DEF 14A of Inseego Corp.
Filed Jul 29, 2025 · FY20240001683168-25-005459
Directors with Terms Expiring at the 2026 Annual Meeting of Stockholders
Mr. Tuder, age 52, was appointed to the Board in June 2017. Mr. Tuder is the Founder and Managing Member of Tremson Capital Management, LLC since April 2015. Mr. Tuder is also Chief Executive Officer of Concord Acquisition Corp II. Prior to founding Tremson, he held investment roles at KSA Capital Management, LLC and at JHL Capital Group, LLC. Previously, Mr. Tuder was a Managing Director of CapitalSource Finance, LLC, and was a member of the private equity investment team at Fortress Investment Group, LLC. Mr. Tuder began his career in various investment capacities at Nassau Capital and ABS Capital Partners. Mr. Tuder currently serves on the board of directors of GCT Semiconductor Holding, Inc. (NASDAQ: GCTS). Mr. Tuder previously served on the board of directors of MRV Communications, Inc., Seachange International, Unico American, and NamTai Property. Mr. Tuder also has served as a director of a number of privately held companies. Mr. Tuder received a Bachelor of Arts degree from Yale College. Mr. Tuder’s private equity and hedge fund investment experience, his expertise in evaluating both public and private investment opportunities across numerous industries, and his ability to think creatively in considering ways to maximize long-term shareholder value provide a valuable background for him to serve as a member of our Board, as Chair of our Audit Committee, Chair of the Compensation Committee, and as a member of the Nominating and Corporate Governance Committee.
Compensation Committee
| · | administering our employee benefits plans, including approving awards of stock, restricted stock units (“RSUs”) and stock options to employees and other parties under our equity incentive compensation plans; and |
Director Compensation
Director Compensation We use a combination of cash and equity-based incentive compensation to attract and retain qualified candidates to serve on the Board. Upon the recommendation of the Compensation Committee, the Board makes all compensation decisions for our non-management directors. In recommending director compensation, the Compensation Committee considers, among other things, the amount of time required of directors to fulfill their duties. A director who is also an employee of the Company does not receive additional compensation for serving as a director. Cash Compensation. The Board has approved the following components of the annual cash retainer fee to our non-management directors for Board and Board committee service in 2024 (which amounts are prorated for directors who only served for a portion of the year):
Director Compensation
| | Chair | Member | | Board of Directors | $80,000(1) | $40,000 | | Audit Committee | $20,000 | $10,000 | | Compensation Committee | $14,000 | $6,000 | | Nominating and Corporate Governance Committee | $10,000 | $5,000 |
Director Compensation
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Director Compensation
| (1) For independent directors only. If the Chair is also an employee or officer of the Company they will not receive payment for service as Board Chair beyond their salary (other than the arrangement regarding Mr. Brace’s service as Executive Chairman on an interim basis, described below). Effective June 1, 2023, the Board approved a temporary increase in Mr. Tuder’s compensation through June 30, 2024 to a monthly fee of $35,000 per month (in lieu of any other cash compensation) as compensation for various special projects Mr. Tuder engaged in at the request and direction of the Board. In February 2024, in connection with Mr. Brace’s appointment as Executive Chairman on an interim basis, the Board approved a temporary increase in Mr. Brace’s director compensation to $20,000 per month for so long as he served in such capacity. |
Director Compensation
In addition, the Board may approve additional compensation for service on ad hoc committees that may be formed from time-to-time. Equity-Based Compensation. The Board approved the following components for equity compensation to be awarded to each non-management director of the Company for fiscal 2024.
Director Compensation
| · | An initial equity award upon joining the Board in the form of RSUs with an economic value of $145,000. The RSUs vest in three equal annual installments beginning with the first anniversary of the grant date. |
Director Compensation
| · | Thereafter, an annual equity award in the form of RSUs with an economic value of $125,000 that vests in full on the first anniversary of the grant date. |
Director Compensation
In addition, on July 30, 2024 the Board awarded Mr. Brace 32,397 fully vested RSUs as compensation for his service as Executive Chairman of the Company through such date, and 100,000 RSUs, which vested 50% in six months and 50% in 12 months, subject to Mr. Brace’s continued service as Executive Chairman. Director Compensation Table. The table below summarizes the compensation paid to our non-management directors for service on the Board for the fiscal year ended December 31, 2024 (excluding Mr. Brace, whose compensation is described in the discussion of executive compensation below). In addition to the payments below, the Company reimburses directors for reasonable out-of-pocket expenses incurred in connection with attending Board and Board committee meetings.
