DEF 14A of Playboy, Inc.
Filed Apr 30, 2026 · FY20250001628280-26-028967
PROPOSAL NO. 1 — ELECTION OF DIRECTORS
PROPOSAL NO. 1 — ELECTION OF DIRECTORS The Company’s business affairs are managed under the direction of our Board. As of the date this Proxy Statement is made available to the Company’s stockholders, the Board consists of six members, as set forth below (with director nominees for election at this year’s Annual Meeting in bold).
PROPOSAL NO. 1 — ELECTION OF DIRECTORS
| Name | Age | Position | | Ben Kohn | 52 | Chief Executive Officer, President, and Director | | Suhail Rizvi | 60 | Director (Chairman of the Board) | | György Gattyán | 55 | Director | | Juliana F. Hill | 57 | Director | | Tracey Edmonds | 59 | Director | | James Yaffe | 65 | Director |
PROPOSAL NO. 1 — ELECTION OF DIRECTORS
The Board is divided into three classes: Class I, Class II and Class III, with only one class of directors being elected in each year and each class serving a three-year term. Our stockholders will elect two directors in one class at this year’s Annual Meeting, as follows: •Class III, which consists of Ms. Tracey Edmonds and Mr. James Yaffe, each of whom is subject to re-election for a new term that will expire at the Company’s annual meeting of stockholders to be held in 2029. Ms. Edmonds and Mr. Yaffe are referred to in this proxy statement as the “nominees”. Upon their election to the Board, the nominees will serve from the time of election and qualification until the third annual meeting following their election and until their successors are duly elected and qualified. The Board’s Class I directors, consisting of Messrs. Kohn and Rizvi, and Class II directors, consisting of Mr. Gattyán and Ms. Hill, are not up for reelection. The Class I directors’ terms will expire at the Company’s annual meeting of stockholders to be held in 2027. The Class II directors’ terms will expire at the Company’s annual meeting of stockholders to be held in 2028. The affirmative vote of a plurality of the total votes cast for directors is necessary to elect each nominee as a director. This means that the two nominees who receive the most votes will be elected to the two open directorships, even if they receive less than a majority of the votes cast. Each nominee has consented to his or her nomination and has advised us that he or she intends to serve if elected. If at the time of the Annual Meeting one or more of the nominees have become unable to serve: (i) shares represented by proxies will be voted for the remaining nominees and for any substitute nominee or nominees; or (ii) the Board may, in accordance with our Bylaws, reduce the size of the Board or may leave a vacancy until a nominee is identified. Unless otherwise instructed, the proxy holders will vote the proxies received by them “FOR” the election of Tracey Edmonds and James Yaffe as Class III directors. The following is a brief biography of each nominee for director and a discussion of the specific experience, qualifications, attributes, or skills for each nominee that led the Corporate Governance and Nominating Committee of the Board (the “CGN Committee”) to recommend that person as a nominee for director as of the date of this proxy statement. Tracey Edmonds has served as a director of the Company since February 2021. Ms. Edmonds has served as the Chief Executive Officer, President of Edmonds Entertainment since July 1996, through which she has produced groundbreaking and award-winning projects for television, film, music, and digital media. In 2019, Ms. Edmonds also founded the lifestyle, health and wellness media brand, AlrightNow.com for which she currently serves as Editor. From 2014 to 2017, Ms. Edmonds served as the Co-Host of ExtraTV for which she received an Emmy Award, Gracie Award, and Genie Award as Host. Previously, she served on the Board of Governors for the Producers Guild of America (PGA), where she also served as the Co-Chair for the PGA’s annual Produced By Conference for six years. She also served on the Board of Trustees for the American Film Institute and the Board of Trustees for The Recording Industry Association of America®. Ms. Edmonds is a member of the Academy of Motion Picture Arts and Sciences. She is a graduate of Stanford University and holds an Honorary Doctorate in Business from Southern University. We believe Ms. Edmonds’ approximately 30 years of experience in the entertainment industry, which is highly relevant to our business, and as an entrepreneurial executive makes her well qualified as a member of our Board. James Yaffe has served as a director of the Company since February 2021. Mr. Yaffe is the founder and Chief Executive Officer of TA:DA Holdings, LLC (“TA:DA”), an operational holding company that buys and invests in human performance companies and was founded in April 2019. TA:DA’s current active growth equity investments include Freeletics, Karat, TransfrVR, The Mighty and Yahoo. Prior to TA:DA, Mr. Yaffe was a co-founder and Chief Strategy Officer at Ziff Davis (Nasdaq: ZD), running Strategy, M&A and Business Development from November 2011 to January 2019. Ziff Davis is a leading internet information and services company consisting of a portfolio of brands including IGN, Mashable, Humble Bundle, Speedtest, PCMag, RetailMeNot, Everyday Health and What to Expect. In January 2011, Mr. Yaffe co-founded FUEL:M+C (Media+Commerce), which provides growth equity to later stage companies in digital media, commerce and data verticals, including investments in Maker Studios (sold to The Walt Disney Company), Bureau of Trade (sold to eBay Inc.), Vox, Simply Gum and Morgenstern’s Ice Cream. From 2008 to January 2011, Mr. Yaffe served as a Managing Partner of Windsor Media, which makes investments in early-stage technology-enabled media companies including Vice, Square and Scopely. Mr. Yaffe is currently on the board of directors of TheMighty and Move.one, and he is active on the Advisory Board of The Ross School of Business at the University of Michigan. Mr. Yaffe holds a Bachelor of Arts degree in economics, marketing and communications from the University of Michigan. We believe Mr. Yaffe’s many years as an investor, consultant, executive and board member with a range of companies brings invaluable experience to our Board. Upon the recommendation of our CGN Committee, our Board has nominated Tracey Edmonds and James Yaffe as Class III directors, to serve until the 2029 annual meeting of stockholders and until their successors have been duly elected and qualified.
