DEF 14A of Evolv Technologies Holdings, Inc.
Filed Apr 30, 2026 · FY20250001805385-26-000018
LETTER FROM INDEPENDENT CHAIR
| Summary Compensation Table | 38 | | Outstanding Equity Awards at 2025 Fiscal Year-End | 39 | | Pay Versus Performance | 40 | | PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 44 | | Independent Registered Public Accounting Firm Fees and Other Matters | 44 | | Report of the Audit Committee of the Board of Directors | 45 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 46 | | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 48 | | QUESTIONS AND ANSWERS ABOUT THE 2026 ANNUAL MEETING OF STOCKHOLDERS | 49 | | STOCKHOLDERS’ PROPOSALS | 53 | | OTHER MATTERS | 54 | | Solicitation of Proxies | 54 | | Note About Forward Looking Statements and Other Disclaimers | 54 | | Evolv’s Annual Report on Form 10-K | 55 | | Appendix A Non-GAAP Reconciliation and Key Performance Indicator Information | 56 | | PROXY CARD | 58 |
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS At the Annual Meeting, two (2) Class II Directors are nominated to be elected by our stockholders to hold office until the Annual Meeting of Stockholders to be held in 2029 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 Neil Glat and Richard Shapiro for election as Class II Directors at the Annual Meeting who have served on our Board since 2021 and 2025, respectively. As set forth in our Second Amended and Restated Certificate of Incorporation, the Board 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 2028 Annual Meeting of Stockholders; •Class II, whose term will expire at the 2026 Annual Meeting of Stockholders and, if reelected, whose subsequent term will expire at the 2029 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. 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 Neil Glat and Richard Shapiro should become unable to serve, or for good cause will not serve, as a director, the discretionary authority provided in the enclosed proxy will be exercised to vote for a substitute candidate designated by the Board, unless the Board chooses to reduce its own size. The Board 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.
Neil Glat
Neil Glat Neil 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 has been a director on our Board since July 2021 and Chairman of our Board since November 2023. Mr. Glat has been the Managing Member of NDG Strategies, LLC, a Florida limited liability company, which provides strategic advice to sports, media, and technology businesses and private equity firms since 2025. He previously provided similar services through NG Strategies, a New York limited liability company that was dissolved at the end of 2025. 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 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 also previously was an Operating Advisor for Arctos Sports Partners, a private equity platform focused on the professional sports industry, and currently serves as a Venture Advisor to Lightscape Partners, an AI-focused venture capital platform. Mr. Glat recently joined the Board of Daktronics (NASDAQ: DAKT), the leading U.S.-based designer and manufacturer of dynamic video communication displays and control systems, in September 2025. Mr. Glat previously served on the Board of fuboTV Inc. (NYSE: FUBO), an over-the-top streaming content distributor, from March 2024 until the completion of its merger with Disney’s Hulu + Live TV business in October 2025. He also was previously on the Board of ASM Global, a privately-held company which is the world’s largest stadium, arena, convention center, and venue management company, from October 2019 until it was sold in August 2024. Mr. Glat previously served on the Boards of NewHold Investment Corp. I from July 2020 to July 2021 and NewHold Investment Corp. II from October 2021 to April 2023, both of which were publicly-traded SPACs. Since 2025, Mr. Glat joined advisory boards for NewHold Investment Corp III (NASDAQ: NHIC) and NewHold Investment Corp IV (NASDAQ: NHIV), other publicly-traded SPACs. In addition, Mr. Glat serves on many philanthropic boards. 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.
