DEF 14A of Inseego Corp.
Filed Apr 23, 2026 · FY20250001683168-26-003150
AND NOTICE OF 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 (“Tremson”) since April 2015. Mr. Tuder is also Chief Executive Officer of Concord Acquisition Corp II and Chief Financial Officer of each of Real Asset Acquisition Corp, Digital Asset Acquisition Corp and Space Asset Acquisition Corp (NASDAQ: RAAQ, DAAQ and SAAQ, respectively). 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), Hyperliquid Securities Inc (NASDAQ: PURR), as well as Real Asset Acquisition Corp and Digital Asset Acquisition Corp. Mr. Tuder previously served on the board of directors of MRV Communications, Inc., Seachange International, Unico American, NamTai Property Concord Acquisition Corp and Concord Acquisition Corp III. 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. Directors with Terms Expiring at the 2027 Annual Meeting of Stockholders
Board Committees
| · | establishing and reviewing our general compensation policies and levels of compensation applicable to our executive officers and our non-management directors; | | · | evaluating the performance of, and determining the compensation for, our executive officers, including our Chief Executive Officer; | | · | reviewing regional and industry-wide compensation practices in order to assess the adequacy and competitiveness of our executive compensation programs; | | · | 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 | | · | periodically reviewing the adequacy of the Compensation Committee charter. |
Board Committees
| · | 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. | | · | Thereafter, an annual equity award in the form of RSUs with an economic value of $125,000 that vests in full on the first anniversary of the grant date. |
Board Committees
In addition, on July 30, 2024 the Board awarded Mr. Brace 32,397 fully vested RSUs as compensation for his service as Executive Chairman of the Company through such date, and 100,000 RSUs, which vested 50% in six months and 50% in 12 months, subject to Mr. Brace’s continued service as Executive Chairman. Director Compensation Table. The table below summarizes the compensation paid to our non-management directors for service on the Board for the fiscal year ended December 31, 2025 (excluding Mr. Brace, whose compensation is described in the discussion of executive compensation below). In addition to the payments below, the Company reimburses directors for reasonable out-of-pocket expenses incurred in connection with attending Board and Board committee meetings.
Board Committees
| Name | Fees Earned in Cash ($) | Stock Awards ($)(1)(2) | All Other Compensation ($) | Total ($) | | James B. Avery(3) | 66,000 | 125,000 | – | 191,000 | | Stephen J. Bye(4) | 2,967 | 145,000 | – | 147,967 | | Syed Nabeel Anwar Bukhari(4) | 2,967 | 145,000 | – | 147,967 | | Christopher Harland | 60,000 | 125,000 | – | 185,000 | | Brian Miller(5) | 43,278 | 125,000 | – | 168,278 | | George Mulhern(6) | 36,711 | 270,000 | – | 306,711 | | Jeffrey Tuder | 139,000 | 125,000 | – | 264,000 |
Board Committees
| (1) Represents the aggregate grant date fair value of the equity awards granted in 2025 as computed in accordance with Accounting Standards Codification (“ASC”) Topic 718, excluding the effect of estimated forfeitures. Assumptions used in the calculation of these amounts are included in Note 9, Share-based Compensation, in the 2025 Annual Report. | | (2) The following table shows, for each of our non-management directors, the aggregate number of shares subject to stock options and unvested stock awards outstanding as of December 31, 2025. |
Board Committees
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | Juho Sarvikas(3) | 2025 | 480,769 | 236,712(4) | 4,578,311 | 6,685,850 | – | 7,134 | 11,988,776 | | Chief Executive Officer | | | | | | | | | | Steven Gatoff | 2025 | 372,731 | 177,600(4) | 796,352 | – | – | – | 1,346,683 | | Chief Financial Officer | 2024 | 350,000 | 245,000(5) | 1,836,000 | – | 248,063(6) | – | 2,679,063 | | Paul McClaskey(7) | 2025 | 289,538 | 47,200(4) | 167,710 | – | – | 5,128 | 509,576 | | Chief Accounting Officer | 2024 | 275,000 | 200,000(5) | 275,400 | – | 105,000(6) | – | 855,400 | | Phil Brace(8) | 2025 | 25,846 | 100,000 | – | – | – | 12,500 | 138,346 | | Former Executive Chairman | 2024 | 203,077 | – | 1,215,404 | – | – | 49,433 | 1,467,914 |
Board Committees
| 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) | | 2025 | 11,988,776 | 138,346 | 11,686,382 | 231,846 | 928,129 | 1,156,964 | 124.05 | 838 | | 2024 | 1,467,914 | 462,995 | 1,932,745 | 361,509 | 1,767,232 | 2,042,549 | 122.14 | 4,572 | | 2023 | – | 512,500 | – | (239,254) | 312,667 | 238,520 | 26.19 | (46,185) |