Qualifications for Director Nominees
Qualifications for Director Nominees The CGN Committee has established the following minimum criteria for evaluating prospective Board candidates: •Reputation for integrity, strong moral character and adherence to high ethical standards. •Holds or has held a generally recognized position of leadership in community and/or chosen field of endeavor, and has demonstrated high levels of accomplishment. •Demonstrated business acumen and experience, and ability to exercise sound business judgments and common sense in matters that relate to the current and long-term objectives of the Company. •Ability to read and understand basic financial statements and other financial information pertaining to the Company. •Commitment to understand the Company and its business, industry and strategic objectives. •Commitment and ability to regularly attend and participate in meetings of the Board, Board committees and stockholders, number of other company boards on which the candidate serves and ability to generally fulfill all responsibilities as a director of the Company. •Willingness to represent and act in the interests of all stockholders of the Company, rather than the interests of a particular group. •Good health, and ability to serve. •For prospective non-employee directors, independence under applicable SEC and stock exchange rules, and the absence of any conflict of interest (whether due to a business or personal relationship) or legal impediment to, or restriction on, the nominee serving as a director. •Willingness to accept the nomination to serve as a director of the Company. The Committee will also consider the following factors in connection with its evaluation of each prospective nominee: •Whether the prospective nominee will generally foster a diversity of backgrounds, skills, perspectives and experiences (provided that the Company and the Board have not adopted any specific policy or criteria regarding director diversity). •For potential audit committee members, whether the nominee possesses the requisite education, training and experience to qualify as “financially sophisticated” or the equivalent standard under applicable SEC rules, as applicable. •For incumbent directors standing for re-election, the incumbent director’s performance during his or her term, including the number of meetings attended, level of participation, overall contribution to the Company, number of other company boards on which the director serves, and any changed circumstances affecting the individual director that may bear on his or her ability to continue to serve on the Board. •The composition of the Board and whether the prospective nominee will add to or complement the Board’s existing strengths. For information regarding the qualifications of each of our directors, we encourage you to read their biographies set forth in this Proxy Statement.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Our Non-Employee Director Compensation Policy became effective as of February 10, 2021 and was amended on April 20, 2023. Our Non-Employee Director Compensation Policy consists of both cash and equity components. We also currently reimburse our directors for their reasonable out-of-pocket expenses in connection with attending Board and committee meetings. On April 20, 2023, the Non-Employee Director Compensation Policy was amended, in consultation with the Compensation Committee’s independent compensation consultant, Exequity LLP (“Exequity”). Under the amended policy, the annual equity grant was reduced from $200,000 in grant date value to a grant date value of $100,000, the initial equity grant in grant date value of $200,000 was eliminated, and each non-employee director is eligible to receive an annual cash retainer of $65,000 for service on the Board. In addition, each non-employee director is eligible to receive the following additional annual cash retainers for serving in the applicable committee role: •Chairperson of the Audit Committee: $20,000 •Member of the Audit Committee (other than the Chairperson): $10,000 •Chairperson of the Compensation Committee: $15,000 •Member of the Compensation Committee (other than the Chairperson): $10,000 •Chairperson of the CGN Committee: $15,000 •Member of the CGN Committee (other than the Chairperson): $10,000 •Chairperson and/or Member of a Special Committee: the Board may from time to time award an additional retainer for non-employee directors serving on a special committee of the Board. The annual retainers are to be paid quarterly, in arrears. In the event a non-employee director does not serve in a pertinent role for an entire calendar quarter, the applicable retainer will be prorated for the portion of such calendar quarter actually served. Non-employee directors may elect to receive vested shares of Common Stock in lieu of the foregoing cash retainers on the date on which such retainers would otherwise have been paid in cash in accordance with the terms and conditions of our equity incentive plan. Non-employee directors are also required to retain ownership of at least 25% of the shares of Common Stock of the Company awarded to them (net of taxes) and maintain such ownership until their departure from the Board.
