting on the first anniversary of the vesting commencement date and the remaining 75% vesting monthly thereafter in 36 equal installments, subject to the recipient continuously providing services to us through each such vesting date. (10)The option award fully vested on the grant date. (11)Includes 558,385 exercisable stock options that were previously transferred for no consideration to and are held by a grantor retained annuity trust which may be deemed to be beneficially owned by Mr. George as the sole recipient of the annuity payments and the trustee of such trust. (12)Includes 399,312 exercisable stock options that were previously transferred for no consideration to and are held by a grantor retained annuity trust which may be deemed to be beneficially owned by Mr. George as the sole recipient of the annuity payments and the trustee of such trust. (13)Mr. Muelhoefer, as part of his departure, forfeited 512,214 stock awards granted in 2023, and 227,272 stock awards and 241,990 unvested stock options granted in 2024. Mr. Muelhoefer has a 90-day post-termination period to exercise the 55,843 vested stock options. .
Pay Versus Performance
Pay Versus Performance 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”):
Pay Versus Performance
| Year | SCT Total: PEO 11,2 | CAP: PEO 11,3 | SCT Total: PEO 21,2 | CAP: PEO 21,3 | SCT Total: PEO 31,2 | CAP: PEO 31,3 | Average SCT Total for Non-PEO NEOs1,2 | Average CAP to Non-PEO NEOs1,3 | Total Stockholder Return4 | Net Income (millions)5 | | 2024 | $20,769 | $20,769 | $1,727,316 | $1,428,472 | $4,481,049 | $(4,153,245) | $2,052,795 | $(612,590) | $88.57 | $(54.02) | | 2023 | $— | $— | $— | $— | $4,813,882 | $9,308,700 | $3,092,664 | $5,216,512 | $105.83 | $(108.05) | | 2022 | $— | $— | $— | $— | $3,824,972 | $(374,651) | $3,325,879 | $2,399,795 | $58.07 | $(86.80) |
Pay Versus Performance
(1)NEOs included in these columns reflect the following individuals:
Pay Versus Performance
| Year | PEO | Non-PEO NEOs | | 2024 | John Kedzierski (“PEO 1”); Michael Ellenbogen (“PEO 2”); Peter George (“PEO 3”) | Anil Chitkara, Mark Donohue, Jay Muelhoefer, | | 2023 | Peter George | Mark Donohue, Jay Muelhoefer | | 2022 | Peter George | Mark Donohue, Anil Chitkara |
Pay Versus Performance
(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 fiscal years ended December 31, 2024 and December 31, 2023, the amounts shown in the tables below were deducted from and added to the total compensation number shown in the SCT. Please refer to our Proxy Statement that was filed on April 15, 2024 in connection with our 2024 Annual Meeting of Stockholders for information regarding how CAP was calculated for the fiscal year ended December 31, 2022. The SCT and CAP amounts for Mr. George (PEO 3) and Mr. Donohue (non-PEO NEO) for the fiscal year ended December 31, 2023 were adjusted to reflect the repayment of erroneously awarded compensation under the Company’s Clawback Policy as a result of revisions to correct misstatements in previously issued financial statements. See “Recovery of Erroneously Awarded Compensation” for more information.
Pay Versus Performance
| Reconciliation of SCT Total to CAP for PEO 1 | Fiscal Year 2024 | Fiscal Year 2023 | | Summary Compensation Table Total(A) | $20,769 | | | (Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year | — | — | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | — | — | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | — | — | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | — | — | | 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 | — | — | | (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 | $20,769 | $— |
Pay Versus Performance
| Reconciliation of SCT Total to CAP for PEO 2 | Fiscal Year 2024 | Fiscal Year 2023 | | Summary Compensation Table Total(A) | $1,727,316 | | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | (1,249,995) | — | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | 1,209,908 | — | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | (222,607) | — | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | 114,788 | — | | 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 | (150,938) | — | | (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 | $1,428,472 | $— |
Pay Versus Performance
| Reconciliation of SCT Total to CAP for PEO 3 | Fiscal Year 2024 | Fiscal Year 2023 | | Summary Compensation Table Total | $4,481,049 | $4,813,882 | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | (3,999,997) | (3,749,997) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | — | 4,852,659 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | — | 1,099,531 | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | 367,326 | 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 | (450,414) | 1,691,728 | | (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 | (4,551,209) | — | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | — | — | | Compensation Actually Paid | $(4,153,245) | $9,308,700 |
Pay Versus Performance
| Reconciliation of SCT Total to CAP for Non-PEO NEOs | Fiscal Year 2024 | Fiscal Year 2023 | | Summary Compensation Table Total | $2,052,795 | $3,092,664 | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | (1,616,662) | (2,724,999) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | 855,001 | 3,236,686 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | (202,962) | 782,756 | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | 123,888 | 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 | (574,064) | 653,144 | | (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 | (1,250,587) | — | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | — | — | | Compensation Actually Paid | $(612,591) | $5,216,512 |
Pay Versus Performance
(A)Messrs. Kedzierski and Ellenbogen were not named executive officers for the fiscal year ended December 31, 2023, and therefore SCT information has only been provided for the fiscal year ended December 31, 2024. For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes. The assumptions used in calculating the fair value of the equity awards did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table, except that the fair value calculations of (i) the options granted on 3/4/2024 used an expected term between 4.8 years and 7.4 years, as compared to an expected term of 6.1 years used to calculate the grant date fair value of such awards. (4)Total Stockholder Return (TSR) represents the cumulative return on a fixed investment of $100 in the Company’s common stock, for the period beginning on December 31, 2021 through the end of the applicable fiscal year, assuming reinvestment of dividends. (5)The dollar amounts reported represent the net income reflected in the Company’s audited financial statements for the applicable year.
What happens if a nominee for director should become unable to serve, or for good cause will not serve?
What happens if a nominee for director should become unable to serve, or for good cause will not serve? If that happens, the persons named as proxies may vote for a substitute nominee designated by the Board to fill the vacancy, or, if no substitute has been nominated, for the remaining nominees, leaving a vacancy, or the Board may reduce its size. The Board has no reason to believe that any of the nominees will be unable or decline to serve if elected.