Richard Shapiro
Richard Shapiro Richard Shapiro has been a director on our Board since February 2025. 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) and joined the Board of Falcon Copper, a private company, in April 2026. 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. Continuing members of the Board of Directors:
Class I Directors (terms to expire at the 2028 Annual Meeting)
Class I Directors (terms to expire at the 2028 Annual Meeting) The current members of the Board who are Class I Directors are as follows:
Class I Directors (terms to expire at the 2028 Annual Meeting)
| Name | Age | Served as a Director Since | Position with Evolv | | Kevin Charlton | 60 | 2021 | Director | | John Kedzierski | 47 | 2024 | President, CEO and Director | | Kimberly Sheehy | 61 | 2021 | Director |
Class I Directors (terms to expire at the 2028 Annual Meeting)
The principal occupations and business experience, for at least the past five years, of each Class I Director are as follows:
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. Mr. Charlton is currently Chief Executive Officer of NewHold Investment Corp III (NASDAQ: NHIC) and NewHold Investment Corp IV (NASDAQ: NHIC), two special purpose acquisition corporations focused on the industrial technology sector. He previously served as the Chief Executive Officer of NewHold Investment Corp I, the special purpose acquisition corporation that merged with Evolv in 2021. 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 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. 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”), a leading safety and security products and service company, 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 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). 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. In addition, Ms. Sheehy has been a Certified Public Accountant since 1990. We believe that Ms. Sheehy is qualified to serve on Evolv’s board based on her extensive executive, managerial, accounting and public company experience.
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 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 | 62 | 2021 | Director | | Henrik Kühl | 46 | 2026 | Director | | Rajan Naik | 54 | 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 Ellenbogen
Michael Ellenbogen Michael Ellenbogen has served as a director since July 2021. He was also our Chief Innovation Officer from July 2021 until September 5, 2025 and served as our Interim Chief Executive Officer and President from October 30, 2024 until December 16, 2024. 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. Mr. Ellenbogen is currently the Chief Executive Officer of Resolv Tools, a private company, and serves as a member of its board of directors and chair. 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.
2025 Director Compensation
2025 Director Compensation Our Board adopted, and our stockholders approved, a non-employee director compensation program, which was updated in July 2023 (the “Director Compensation Policy”). In April 2025, the Compensation Committee reviewed and approved the compensation program for our non‑employee directors for fiscal year 2025, with no changes from the program approved for fiscal year 2024. 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 or a committee thereof are in addition to the amount for service as a member of our Board. Annual cash retainers will be paid in quarterly installments in arrears and will be pro-rated for any partial calendar quarter of service.
2025 Director Compensation
| Director | Annual Retainer | | Member of the Board | $40,000 | | Chair of the Board | $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 |
2025 Director Compensation
An eligible director who is serving on the Board 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 $155,000 (each, an “Annual Grant”). Each Annual Grant will vest in full on the earlier to occur of (A) the first anniversary of the applicable grant date and (B) the date preceding the date of the next annual meeting following the grant date, subject to such eligible director’s continued service through the applicable vesting date. Each non-employee director who is initially elected or appointed to the Board on any date other than the date of an annual meeting of stockholders, will automatically be granted, an Annual Grant on the date of such director’s initial election or appointment, which will be prorated based on the number of days that have elapsed since the previous annual meeting of stockholders. Each Annual Grant will vest in full upon a change in control of our company (as defined in the Company’s 2021 Incentive Award Plan). Compensation under our Director Compensation Policy will be subject to the annual limit on non-employee director compensation set forth in the Company’s 2021 Incentive Award Plan. The following table sets forth the compensation earned by our non-employee directors during 2025:
2025 Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Kevin Charlton(2) | $69,667 | $154,997 | $224,664 | | Michael Ellenbogen(3) | $12,826 | $— | $12,826 | | Neil Glat(2) | $90,000 | $154,997 | $244,997 | | David Mounts-Gonzales(2) | $52,792 | $154,997 | $207,789 | | Rajan Naik(4) | $— | $— | $— | | Merline Saintil | $2,417 | $— | $2,417 | | Richard Shapiro(5) | $43,600 | $204,681 | $248,281 | | Kimberly Sheehy(2) | $70,000 | $154,997 | $224,997 | | Mark Sullivan(6) | $45,000 | $179,994 | $224,994 | | Bilal Zuberi(2) | $44,792 | $154,997 | $199,789 |