Director Compensation Table
Director Compensation Table The following table sets forth information concerning the compensation paid to our directors who were not named executive officers during the year ended December 31, 2025. The compensation received by Mr. Kohn as an employee of our company is presented in “Executive Compensation—Summary Compensation Table”.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | All Other Compensation ($) | Total ($) | | Suhail Rizvi(1) | — | 159,163 | — | 159,163 | | Tracey Edmonds | 100,000 | 107,000 | — | 207,000 | | James Yaffe | 100,000 | 107,000 | — | 207,000 | | Juliana F. Hill | 105,000 | 107,000 | — | 212,000 | | György Gattyán(4) | 57,514 | 107,000 | — | 164,514 | | Natalia Premovic(5) | 23,571 | — | — | 23,571 |
Director Compensation Table
____________________________ (1) Mr. Rizvi elected to receive his director cash fees through the issuance of stock awards in lieu of cash payments. (2) The amounts in this column include 2025 cash director fees of $25,000, $25,000, $26,250 and $16,250 that were earned as of December 31, 2025 but not paid until the first quarter of 2026 to Ms. Edmonds, Mr. Yaffe, Ms. Hill and Mr. Gattyán, respectively. (3) The amounts in these columns reflect the aggregate grant date fair value of RSU awards, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718. As of December 31, 2025, the total number of RSUs awarded to each non-employee director and still outstanding was as follows: Mr. Rizvi (100,000 RSUs), Ms. Edmonds (100,000 RSUs), Mr. Yaffe (100,000 RSUs), Mr.Gattyán (100,000 RSUs) and Ms. Hill (100,000 RSUs), and the non-employee directors held no other outstanding stock awards or option awards. The amount for Mr. Rizvi includes RSUs for $32,500 of his 2024 director fees, which RSUs were actually granted in 2025. As of December 31, 2025, Mr. Rizvi had not yet been issued RSUs in respect of $65,000 of his 2025 director fees, which RSUs were granted in April 2026 and are therefore not included in the 2025 table above. (4) Mr. Gattyán was appointed to the Board in February 2025. (5) Ms. Premovic was appointed to the Board in August 2025 and resigned from the Board in December 2025. Ms. Premovic’s RSU award granted to her in 2025 was forfeited by her and canceled upon her resignation.
Elements of Executive Compensation
In March 2026, the Compensation Committee approved increasing the base salary of Mr. Kohn to $1,000,000, of Mr. Crossman to $500,000 and of Mr. Riley to $500,000. Annual Bonuses The Company uses annual cash incentive bonuses for executive officers to tie a portion of their compensation to financial and operational objectives achievable within the applicable fiscal year. The Compensation Committee selects any applicable performance targets, target amounts, target award opportunities and other terms and conditions of annual cash bonuses for the executive officers, subject to the terms of any employment agreement. Following the end of each year, to the extent applicable, the Compensation Committee determines the extent to which the performance targets were achieved and the amount of the award that is payable to the executive officers, taking into consideration each individual’s bonus target set forth in their respective employment agreement (which did not change in 2025 from prior years). The Compensation Committee also retains discretion to award individual discretionary bonuses. The employment agreements in effect during 2025 for each of Messrs. Kohn, Crossman and Riley provided for an annual cash bonus based on a target percentage of each named executive officer’s base salary: a target of 100% for Mr. Kohn and a target of 80% for each of Mr. Crossman and Mr. Riley. See “Employment Agreements” below. Such annual cash bonuses, if any to be provided in a given year, are based on the achievement of performance criteria which may relate to financial and non-financial metrics as reasonably determined by the Board or Compensation Committee. In 2025, the Compensation Committee tied the named executive officers’ annual cash bonuses to the Company’s achievement of an annual revenue target for 2025 of $120.5 million and an Adjusted EBITDA target for 2025 of $15.2 million, in each case as such metrics are defined and/or determined as set forth in the Company’s 2025 Annual Report on Form 10-K filed with the SEC, as well as achievement of certain corporate development objectives. The Compensation Committee determined that, for 2025, such criteria were fully satisfied or exceeded, and approved the payment of annual cash bonuses in the amount of 108% of each named executive officer’s target bonus percentage (i.e., 108% bonus for Mr. Kohn and 86.4% bonus for both Mr. Crossman and Mr. Riley). See note 1 to the “Summary Compensation Table” below for additional details for bonuses paid to each named executive officer for the years 2024 and 2025 (as applicable). Stock-Based Awards We use stock-based awards to reward long-term performance and incentivize future performance of our executive officers and other employees and service providers. We believe that providing a meaningful portion of the total