Director Compensation
| Name | Fees Earned in Cash ($) | Stock Awards ($)(1)(2) | All Other Compensation ($) | Total ($) | | James B. Avery(3) | 66,000 | 125,000 | – | 191,000 | | Stephanie Bowers(4) | 78,750 | – | – | 78,750 | | Christopher Harland | 57,500 | 125,000 | – | 182,500 | | Christopher Lytle(5) | 39,239 | – | – | 39,239 | | Jeffrey Tuder | 219,667 | 125,000 | – | 344,667 |
Director Compensation
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Director Compensation
| (1) Represents the aggregate grant date fair value of the equity awards granted in 2024 as computed in accordance with Accounting Standards Codification (“ASC”) Topic 718, excluding the effect of estimated forfeitures. Assumptions used in the calculation of these amounts are included in Note 8, Share-based Compensation, in the 2024 Annual Report. | | (2) The following table shows, for each of our non-management directors, the aggregate number of shares subject to stock options and unvested stock awards outstanding as of December 31, 2024. |
Director Compensation
| Name | Stock Awards (#) | Option Awards (#) | | James B. Avery (issued to Tavistock Holdings, Inc.) | 7,655 | – | | Stephanie Bowers | – | – | | Christopher Harland | 7,655 | – | | Christopher Lytle | – | – | | Jeffrey Tuder | 7,655 | 5,690 |
Director Compensation
| (3) As required by the terms of his employment with Tavistock Holdings, Inc., all cash director fees earned by Mr. Avery are paid to Tavistock Foundation, Inc., a non-profit incorporated and existing under the laws of the State of Florida, and all equity awards to which he would be entitled for service as a director of the Company are issued to Tavistock Holdings, Inc. | | (4) Ms. Bowers resigned from the Board effective as of June 30, 2024. | | (5) Mr. Lytle’s service as a director ended at the Company’s annual meeting of stockholders on September 23, 2024. |
Director Compensation
INFORMATION REGARDING OUR EXECUTIVE OFFICERS The following table sets forth certain information with respect to our current executive officers:
Director Compensation
| Executive | Age | Title | | Juho Sarvikas | 43 | Chief Executive Officer | | Steven Gatoff | 58 | Chief Financial Officer | | Paul McClaskey | 48 | Chief Accounting Officer |
Director Compensation
The biographical information with respect to Mr. Sarvikas included above is incorporated herein by reference. Steven Gatoff has served as the Company’s Chief Financial Officer since September 2023. Before joining Inseego, Mr. Gatoff served as chief financial officer ("CFO") of Edge Case Research, Inc. from early 2023 to September 2023. Before that, he worked as CFO of each of the following corporations: HALO Dx, Inc. in 2022; Absolute Software Corporation from 2020 to 2022; 8x8, Inc. from 2018 to 2020; PagerDuty, Inc. from 2016 to 2018; Rapid7, Inc. from 2013 to 2016; and iPass, Inc. from 2009 to 2013. Prior to these positions, Mr. Gatoff held senior finance roles at United Online, Inc., Sterling Commerce, Inc. and VeriSign Inc. Earlier in his career, Mr. Gatoff worked as an investment banker at several Wall Street firms including Bear Stearns & Co., Credit Suisse First Boston and Morgan Stanley. He began his career as an auditor with Deloitte & Touche. Mr. Gatoff earned a Master of Business Administration (MBA) degree from Columbia University and a Bachelor of Science (BS) degree from the University of Vermont. He is a certified public accountant (CPA). Paul McClaskey has served as the Company as the Company’s Chief Accounting Officer since December 2023, and as Senior Vice President, Finance and Chief Accounting Officer since January 2025. Mr. McClaskey was designated as the Company’s principal accounting officer in September 2024. Prior to joining the Company, Mr. McClaskey served at Berkeley Lights, Inc., as Chief Accounting Officer from 2022 to 2023 and as Vice President, Accounting, from 2021 to 2022. From 2014 to 2021, Mr. McClaskey held roles of increasing responsibility at DISH Network Corporation, serving as Vice President of Accounting from 2019 to 2021 and as Director of Financial Reporting from 2014 to 2019. Mr. McClaskey also held roles of increasing responsibility at URS Corporation, from 2012 to 2014, including Director of Technical and International Accounting. In addition, Mr. McClaskey held roles in both the audit and advisory practices of KPMG, LLP from 2003 to 2012. Mr. McClaskey earned a Bachelor of Arts in Economics from the University of Puget Sound and a Master of Accounting degree from the University of Arizona. Mr. McClaskey is a licensed CPA and is a CFA charterholder. There are no family relationships among any of our executive officers and/or directors. There are currently no legal proceedings, and during the past 10 years there have been no legal proceedings, that are material to the evaluation of the ability or integrity of any of our current executive officers. COMPENSATION OF NAMED EXECUTIVE OFFICERS The following information describes the material elements of compensation for the Company’s named executive officers for the year ended December 31, 2024, which consist of: (1) Phil Brace, our former Executive Chairman; (2) Steven Gatoff, our Chief Financial Officer; (3) Paul McClaskey, our Chief Accounting Officer; and (4) Ashish Sharma, our former President and Chief Executive Officer.