2025 Director Compensation
(1)Amounts reflect the full grant-date fair value of stock awards granted during 2025 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, 2025. As of December 31, 2025, our non-employee directors held the following number of unvested RSUs:
2025 Director Compensation
| Name | Unvested RSUs (#) | | Kevin Charlton | 27,050 | | Michael Ellenbogen | — | | Neil Glat | 27,050 | | David Mounts-Gonzales | 27,050 | | Rajan Naik | — | | Richard Shapiro | 27,050 | | Kimberly Sheehy | 27,050 | | Mark Sullivan | 27,050 | | Bilal Zuberi | 27,050 |
2025 Director Compensation
(2)During the year ended December 31, 2025, Mr. Charlton, Mr. Glat, Mr. Mounts-Gonzales, Ms. Sheehy, and Mr. Zuberi were each granted 27,050 RSUs. (3)During the year ended December 31, 2025, Mr. Ellenbogen became eligible to receive compensation as a non‑employee director following his resignation as Chief Innovation Officer, effective September 5, 2025. Mr. Ellenbogen did not receive any compensation as a non‑employee director during 2025. Compensation earned by Mr. Ellenbogen in his capacity as Chief Innovation Officer was disclosed separately and is not included in this table. (4)During the year ended December 31, 2025, Mr. Naik waived compensation for his role as a non-employee director. (5)During the year ended December 31, 2025, Mr. Shapiro was granted 39,565 RSUs, which consisted of 12,515 RSUs upon his appointment to the Board and 27,050 RSUs as part of the Annual Grant. (6)During the year ended December 31, 2025, Mr. Sullivan was granted 7,575 RSUs pursuant to an advisory agreement and 27,050 RSUs as part of the Annual Grant.
Fiscal 2025 Executive Compensation Program
As shown below, the majority of our annual fiscal year 2025 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 2025 program include (i) our Short-Term Annual Cash Incentive Plan and (ii) our Long-Term Incentive Plan, through which MSUs and time-based RSUs were granted as long-term incentive awards.
CEO TARGET COMPENSATION MIX1
| CEO | 8% Base Salary | 8% Target Annual Cash Incentive | 50% New Hire MSUs | 35% New Hire RSUs | | | | 93% at risk and/or performance-based | | |
CEO TARGET COMPENSATION MIX1
1 CEO John Kedzierski joined the Company in December 2024 and received his new hire RSUs and MSUs in January 2025. Mr. Kedzierski’s new hire RSUs and new hire MSUs mix was determined based on the number of shares and not value.
NEO TARGET COMPENSATION MIX
| CFO | 10% Base Salary | 8% Target Annual Cash Incentive | 41% New Hire MSUs | 41% New Hire RSUs | | | | 90% at risk and/or performance-based | | | | CRO | 11% Base Salary | 11% Target Annual Cash Incentive | 39% New Hire MSUs | 39% New Hire RSUs | | | | 89% at risk and/or performance-based | | |
Executive 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 •Double-trigger change in control provisions in employment agreements, offer letters, and equity awards •Clawback policy for the recovery of incentive compensation paid to executive 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” •Stock ownership guidelines for executive officers, to directly align their interests with the interests of our shareholders and to promote long-term perspective in managing the Company •Compensation Committee composed solely of independent directors •Independent compensation consultant retained directly by our Compensation Committee •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 |
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. Each NEO participates in the Company's Executive Officer Performance Bonus Plan (the “Short-Term Annual Cash Incentive Plan”), which is administered by the Compensation Committee. Under the Short-Term Annual Cash Incentive Plan, each NEO’s target bonus opportunity is expressed as a percentage of such NEO’s base salary, as set forth in his offer letter or employment agreement with the Company, and is set at the beginning of the fiscal year and is based on the same considerations that apply in determining such NEO’s base salary. The Compensation Committee establishes performance goals for each performance period and determines actual incentive payouts after assessing Company performance relative to established goals. Unless expressly provided otherwise in an award agreement, a participant must continue to be employed with the Company through the date the award is actually paid in order to be eligible to receive payment. For 2025, the Compensation Committee did not increase the target bonus for any of our named executive officers given that all three were hired within the year, or in the case of the CEO, just before the start of the fiscal year. As such, their assigned target bonus opportunities appropriately reflected their respective positions, duties and responsibilities and the broader talent market.
Short-Term Annual Cash Incentive Plan
| Named Executive Officer | 2025 Target Bonus Opportunity (% of Base Salary) | 2025 Target Bonus Opportunity ($) | | John Kedzierski | 100% | $540,000 | | Chris Kutsor | 75% | $318,750 | | Robert Marshall | 100% | $375,000 |
Short-Term Annual Cash Incentive Plan
Mr. Kutsor’s and Mr. Marshall’s annual bonus targets were set in their respective offer letters. Consistent with those letters, each such NEO’s 2025 annual cash bonus was prorated based on days employed during 2025.