compensation package in the form of stock-based awards aligns the incentives of our executive officers with the interests of our stockholders and motivates and helps retain our executive officers and other personnel. Stock-based awards are awarded under the Incentive Plan, which was approved by our stockholders in 2021. Neither the Board nor the Compensation Committee takes material nonpublic information into account when determining the timing or terms of equity awards, including with respect to options, nor do we time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee has generally granted such awards once a year to directors and executive officers. In addition to the annual grants of equity awards, equity awards may be granted at other times during the year to newly hired or promoted employees, and in other special circumstances. In 2025, we did not grant any stock options, stock appreciation rights, or similar option‐like instruments. We generally issue three forms of equity awards: Restricted Stock Units (RSUs). RSUs represent the right to receive one share of Common Stock for each unit granted, subject to a continued service requirement, so the value of the RSUs is tied to the performance of the Company’s Common Stock. RSUs typically vest over multiple years, subject to continued service through each vesting date. See the “2025 Grants of Plan-Based Awards Table” below for RSUs granted to our named executive officers in 2025. Performance-based Restricted Stock Units (PSUs). PSUs represent the right to receive one share of Common Stock for each unit granted, subject to a continued service requirement. Whereas the vesting of our RSUs is time-based, our PSUs vest upon the achievement of certain performance metrics determined at the time of the grant of the PSUs, subject to continued service through each vesting date. To date, all of our PSUs have had vesting based upon the achievement of certain share price targets by our Common Stock, as quoted on Nasdaq. As with our RSUs the value of the PSUs is tied to the performance of the Company’s Common Stock. In October 2021, Messrs. Kohn and Riley received a grant of PSUs that were to vest in four equal tranches arising upon the achievement of each of the following 30-day volume-weighted average prices for a share of our Common Stock: $20, $30, $40 and $50; provided that each such price was achieved on or prior to the seventh anniversary of the vesting start date (February 10, 2021) of such PSUs. The vesting start date was determined pursuant to the terms of our employment agreements with our named executive officers and is related to the closing date of the consummation of the business combination of PEI and Mountain Crest Acquisition Corp (“MCAC”) in 2021 (the “Business Combination”), pursuant to which our predecessor public company MCAC became PLBY Group, Inc. (now known as Playboy, Inc.) and PEI became a wholly-owned subsidiary of PLBY Group, Inc. Prior to October 9, 2023, the first three milestones had been achieved, resulting in 75% of the grant having vested. As of October 9, 2023, the vesting terms for Messrs. Kohn and Riley’s PSUs were amended to eliminate the remaining milestone such that the remaining unvested shares vested 50% on June 30, 2024 and 50% on June 30, 2025. No PSUs were granted by the Company in 2025. Stock Options. Stock options are granted with an exercise price based on the market price of the Company’s Common Stock on the date of grant (as quoted on Nasdaq). The stock options will have value to our executive officers only if the fair market value of our Common Stock increases after the date of grant, which provides a strong incentive to our executive officers to increase stockholder value. Additionally, stock options typically vest over multiple years, subject to continued service through each vesting date. We view stock options as inherently performance-based and an effective tool to motivate our executive officers to build stockholder value and reinforce our position as a growth company. The exact awards granted are not determined based on a specific formula, but rather through the exercise of judgment after considering various factors, including compensation provided to other executives with similar responsibilities, including in our peer group and within our company, the current unvested equity held by such executive officer, and the perceived retentive value of the proposed awards. We also consider each executive officer’s individual performance, including the results and contributions delivered during the year and how they align with our short-term and long-term goals, the executive’s leadership within the Company, the cash compensation received by the executive officer, and feedback received from the executive officer’s peers and team. No stock options were granted by the Company in 2025. Other Employee Benefits
Tax and Accounting Considerations