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding the compensation of our named executive officers for the years ended December 31, 2024 and 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | Phil Brace(3) | 2024 | 203,077 | – | 1,215,404 | – | – | 49,433 | 1,467,914 | | Former Executive Chairman | | | | | | | | | | Steven Gatoff | 2024 | 350,000 | 245,000(4) | 1,836,000 | – | 248,063 | – | 2,679,063 | | Chief Financial Officer | 2023 | 96,923 | – | – | 83,475 | – | – | 180,398 | | Paul McClaskey(6) | 2024 | 275,000 | 200,000(4) | 275,400 | – | 105,000 | – | 855,400 | | Chief Accounting Officer | | | | | | | | | | Ashish Sharma(7) | 2024 | 88,462 | – | – | – | 68,157 | 306,377 | 462,995 | | Former Chief Executive Officer & President | 2023 | 500,000 | – | – | – | – | 12,500 | 512,500 |
Summary Compensation Table
| (1) Represents the aggregate grant date fair value of the stock and option awards granted in the respective fiscal year as computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. Assumptions used in the calculation of these amounts are included in Note 9, Share-based Compensation, in the Original Form 10-K. | | (2) See the All Other Compensation table below for additional information. | | (3) Mr. Brace served as Executive Chairman of the Company from February 19, 2024 to February 5, 2025. | | (4) Represents discretionary bonuses paid in connection with the Company’s successful completion of significant corporate restructuring transactions during 2024. | | (5) Represents annual incentive payments earned with respect to the Company’s financial performance during 2024, which were paid in cash in March 2025. | | (6) Mr. McClaskey was designated as the principal accounting officer starting September 30, 2024. | | (7) Mr. Sharma served as the Company’s Chief Executive Officer until February 23, 2024. |
Summary Compensation Table
All Other Compensation The following table sets forth information concerning All Other Compensation in the table above:
Summary Compensation Table
| Name | Year | 401(k) Employer Match ($) | Other Compensation ($) | Total ($) | | Phil Brace | 2024 | – | 49,433(1) | 49,433 | | Steven Gatoff | 2024 | – | – | – | | | 2023 | – | – | – | | Paul McClaskey | 2024 | – | – | – | | Ashish Sharma | 2024 | 2,212 | 304,166(2) | 306,377 | | | 2023 | 12,500 | – | 12,500 |
Summary Compensation Table
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Summary Compensation Table
| (1) Represents board fees paid in addition to Mr. Brace’s salary for serving as Executive Chair. | | (2) Represents (1) severance pay of $250,000 pursuant to Mr. Sharma’s change in control and severance agreement, as described below under “Narrative Discussion of Summary Compensation Table - Severance and Change-in-Control Arrangements”; and (2) accrued vacation paid upon termination of $54,166. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding the stock options and RSUs held by our named executive officers that were outstanding as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#)(1) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) (2) | Option Exercise Price ($)(1) | Option Expiration Date | Number of shares of stock that have not vested (#)(1)(3) | Market value of shares of stock that have not vested ($)(4) | | Philip Brace | 09/29/2023 | – | – | – | – | 23,577 | 241,900 | | | 07/30/2024 | – | – | – | – | 100,000 | 1,026,000 | | Steven Gatoff | 09/14/2023 | 7,812 | 17,188 | 4.73 | 9/14/2033 | | | | | 07/30/2024 | – | – | – | – | 200,000 | 2,052,000 | | Paul McClaskey | 12/21/2023 | 2,500 | 7,500 | 2.20 | 12/21/2033 | | | | | 7/30/2024 | – | – | – | – | 30,000 | 307,800 | | Ashish Sharma | – | – | – | – | – | – | – |
Outstanding Equity Awards at Fiscal Year-End
| (1) Number of shares and exercise prices are presented on a split-adjusted basis, following the Company’s 1-for-10 reverse stock split, effective January 23, 2024. | | (2) Unless otherwise indicated, stock options are scheduled to vest over a four-year period, with one-fourth vesting on the first anniversary of the grant date and the remainder vesting ratably on a monthly basis thereafter through the fourth anniversary of the grant date. | | (3) Represents RSU awards. RSUs are scheduled to vest over a four-year period, with one-fourth vesting on the first anniversary of the grant date and the remainder vesting ratably on a monthly basis thereafter through the fourth anniversary of the grant date. | | (4) Calculated based on the closing price per share of our common stock on December 31, 2024 ($10.26). |