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 2025, the Compensation Committee approved Revenue, Free Cash Flow, and Adjusted EBITDA as the financial metrics for our Short-Term Annual Cash Incentive Plan, as these measures were determined to best reflect the Company’s overall business performance, operational efficiency, and value creation for stockholders. The performance thresholds, targets, and maximums established for each metric were derived directly from, and fully aligned with, the Company's Board-approved annual operating plan for 2025, which reflects the Company's current go-forward business strategy, including its transition to an in-house purchasing model. As a result, the goals governing incentive payouts for the full 2025 performance year were consistent with the operational and financial objectives set forth in the Company's current operating plan. The plan metrics were designed to align the compensation of our NEOs with the achievement of those objectives. The table below includes the targets underlying 2025 annual cash incentive bonuses granted to our executive officers:
2025 Short-Term Annual Cash Incentive Plan Performance
2025 Short-Term Annual Cash Incentive Plan Performance The tables below detail the achievement of each target and the actual bonuses earned for each executive officer:
2025 Short-Term Annual Cash Incentive Plan Performance
| Metric | Weighting | 2025 Result | Achievement (%) | | Revenue | 40% | $145.9M | 60% | | Free Cash Flow | 30% | $1.0M | 45% | | Adjusted EBITDA | 30% | $11.1M | 43% | | | | Total Achievement | 147.5% |
2025 Short-Term Annual Cash Incentive Plan Performance
| Named Executive Officer | Actual Annual Cash Incentive | | | | Achievement of Target (%) | Amount ($) | | John Kedzierski | 147.5% | $796,500 | | Chris Kutsor(1) | 147.5% | $318,161 | | Robert Marshall(1) | 147.5% | $503,116 |
2025 Short-Term Annual Cash Incentive Plan Performance
(1)Consistent with Mr. Kutsor’s and Mr. Marshall’s respective offer letter, each such NEO’s 2025 annual cash incentive bonuses were prorated for time based on the number of days employed during 2025.
Long-Term Incentive Plan
Long-Term Incentive Plan
2025 Equity Awards
2025 Equity Awards In 2025, we granted MSUs and RSUs to our named executive officers, in connection with their hire. 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. In determining the size of such awards, the Compensation Committee, and in the case of our CEO, all the independent members of the Board, considered the scope of the executive’s role and responsibilities, prior experience and leadership capabilities, expected contributions to the Company’s long‑term growth, competitive market data for comparable positions, internal pay alignment, the retentive and performance‑based nature of the awards, potential dilution to stockholders, and the Company’s overall compensation objectives and compensation philosophy, with a focus on aligning executive incentives with long‑term stockholder value creation. For 2025, executives received equity awards comprised of 50% MSUs and 50% RSUs. The MSUs vest based on the achievement of specified stock‑price targets over the applicable performance period, with threshold, target, and maximum attainment tied to sustained volume-weighted average share prices of $6.00, $8.00, and $10.00, respectively (with linear interpolation between achievement levels). The MSUs provide no value unless the applicable stock‑price hurdles are achieved and are intended to align executive compensation with long‑term stockholder value creation. Vesting is subject to the executive’s continued employment with the Company through the certification date, as determined by the Compensation Committee. The total number of MSUs that are earned will be equal to:
2025 Equity Awards
| 1/3 of the Target MSUsx | the greatest of the First Measurement Date Percentage (1) , Second Measurement Date Percentage (2) , and Third Measurement Date Percentage | | + | | | 1/3 of the Target MSUsx | the greatest of the Second Measurement Date Percentage, and Third Measurement Date Percentage | | + | | | 1/3 of the Target MSUsx | Third Measurement Date Percentage |
2025 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 Milestone Table below sets forth the threshold, target and maximum payout of MSUs based on pre-established stock price milestones:
2025 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% |
2025 Equity Awards
(1) For purposes of the 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 vest over a three-year period in equal annual installments. We granted RSUs to provide retentive value and create alignment with our stockholders as their value is contingent on our stock price. The following table sets forth the number of MSUs and RSUs granted to our named executive officers in 2025 and their grant date fair values, computed in accordance with FASB ASC Topic 718:
2025 Equity Awards
| Named Executive Officer | Vesting Commencement Date | MSU | | RSU | | | | | Value | Shares | Value | Shares | | John Kedzierski(3) | 1/2/2025 | $3,589,380 | 621,000 | $2,465,370 | 621,000 | | Chris Kutsor | 5/1/2025 | $1,749,998 | 299,145 | $1,749,997 | 416,666 | | Robert Marshall | 3/1/2025 | $1,349,999 | 306,818 | $1,349,997 | 409,090 |
2025 Equity Awards
(1)Mr. Kedzierski joined the Company in December 2024 and received his MSUs and RSUs in January 2025. Mr. Kedzierski’s awards were determined based on the number of shares and not determined by reference to any target value. The dollar values in the table for Mr. Kutsor and Mr. Marshall also reflect the target grant date fair value that was set forth in their respective offer letters. For Mr. Kutsor and Mr. Marshall, 50% of the target grant date fair value was allocated to MSUs and the remaining 50% was allocated to RSUs.