Tax and Accounting Considerations Deductibility of Executive Compensation Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), limits the amount that we may deduct from our U.S. federal taxable income for compensation paid to persons who are “covered employees”, for purposes of Section 162(m), to $1 million per covered employee per year. While we are mindful of the benefit of full tax deductibility of compensation, we also value the flexibility of compensating our executive officers in a manner that can best promote our corporate objectives. Therefore, we may approve compensation that may not be fully deductible. No Tax Reimbursement of Parachute Payments and Deferred Compensation We did not provide any executive officer, including any named executive officer, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G, 4999, or 409A of the Code during 2024 or 2025, and we have not agreed and are not otherwise obligated to provide any named executive officer with such a “gross-up” or other reimbursement. Accounting Treatment We account for stock-based compensation in accordance with the authoritative guidance set forth in ASC Topic 718, which requires companies to measure and recognize the compensation expense for all share-based awards made to employees and directors, including PSUs, RSUs, and stock options, over the period during which the award recipient is required to perform services in exchange for the award.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Ben Kohn Chief Executive Officer & President | 2025 | 850,720 | 918,000 | 1,908,229 | — | — | 11,158 | 3,688,107 | | | 2024 | 852,838 | 850,000 | 652,174 | — | — | 9,754 | 2,364,766 | | Marc Crossman Chief Financial Officer & Chief Operating Officer | 2025 | 400,720 | 345,600 | 667,880 | — | — | 10,619 | 1,424,819 | | | 2024 | 401,686 | 320,000 | 228,261 | — | 50,000 | 8,677 | 1,008,624 | | Chris Riley General Counsel and Secretary | 2025 | 400,720 | 345,600 | 667,880 | — | — | 12,850 | 1,427,050 | | | 2024 | 401,935 | 320,000 | 228,261 | — | 50,000 | 12,581 | 1,012,777 |
Summary Compensation Table
______________ (1) The 2024 amounts for Messrs. Kohn, Crossman and Riley were transaction bonuses paid in March 2025 for such officers’ efforts to achieve the successful completion of major financing and business transactions in the fourth quarter of 2024. No performance-based cash bonuses were awarded to the named executive officers for 2024. The 2025 amounts for Messrs. Kohn, Crossman and Riley were annual bonuses determined pursuant to 2025 performance criteria determined by the Compensation Committee, and which bonuses were actually paid in March 2026. (2) The amounts in this column reflect the aggregate grant date fair value of RSU awards, calculated in accordance with FASB ASC Topic 718. (3) The amounts in this column reflect the aggregate grant date fair value of option awards, calculated in accordance with FASB ASC Topic 718. (4) The 2024 amounts for Messrs. Crossman and Riley include a cash retention bonus paid in January 2025. (5) The amount in this column includes matching contributions to the named executive officer’s 401(k) plan account and work from home stipend.
2025 Grants of Plan-Based Awards Table
2025 Grants of Plan-Based Awards Table The following table presents, for each of the named executive officers, information concerning each grant of RSUs made during the year ended December 31, 2025. There were no PSU or option grants made to any of the named executive officers in 2025. This information supplements the information about these awards set forth in the 2025 Summary Compensation Table.
2025 Grants of Plan-Based Awards Table
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Shares Underlying Options (#) | Exercise or Base Price of Option Awards ($/share) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Grant Date | Type of Award | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Ben Kohn | 5/2/2025(1) | RSU | | | | | | | 783,392 | | | 838,229 | | | 5/2/2025(2) | RSU | | | | | | | 1,000,000 | | | 1,070,000 | | Marc Crossman | 5/2/2025(1) | RSU | | | | | | | 274,187 | | | 293,380 | | | 5/2/2025(2) | RSU | | | | | | | 350,000 | | | 374,500 | | Chris Riley | 5/2/2025(1) | RSU | | | | | | | 274,187 | | | 293,380 | | | 5/2/2025(2) | RSU | | | | | | | 350,000 | | | 374,500 |
2025 Grants of Plan-Based Awards Table
______________ (1) The shares underlying these awards to Messrs. Kohn, Crossman and Riley vest in full on June 30, 2026, provided that the shares underlying their awards shall accelerate and fully vest upon a Change of Control of the Company (as defined in the Incentive Plan), upon a sale of the majority of the assets of the Company or upon termination of such officer without cause. (2) The shares underlying these awards to Messrs. Kohn, Crossman and Riley vest in full on April 30, 2026, provided that the shares underlying their awards shall accelerate and fully vest upon a Change of Control of the Company (as defined in the Incentive Plan), upon a sale of the majority of the assets of the Company or upon termination of such officer without cause. (3) In accordance with SEC requirements, the amounts in this column reflect the aggregate grant date fair value of stock and option awards calculated in accordance with FASB ASC Topic 718. The amounts reported do not reflect compensation actually received by the named executive officers.