Pay Versus Performance
Pay Versus Performance The following table presents information regarding our executive compensation pay relative to corporate performance of our principal executive officers (“PEO”) and non-PEO named executive officers (“NEOs”) for 2022, 2023 and 2024. This table and the accompanying disclosures are prescribed by SEC rules. Those rules require amounts included in the “compensation actually paid” columns of the table to be calculated according to a particular formula intended to demonstrate the relationship between “compensation actually paid” to a company’s NEOs and the company’s performance. The formula reflects a number of fair value adjustments to equity awards intended to show the change in value of those awards from one year to another. They do not reflect, however, the precise amounts actually earned by or paid to our executives during the years shown in the table.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO | | Compensation Actually Paid to PEO (3) | | Average Summary Compensation Table Total for Non-PEO | Average Compensation Actually Paid to Non-PEO | Value of initial fixed $100 investment based on: Total Shareholder | Net Income (Loss) (in thousands) | | | PEO1 (1) | PEO1 (2) | PEO1 (1) | PEO1 (2) | NEOs (4) | NEOs (3)(4) | Return (5) | (6) | | 2024 | 1,467,914 | 462,995 | 1,932,745 | 361,509 | 1,767,232 | 2,042,549 | $17.60 | 4,572 | | 2023 | – | 512,500 | – | (239,254) | 312,667 | 238,520 | $3.77 | (46,185) | | 2022 | 1,100,516 | 5,462,347 | 1,048,917 | 389,531 | 584,577 | (81,888) | $14.41 | (67,969) |
Pay Versus Performance
| (1) For 2024 represents compensation paid to Philip Brace, who served as PEO from February 24, 2024 through February 5, 2025. For 2022 represents compensation paid to Dan Mondor, who served as PEO through February 28, 2022. | | (2) Represents compensation paid to Ashish Sharma, who served as PEO from March 1, 2022 through February 23, 2024. |
Pay Versus Performance
| (3) The Summary Compensation Table (“SCT”) totals reported for the PEOs and the average of the other NEOs for each year were subject to the adjustments summarized in the two tables below as required by Regulation S-K Item 402(v)(2)(iii) to calculate “compensation actually paid.” Equity values are calculated in accordance with FASB ASC Topic 718. Valuation assumptions used to calculate fair values at the times indicated in the two tables below did not materially differ from those disclosed at the time of grant except for the stock price, percentage of volatility, risk free rate and the term used to calculate the valuations. The following table shows the adjustments made to the SCT totals to calculate “compensation actually paid”: |
Pay Versus Performance
| | 2024 | | | 2023 | | 2022 | | | | | PEO1 $ | PEO2 $ | Average Non-PEO NEOs $ | PEO $ | Average Non-PEO NEOs $ | PEO1 $ | PEO2 $ | Average Non-PEO NEOs $ | | Total Compensation from Summary Compensation Table | 1,467,914 | 462,995 | 1,767,232 | 512,500 | 312,667 | 1,100,516 | 5,462,347 | 584,577 | | Adjustments for Equity Awards | | | | | | | | | | Adjustment for grant date values in the Summary Compensation Table | (1,215,404) | – | (1,055,700) | – | (27,825) | (949,997) | (4,967,983) | (212,500) | | Year-end fair value of unvested awards granted in the current year | 1,026,000 | – | (1,179,900) | – | 16,536 | – | 555,500 | 28,350 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | 164,097 | (101,940) | 85,161 | (758,715) | (62,156) | – | (545,589) | (467,304) | | Fair values at vest date for awards granted and vested in current year | 297,404 | – | – | – | – | 949,998 | 269,999 | 212,500 | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | 192,734 | 455 | 65,957 | 6,961 | (702) | (51,600) | (384,742) | (227,512) | | Total Adjustments for Equity Awards | 464,831 | (101,486) | 275,318 | (751,754) | (74,147) | (51,599) | (5,072,815) | (666,466) | | Compensation Actually Paid (as calculated) | 1,932,745 | 361,509 | 2,042,549 | (239,254) | 238,520 | 1,048,917 | 389,531 | (81,888) |
Pay Versus Performance
| (4) Reflects the compensation of the following other NEOs: for 2024, Steven Gatoff and Paul McClaskey; for 2023, Steven Gatoff, Robert Barbieri and Doug Kahn; and for 2022, Robert Barbieri and Doug Kahn. | | (5) Represents the value of a $100 investment in the Company’s shares as of December 31, 2021, valued again on each of December 31, 2022, 2023 and 2024. | | (6) Net income (loss) as reported in the Company’s audited financial statements. |