Severance Plan and Other Severance Benefits
Severance Plan and Other Severance Benefits Certain of our named executive officers are eligible to receive severance payments and benefits under the Company’s Severance Plan. The Severance Plan identifies three tiers of termination benefits in the event of a Covered Termination (defined as a termination by the Company without “Cause” or a resignation by the executive for “Good Reason”), both outside a change in control period and during a change in control period. The Severance Plan is intended to provide uniformity and internal pay equity with respect to severance benefits among similarly situated executives and helps us to avoid protracted negotiations with departing executives. We also believe the Severance Plan provides for benefits comparable to those offered by members of our peer group and is critical to our efforts to attract and retain talented executives. Such severance benefits are conditioned on the executive executing and not revoking a release of claims acceptable to us (which must become effective no later than 60 days following the date of the applicable Covered Termination), which mitigates potential employer liability and helps to avoid future disputes or litigation. Further, the Severance Plan, which includes “double-trigger” provisions, preserves morale, stability and productivity during the potentially volatile period accompanying a change in control. The Severance Plan Terms which apply to our named executive officers are set forth in the table below:
Severance Plan and Other Severance Benefits
| Plan Tier | Termination Benefits Outside Change in Control Period | Termination Benefits During Change in Control Period (1) | | Tier 1 | •Salary continuation for 12 months •Company-paid COBRA premium payments (or an equivalent cash payment) for a period not exceeding 12 months •Lump sum cash payment equal to a pro-rated portion of executive’s target annual bonus | •Salary continuation for 18 months •Company-paid COBRA premium payments (or an equivalent cash payment) for a period not exceeding 18 months •Lump sum cash payment equal to 150% of executive’s target annual cash incentive bonus •Full acceleration of any outstanding, unvested equity awards that vest solely on the basis of continued service | | Tier 2 | •Salary continuation for 9 months •Company-paid COBRA premium payments (or an equivalent cash payment) for a period not exceeding 9 months •Lump sum cash payment equal to a pro-rated portion of executive’s target annual bonus | •Salary continuation for 12 months •Company-paid COBRA premium payments (or an equivalent cash payment) for a period not exceeding 12 months •Lump sum cash payment equal to 100% of executive’s target annual cash incentive bonus •Full acceleration of any outstanding, unvested equity awards that vest solely on the basis of continued service |
Severance Plan and Other Severance Benefits
(1)The Severance Plan requires that the Covered Termination occur during the Change in Control Period, which is defined as the period commencing 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. Both Mr. Kedzierski and Mr. Kutsor have been assigned Tier 1 benefits under the Severance Plan and Mr. Marshall has been assigned Tier 2 benefits under the Plan. In addition to the benefits provided under the Severance Plan, each NEO’s offer letter provides that, in the event of a Covered Termination occurring after the 12-month anniversary of his equity grant date and prior to the last date of the MSU performance period, his new hire MSUs shall remain outstanding and eligible to vest based on actual stock price performance through the end of the performance period, subject to proration based on the number of full months elapsed between the first day of the performance period and the date of termination divided by 36. In the event of such a Covered Termination, the number of each NEO’s new hire RSUs that would have become vested had he remained employed for the six-month period immediately following the date of his termination of service shall be accelerated in full, effective as of the effective date of the release agreement. These additional equity acceleration provisions apply solely to each NEO’s new hire MSUs and new hire RSUs and are conditioned upon his execution and non-revocation of a valid separation and general release agreement.