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table presents, for each of the named executive officers, information regarding their outstanding non-qualified stock options (“NSOs”) and RSUs held as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Type of Award | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(¹) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(¹) | | Ben Kohn | 3/20/2019 | NSO | 948,322(2) | — | 3.35 | 3/20/29 | | | | | | | 4/22/2022 | RSU | | | | | 45,414(3) | 85,378 | | | | | 10/09/2023 | NSO | 321,981(4) | — | 0.66 | 10/09/33 | | | | | | | 10/09/2023 | NSO | 462,963(4) | — | 0.66 | 10/09/33 | | | | | | | 05/02/2025 | RSU | | | | | 783,392(5) | 1,472,777 | | | | | 05/02/2025 | RSU | | | | | 1,000,000(6) | 1,880,000 | | | | Marc Crossman | 10/09/2023 | RSU | | | | | 133,334(7) | 250,668 | | | | | 05/02/2025 | RSU | | | | | 274,187(5) | 515,472 | | | | | 05/02/2025 | RSU | | | | | 350,000(6) | 658,000 | | | | Chris Riley | 3/20/2019 | NSO | 134,570(8) | — | 3.35 | 3/20/29 | | | | | | | 4/22/2022 | RSU | | | | | 15,895(3) | 29,883 | | | | | 10/09/2023 | NSO | 129,630(4) | — | 0.66 | 10/09/33 | | | | | | | 05/02/2025 | RSU | | | | | 274,187(5) | 515,472 | | | | | 05/02/2025 | RSU | | | | | 350,000(6) | 658,000 | | |
Outstanding Equity Awards at 2025 Fiscal Year-End
______________ (1) Amounts in this column reflect the aggregate fair market value of the RSUs, on December 31, 2025, based on the fair market value per share on such date of $1.88. (2) 651,971 options vested as of the grant date, with the remaining options vested ratably over the 15 months following the grant date. (3) Represents a grant of RSUs that vested in four equal installments on each of the first four anniversaries of the vesting start date (April 22, 2022). (4) Represents a grant of stock options that vested in two equal installments on each of the first two anniversaries of the vesting start date (June 30, 2023). (5) Represents a grant of RSUs that vests on June 30, 2026. (6) Represents a grant of RSUs that vested on April 30, 2026. (7) Represents a grant of RSUs that vests in three equal installments on each of the first three anniversaries of the vesting start date (March 22, 2023). (8) 25% of the options under this grant vested as of January 14, 2020, with approximately 2,800 options vested monthly over 12 months following the initial vesting date, and the remaining options vested as of February 10, 2021.
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table presents, for each of the named executive officers, the number of shares of our Common Stock underlying RSUs which vested during 2025 and the aggregate value realized upon the vesting of RSUs. None of the named executive officers exercised options in 2025.
Option Exercises and Stock Vested
| | | Option Awards | | Stock Awards | | | Name | Type of Award | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(¹) | | Ben Kohn(2) | RSU | | | 1,335,852 | $2,080,197 | | Marc Crossman(3) | RSU | | | 407,520 | $563,054 | | Chris Riley(4) | RSU | | | 453,851 | $659,592 |
Option Exercises and Stock Vested
______________ (1) The aggregate value realized upon the vesting of shares underlying RSUs represents the aggregate market price of the shares of our Common Stock on the date of vesting. (2) The market prices of our Common Stock on the dates of vesting of the RSUs in this row were $0.9938 with respect to 45,413 of the shares, $1.46 with respect to 187,500 of the shares, $1.54 with respect to 187,500 of the shares, $1.51 with respect to 261,130 of the shares, $1.65 with respect to 261,131 of the shares, $1.66 with respect to 261,131 of the shares, and $1.62 for 132,047 of the shares. (3) The market prices of our Common Stock on the dates of vesting of the RSUs in this row were $1.20 with respect to 133,333 of the shares and $1.47 for 274,187 of the shares. (4) The market prices of our Common Stock on the dates of vesting of the RSUs in this row were $0.9938 with respect to 15,895 of the shares and $1.47 for 437,956 of the shares.
Estimate of Potential Payments Upon Termination or Change in Control
Estimate of Potential Payments Upon Termination or Change in Control The amounts estimated in the table below assume that the relevant triggering event (a termination of employment or change in control, as applicable) occurred on December 31, 2025 and are based on the terms of the applicable employment agreements and equity award agreements that were in effect on that date. The table assumes that any equity awards that vest in connection with the applicable triggering event that are subject to performance conditions are earned at the target level of performance within the applicable period except as may be noted otherwise, and values equity awards based on the closing price of a share of our Common Stock on December 31, 2025 of $1.88.
Estimate of Potential Payments Upon Termination or Change in Control
| Name and Principal Position | Type of Payment(1) | Termination for Death or Disability ($)(2) | Termination for Cause or Without Good Reason ($)(3) | Termination Without Cause or for Good Reason Absent a Change in Control ($)(4) | Termination Without Cause or for Good Reason in Connection with a Change in Control ($)(4) | | Ben Kohn Chief Executive Officer & President | Cash Severance | 2,576,082 | 26,082 | 6,752,777 | 8,452,777 | | | Equity Severance | 2,426,025 | — | 4,395,787 | 4,395,787 | | | Other Benefits | — | — | 55,080 | 55,080 | | Marc Crossman Chief Financial Officer & Chief Operating Officer | Cash Severance | 652,274 | 12,274 | 2,213,472 | 2,393,472 | | | Equity Severance | 257,735 | — | 1,424,139 | 1,424,139 | | | Other Benefits | — | — | 55,080 | 55,080 | | Chris Riley General Counsel and Secretary | Cash Severance | 652,274 | 12,274 | 2,213,472 | 2,393,472 | | | Equity Severance | 823,357 | — | 1,361,503 | 1,361,503 | | | Other Benefits | — | — | 83,410 | 83,410 |
Estimate of Potential Payments Upon Termination or Change in Control
_____________________ (1) The “Other Benefits” rows reflect the cost of COBRA coverage. The “Cash Severance” rows assume no accrued but unpaid salary or expenses as of December 31, 2025 and include each executive’s annual target bonus, most recent pro-rated bonus (where applicable), and any cash payments pursuant to any applicable retention agreements with the Company (refer to “Employment Agreements—Named Executive Officer 2024 Retention Agreements” and “Employment Agreements—Named Executive Officer 2025 Retention Agreements” below for additional details). Pro-rated bonus assumes target bonus payout based on number of days the named executive was employed during the fiscal year in which the date of termination occurred. (2) Assumes death or disability as of December 31, 2025 and payment of accrued but unpaid salary and target bonus payout. (3) Amounts in this column are solely for base salary that would have been accrued but unpaid as of December 31, 2025. (4) Equity severance in this column reflects the acceleration of equity grants that vest after December 31, 2025.
Treatment of Outstanding Equity Awards in the Business Combination
Treatment of Outstanding Equity Awards in the Business Combination In connection with the Business Combination, all outstanding options and RSUs under our 2018 Plan (including the unvested options held by the named executive officers as described in the “Outstanding Equity Awards at 2025 Fiscal Year-End” table above) became fully vested. Each outstanding option was assumed by the Company and automatically converted into an option to purchase shares of Common Stock, and each outstanding RSU was terminated and settled in shares of Common Stock. On February 9, 2021, our stockholders approved the Incentive Plan, which became effective upon the closing of the Business Combination. The Incentive Plan generally governs equity-based awards granted by the Company following the consummation of the Business Combination.
Pension Benefits
Pension Benefits Other than our 401(k) plan, our named executive officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by us during the year ended December 31, 2025.
Non-qualified Deferred Compensation
Non-qualified Deferred Compensation Our named executive officers did not participate in, or earn any benefits under, a non-qualified deferred compensation plan sponsored by us during the year ended December 31, 2025.
Pay Versus Performance
Pay Versus Performance We provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and non-PEO named executive officers (“Non-PEO NEOs”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2),(3) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($)(4) | Net Loss ($) | | 2025 | 3,688,107 | 5,288,647 | 1,425,935 | 1,945,971 | 67.64 | (12,672,000) | | 2024 | 2,364,766 | 3,142,199 | 1,010,700 | 1,150,583 | 53.09 | (79,397,000) | | 2023 | 1,875,055 | 1,965,832 | 651,866 | 575,483 | 36.36 | (180,417,941) |
Pay Versus Performance
______________ (1) Mr. Kohn was the PEO for all years shown. (2) SEC rules require that certain adjustments be made to the totals set forth in the Summary Compensation Table included in this Proxy Statement (the “Summary Compensation Table”) in order to determine “compensation actually paid” for purposes of this Pay Versus Performance Disclosure. “Compensation actually paid” does not represent cash and/or equity value transferred to the applicable NEO, but rather is a value calculated under applicable SEC rules for purposes of this Pay Versus Performance Disclosure. In general, “compensation actually paid” is calculated as total compensation set forth in the Summary Compensation Table, as adjusted to include the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date). None of the NEOs participate in a defined benefit plan, so the following table does not include an adjustment for pension benefits. The below table reflects the required adjustments to reconcile total compensation as set forth in the Summary Compensation Table to “Compensation actually paid” for purposes of the Pay Versus Performance Disclosure. (3) The Non-PEO NEOs were comprised of: for 2025, Messrs. Crossman and Riley, for 2024, Messrs. Crossman and Riley, and for 2023, Messrs. Crossman, Riley, Lance Barton and Florus Beuting and Ms. Ashley Kechter. (4) Assumes an initial investment of $100 in our Common Stock on January 1 of the listed year through the end of the listed year. Total shareholder return (“TSR”) equals stock price appreciation plus reinvestment of any dividends (of which the Company had none for the listed years). Historical stock performance is not necessarily indicative of future stock performance. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Neither the PEO nor the Non-PEO NEOs are accruing benefits under a pension plan for services rendered in the covered years, and therefore no additions are required for pension plan service cost in determining Compensation Actually Paid. The following table reconciles Summary Compensation Table total to Compensation Actually Paid with respect to our PEO for the periods indicated:
Pay Versus Performance