Changes to Short-Term Annual Cash Incentives
Changes to Short-Term Annual Cash Incentives For 2026, the Compensation Committee maintained the same overall short-term annual cash incentive program structure used for the 2025 program, while updating the financial performance metrics to reflect the Company’s evolving business model and operating priorities. The 2026 program utilizes three equally critical financial performance metrics: Annual Recurring Revenue, Cash Generation, and Adjusted EBITDA. The Committee selected these metrics because each serves as a key indicator of the Company’s financial health, operating efficiency, and long‑term value creation, and together they provide a balanced assessment of top-line growth, cash discipline, and profitability. In addition to the core financial metrics, the Compensation Committee approved a 10% cash kicker opportunity, which serves as a supplemental modifier to the base payout. The cash kicker is payable only if the Company achieves total cash flow positivity for fiscal year 2026, inclusive of cash incentive compensation earned for 2025 and paid in 2026. This modifier is intended to reinforce disciplined cash management and further align executive incentives with sustainable cash generation, while preserving the program’s emphasis on objective, pre‑established financial performance metrics. Consistent with prior years, each metric is measured against pre‑established threshold, target, and maximum performance levels, with linear interpolation applied for performance between such levels. No payout is earned for performance below threshold, and total payouts under the program are capped at 150% of target.
Changes to Long-Term Incentives
Changes to Long-Term Incentives For 2026, the Compensation Committee approved a combination of time‑based RSUs and PSUs as part of the executive compensation program. The introduction of PSUs represents the next step in the Company’s deliberate progression toward increased use of performance‑based equity compensation. This emphasis on performance‑based equity began in 2024 with the inclusion of MSUs as a significant component of the CEO’s new hire equity award and continued in 2025 through both new hire and annual equity grants for the executive team. For 2026, PSUs further advance this approach by linking a portion of long‑term equity compensation directly to the Company’s relative performance. The PSUs will be earned based on the Company’s relative total shareholder return (“TSR”) compared to the Russell 2000 Index over a three‑year performance period. The program is designed to support the attraction and retention of executive talent, align executive compensation with long‑term shareholder value creation, and provide durability across varying market conditions.
Role of Compensation Consultant
Role of Compensation Consultant In 2025, the Compensation Committee engaged two independent compensation consultants. Frederick W. Cook & Co., Inc. (“FW Cook”) served as our consultant from January through May, providing counsel on compensation-related matters, including peer group selection and competitive market assessment. Beginning June 1, Mercer (US) Inc. (“Mercer”) took over as our independent compensation consultant, advising on market insights, trends in executive compensation, and executive officer compensation decisions. Throughout 2025, both consultants attended Committee and Board meetings, including executive sessions, and provided compensation advice independent of the Company’s management. Neither consultant engaged in other work for the Company. The Compensation Committee assessed the independence of both FW Cook and Mercer in accordance with 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.
2025 Peer Group Determination
2025 Peer Group Determination The following factors were considered when selecting our peer group for 2025:
2025 Peer Group Determination
| 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 and last fiscal year average market capitalization between 0.2x to 5.0x of Evolv | | Other | •Peers disclosed by Evolv’s continuing peer companies •Inclusion in ISS and Glass Lewis pay for performance peer groups |
2025 Peer Group Determination
Based on these criteria, in July 2024, the Compensation Committee, in consultation with its then-independent compensation consultant, FW Cook, identified the following companies for its 2025 peer group(1):
2025 Peer Group Determination
| 908 Devices | Mitek Systems | Red Violet | | CEVA | Napco Security | Sound Thinking | | Digimarc | nLIGHT | SoundHound AI | | FARO Technologies, Inc. | OneSpan Inc. | Terran Orbital | | Immersion | Ouster | | | Luna Innovations | PDF Solutions | |
2025 Peer Group Determination
(1)Among this peer group, Evolv placed in a near-median size range, with 35th percentile revenue and median market capitalization. One-year revenue growth was in the top quartile, while employee headcount was below median. The following changes were made between the fiscal year 2024 and 2025 peer groups: a.Seven companies were removed due to acquisition (Everbridge) or size criteria (AeroVironment, Digi, Rapid7, Qualys, SiTime, Workiva), on account of narrowing the size range used in selection criteria b.Five companies were added. All of the five were determined to be relevant companies with security, sensing, and/or AI businesses: OneSpan, Red Violet, Digimarc (each of which produce automatic identification and security software and/or hardware), FARO Technologies (software-driven imaging and laser scanning hardware), SoundHound AI (custom AI and machine learning solutions)
2026 Peer Group Determination
2026 Peer Group Determination In July 2025, during its normal review process and in consultation with Mercer its independent compensation consultant, the Compensation Committee determined the peer group companies to be used for fiscal year 2026 compensation decisions. For the fiscal year 2026 peer group, the Compensation Committee modified the peer group by removing four peers. Terran Orbital was acquired, Luna Innovations was delisted, nLIGHT had limited disclosure as well as business model differences, and Digimarc was removed in part due to investor feedback. Though not removed from the list, we will monitor FARO Technologies for potential future exclusion, pending its acquisition. In addition, three peers, all of which are relevant companies with security, sensing, and/or AI businesses, were added: Arlo Technologies (smart home security), BK Technologies (emergency communications; public safety radios), and Lantronix (IoT products and services). Within the resulting 16-company 2026 peer group, Evolv was at the 38th percentile on revenue and 73rd percentile on market capitalization at the time of the review. In addition, the Compensation Committee introduced a reference peer group for 2026, identifying six companies with relevant business models whose size renders them too large for benchmarking pay levels. As such, these companies will provide supplemental market reference for pay and incentive practices but not pay levels explicitly. These companies are: Motorola Solutions, Axon Enterprise, OSI Systems, AeroVironment, Alarm.com, and Clear Secure.
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 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 2025, 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 for the years ended December 31, 2025 and 2024 of our named executive officers:
Summary Compensation Table
| Name and Principal Position(1) | Year | Salary ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | John Kedzierski(5) Chief Executive Officer and President | 2025 | 540,001 | 6,054,750 | 796,500 | 76,608 | 7,467,859 | | | 2024 | 20,769 | — | — | — | 20,769 | | Chris Kutsor Chief Financial Officer | 2025 | 284,423 | 3,499,995 | 318,161 | 52,317 | 4,154,896 | | Robert Marshall Chief Revenue Officer | 2025 | 338,943 | 2,699,996 | 503,116 | 5,192 | 3,547,247 |
Summary Compensation Table
___________________ (1)Messrs. Kutsor and Marshall became named executive officers in this proxy; accordingly, compensation information has only been provided for the fiscal year ended December 31, 2025. (2)Amounts reflect the full grant-date fair value of MSUs and RSUs granted during 2025, computed in accordance with FASB ASC Topic 718, rather than the amounts paid to or realized by the named individual. The grant-date fair value of RSUs was calculated by multiplying the number of RSUs by the stock price on the date of grant. The grant date fair value of MSUs was estimated based on a Monte Carlo simulation model. We provide information regarding the assumptions used to calculate these values 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, 2025. (3)Amounts reported as “Non-Equity Incentive Plan Compensation” represent awards earned under our Short-Term Annual Cash Incentive Plan based on pre-established performance criteria. (4)Amounts represent 401(k) matching contributions, and travel