| Year | Salary ($) | Bonus and Non-Equity Incentive Compensation ($) | Equity Compensation ($) | All Other Compensation ($) | Summary Compensation Table Total ($) | Equity Deductions from Summary Compensation Table Total ($) (1) | Additions (Deductions) to Compensation Table Total ($) (2) | Compensation Actually Paid ($) | | 2025 | 850,720 | 918,000 | 1,908,229 | 11,158 | 3,688,107 | (1,908,229) | 3,508,769 | 5,288,647 | | 2024 | 852,838 | 850,000 | 652,174 | 9,754 | 2,364,766 | (652,174) | 1,429,607 | 3,142,199 | | 2023 | 852,238 | — | 1,013,063 | 9,754 | 1,875,055 | (1,013,063) | 1,103,840 | 1,965,832 |
Pay Versus Performance
______________ (1) Represents the grant date fair value of equity-based awards granted. (2) Reflects the value of equity calculated in accordance with the SEC methodology for determining Compensation Actually Paid for each period presented. The equity component of compensation actually paid is further detailed in the supplemental table below. The following table reconciles the Non-PEO NEOs Average Summary Compensation Table total to Average Compensation Actually Paid for the periods indicated:
Pay Versus Performance
| Year | Average Salary ($) | Average Bonus and Non-Equity Incentive Compensation ($) | Average Equity Compensation ($) | Average All Other Compensation ($) | Average Summary Compensation Table Total ($) | Deductions from Summary Compensation Table Total ($) (1) | Average Additions (Deductions) to Compensation Table Total ($) (2) | Average Compensation Actually Paid ($) | | 2025 | 400,720 | 345,600 | 667,880 | 11,735 | 1,425,935 | (667,880) | 1,187,916 | 1,945,971 | | 2024 | 401,810 | 370,000 | 228,261 | 10,629 | 1,010,700 | (228,261) | 368,144 | 1,150,583 | | 2023 | 281,454 | 40,000 | 106,871 | 223,541 | 651,866 | (106,871) | 30,488 | 575,483 |
Pay Versus Performance
______________ (1) Represents the average grant date fair value of equity-based awards granted each year. (2) Reflects the average value of equity calculated in accordance with the SEC methodology for determining Compensation Actually Paid for each period presented. The equity component of compensation actually paid is further detailed in the supplemental table below. The following table includes supplemental data for the additions and deductions resulting in the equity component of PEO Compensation Actually Paid for the periods indicated:
Pay Versus Performance
| Fiscal Year | Addition of Fair Value of Current Year Equity Awards Unvested and Outstanding at Fiscal Year End ($) | (Deductions) Additions for Change in Value of Prior Years’ Awards Unvested and Outstanding at Fiscal Year End ($) | Additions (Deductions) for Change in Value of Prior Years’ Awards That Vested in Fiscal Year ($) | Additions of Fair Value as of the Vesting Date for Awards that are Granted and Vested in the Fiscal Year ($) | (Deductions) for Forfeited Prior Years’ Awards | Equity Value Included in Compensation Actually Paid ($) | | 2025 | 3,352,777 | 19,074 | 136,918 | — | — | 3,508,769 | | 2024 | 1,143,752 | 457,521 | (171,666) | — | — | 1,429,607 | | 2023 | 1,657,748 | (291,172) | (262,736) | — | — | 1,103,840 |
Pay Versus Performance
The following table includes supplemental data for the additions and deductions resulting in equity component of Non-PEO NEOs Average Compensation Actually Paid for the periods indicated:
Pay Versus Performance
| Fiscal Year | Addition of Average Fair Value of Current Year Equity Awards Unvested and Outstanding at Fiscal Year End ($) | (Deductions) Additions for Average Change in Value of Prior Years’ Awards Unvested and Outstanding at Fiscal Year End ($) | Additions (Deductions) for Average Change in Value of Prior Years’ Awards That Vested in Fiscal Year ($) | Additions of Average Fair Value as of the Vesting Date for Awards that are Granted and Vested in the Fiscal Year ($) | (Deductions) for Forfeited Prior Years’ Awards | Equity Value Included in Compensation Actually Paid ($) | | 2025 | 1,173,472 | 31,338 | (16,894) | — | — | 1,187,916 | | 2024 | 274,187 | 121,381 | (27,424) | — | — | 368,144 | | 2023 | 166,767 | (16,940) | (44,265) | — | (75,074) | 30,488 |
Relationships Between Executive Compensation Actually Paid and Net Loss and Total Shareholder Return
Relationships Between Executive Compensation Actually Paid and Net Loss and Total Shareholder Return The following charts are based on the information provided in the tables above to illustrate the relationships between the Company’s compensation actually paid to the PEO and the average compensation actually paid to the Company’s non-PEO NEOs, with (i) the Company’s net loss, and (ii) the Company’s cumulative total shareholder return.