stipends attributable to the NEOs, valued at the incremental cost to the Company of providing them. For Mr. Kedzierski, this amount represents $70,616 in travel stipends, paid pursuant to his offer letter which provides for a monthly travel stipend of $6,000 during the first year of employment and $3,000 during the second year of employment to assist with travel and housing costs associated with commuting to the Company's headquarters, and $5,992 in 401(k) matching contributions in 2025; for Mr. Kutsor, this amount represents $47,077 in travel stipend paid pursuant to his offer letter and $5,240 in 401(k) matching contributions in 2025; and for Mr. Marshall, this amount represents $5,192 in 401(k) matching contributions in 2025. (5)Mr. Kedzierski joined the Company in December 2024 and received a pro-rated portion of his annual base salary equal to $20,769 for the 2024 fiscal year and his new hire RSUs and MSUs in January 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table shows all outstanding equity awards held by the named executive officers as of December 31, 2025:
Outstanding Equity Awards at 2025 Fiscal Year-End
| | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(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) | | John Kedzierski | 1/2/2025(2) | 621,000 | $4,446,360 | — | $— | | | 1/2/2025(3) | — | $— | 621,000 | $4,446,360 | | Chris Kutsor | 5/1/2025(2) | 416,666 | $2,983,329 | — | $— | | | 5/1/2025(3) | — | $— | 299,145 | $2,141,878 | | Robert Marshall | 3/3/2025(2) | 409,090 | $2,929,084 | — | $— | | | 3/3/2025(3) | — | $— | 306,818 | $2,196,817 |
Outstanding Equity Awards at 2025 Fiscal Year-End
___________________ (1)Based on the closing price of our Class A common stock of $7.16 per share as of December 31, 2025. (2)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. (3)The MSU awards vest based on the achievement of specified Company stock price goals over a three-year performance period, subject to recipient’s continued employment with the Company through the applicable vesting or certification date. Pursuant to SEC rules, the number of shares and the payout value for the MSUs reflect payout at target because the Company’s stock price performance as measured through the end of the first year of the three-year performance period exceeded threshold levels but not target levels.
Pay Versus Performance
Pay Versus Performance As a smaller reporting company, the Company is providing Pay Versus Performance disclosure in accordance with the scaled requirements of Item 402(v)(8) of Regulation S-K. Accordingly, the table below covers three fiscal years (rather than five), does not include peer group cumulative total shareholder return, does not include a Company-Selected Measure column, and does not include a Tabular List of financial performance measures. The Company is providing this disclosure for the second time in this proxy statement and, accordingly, footnote disclosure of the amounts deducted and added to calculate compensation actually paid is provided for each of the periods presented in the table. 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 | | 2025 | $7,467,859 | $12,811,067 | $0 | $0 | $0 | $0 | $3,851,072 | $7,135,691 | $276.45 | $(33.14) | | 2024 | $20,769 | $20,769 | $1,727,316 | $1,428,472 | $4,481,049 | $(4,153,245) | $2,052,795 | $(612,590) | $152.51 | $(54.02) | | 2023 | $— | $— | $— | $— | $4,813,882 | $9,308,700 | $3,092,664 | $5,216,512 | $182.24 | $(108.05) |
Pay Versus Performance
(1)NEOs included in these columns reflect the following individuals:
Pay Versus Performance
| Year | PEO | Non-PEO NEOs | | 2025 | John Kedzierski | Chris Kutsor, Robert Marshall | | 2024 | John Kedzierski ("PEO 1"); Mike Ellenbogen ("PEO 2"); Peter George ("PEO 3") | Anil Chitkara, Mark Donohue, Jay Muelhoefer, | | 2023 | Peter George | Mark Donohue, Jay Muelhoefer |
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 for the fiscal year ended December 31, 2025, 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 30, 2025 in connection with our 2025 Annual Meeting of Stockholders for information regarding how CAP was calculated for the fiscal years ended December 31, 2024 and December 31, 2023
Pay Versus Performance
| Reconciliation of SCT Total to CAP for PEO 1 | Fiscal Year 2025 | | Summary Compensation Table Total(A) | $7,467,859 | | (Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year | (6,054,750) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | 11,397,958 | | 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 | $12,811,067 |
Pay Versus Performance
No amounts were paid to PEO 2 and PEO 3 in 2025 as neither served as PEO during the year ended December 31, 2025.
Pay Versus Performance
| Reconciliation of SCT Total to CAP for Non-PEO NEOs | Fiscal Year 2025 | | Summary Compensation Table Total | $3,851,072 | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | (3,099,996) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | 6,384,615 | | 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 | $7,135,691 |
Pay Versus Performance
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. (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, 2022 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.