DEF 14A of Owlet, Inc.
Filed Jun 30, 2026 · FY20250001816708-26-000063
PROPOSAL 1 — ELECTION OF DIRECTORS
PROPOSAL 1 — ELECTION OF DIRECTORS
Board Size and Structure
Board Size and Structure Our Certificate of Incorporation provides that the number of directors shall be established from time to time by our Board of Directors. Our Board has fixed the number of directors at eight, and as of the date of this Proxy Statement, there are eight members of our Board of Directors. Our Certificate of Incorporation provides that the Board be divided into three classes, designated as Class I, Class II and Class III. Each class of directors must stand for reelection no later than the third annual meeting of stockholders subsequent to their initial appointment or election to the Board, provided that the term of each director will continue until the election and qualification of their successor or their earlier death, resignation, disqualification or removal. Generally, subject to the Amended and Restated Stockholders Agreement described herein, vacancies or newly created directorships will be filled, upon the recommendation of the Nominating and Corporate Governance Committee, only by (i) the vote of a majority of the directors then in office, although less than a quorum, or (ii) a sole remaining director. A director appointed by the Board to fill a vacancy will hold office until the next election of the class for which such director was chosen, subject to the election and qualification of his or her successor and his or her earlier death, resignation, disqualification or removal.
Current Directors, Classes and Terms
Current Directors, Classes and Terms Our current directors and their respective classes and terms are set forth below. The current term of the Class II directors ends at the Annual Meeting, and Class I and Class III at the 2028 and 2027 annual meeting of stockholders, respectively.
Current Directors, Classes and Terms
| CLASS I | CLASS II | CLASS III | | Zane M. Burke | Marc F. Stoll | Laura J. Durr | | John C. Kim | Kurt Workman | Amy N. McCullough | | Melissa A. Gonzales | | Lior Susan |
Nominees for Director
Nominees for Director Mr. Stoll and Mr. Workman have been, upon the recommendation of the Nominating and Corporate Governance Committee, nominated by the Board to stand for election. As the directors assigned to Class II, the current terms of service for Messrs. Stoll and Workman will expire at the Annual Meeting. If elected by the stockholders at the Annual Meeting, Messrs. Stoll and Workman will each serve for a term expiring at our annual meeting of stockholders to be held in 2029 (the “2029 Annual Meeting”) and until the election and qualification of their respective successor or until their earlier death, resignation, disqualification or removal. Each person nominated for election has consented to be named and to serve as a director if elected at the Annual Meeting, and the Board has no reason to believe that any nominee will be unable to serve. If, however, prior to the Annual Meeting, the Board should learn that any nominee will be unable to serve for any reason, the proxies that otherwise would have been voted for this nominee will be voted for a substitute nominee as selected by the Board. Alternatively, the proxies, at the Board’s discretion, may be voted for that fewer number of nominees as results from the inability of any nominee to serve. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proposal.
Director & Director Nominee Qualifications and Biographical Information
Director & Director Nominee Qualifications and Biographical Information The following pages contain professional and other biographical information (as of June 15, 2026) for each director nominee and each director whose term as a director will continue after the Annual Meeting, including all positions they hold, their principal occupation and business experience for the past five years, and the names of other publicly traded companies of which the director or nominee currently serves as a director or has served as a director during the past five years. We believe that all of our directors and nominees possess the characteristics noted in our Corporate Governance Guidelines. In accordance with those guidelines, the Board and the Nominating Committee personal and professional integrity; satisfactory levels of education and/or business experience; broad-based business acumen; an appropriate level of understanding of our business and its industry and other industries relevant to our business; the ability and willingness to devote adequate time to the work of our Board of Directors and its committees, as applicable; skills and personality that complement those of our other directors that helps build a board that is effective, collegial and responsive to the needs of our Company; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background; and the ability to represent the interests of all of our stockholders. The information presented below regarding each nominee and continuing director also sets forth specific experience, qualifications, attributes and skills that led our Board of Directors to the conclusion that such individual should serve as a director in light of our business and structure.
Nominees for Election to Three-Year Terms Expiring at the 2029 Annual Meeting
Nominees for Election to Three-Year Terms Expiring at the 2029 Annual Meeting
Nominees for Election to Three-Year Terms Expiring at the 2029 Annual Meeting
| Class II Directors | Age | Director Since | Current Position at Owlet | | Marc F. Stoll | 55 | 2023 | Director | | Kurt Workman | 37 | 2021 | Director, President and Chief Executive Officer |
Nominees for Election to Three-Year Terms Expiring at the 2029 Annual Meeting
Marc F. Stoll has been a member of the Board since August 2023. Mr. Stoll has been Chief Financial Officer of Reliable Robotics Corporation, an aviation automation technology company, since May 2025. Mr. Stoll previously served as an Investment Partner at Eclipse, a venture capital firm, from February 2023 through April 2025. From April 2019 through January 2023, Mr. Stoll served as President and Chief Operating Officer of Nextiva, a private telephone and technology service company, and from September 2014 through March 2015 served as Chief Financial Officer of Anaplan, a private business planning software company. Mr. Stoll joined Anaplan from Apple Inc., a multinational technology company (NASDAQ: AAPL), where he served as Vice President of Worldwide Sales Finance from August 2008 through July 2013. Earlier in his career, he served as Senior Vice President and Corporate Controller of CA, Inc. and as Head of Technology Equity Research at Julius Baer Investment Management. Mr. Stoll has also served on the board of directors of a number of public and private companies. Mr. Stoll holds a Masters of Business Administration from the University of Chicago, Booth School of Business, and a Bachelor of Science in Electrical Engineering from Michigan Technological University. We believe Mr. Stoll is qualified to serve as a member of our Board due to his significant operational and marketing experience and broad leadership experience. Kurt Workman has served as our President and Chief Executive Officer since April 2026 and previously served as our Chief Executive Officer from January 2021 until October 2025. He has been a member of the Board since July 2021, Mr. Workman also served as our Executive Chairman of the Board from October 2025 to April 2026 and as our as President from September 2022 until July 2023. Mr. Workman co-founded and served as the Chief Executive Officer of Old Owlet from the company’s founding in 2012 until December 2019. During his tenure as chief executive officer of Old Owlet, Mr. Workman led the company’s growth from its inception and was instrumental in overseeing the research and development of several of the company’s key product offerings. He also served as a member of Old Owlet’s board of directors from when he co-founded the Company in 2012 to July 2021. Mr. Workman also studied chemical engineering at Brigham Young University. We believe Mr. Workman’s intimate knowledge of Owlet and his proven success building and overseeing Owlet’s growth and development make him qualified to serve as a member of the Board.
Class III Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders
Class III Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders
Class III Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders
| Class III Directors | Age | Director Since | Current Position at Owlet | | Laura J. Durr | 65 | 2021 | Director | | Amy N. McCullough | 46 | 2018 | Director | | Lior Susan | 42 | 2015 | Chairman of the Board |
Class III Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders
Laura J. Durr served on the board of directors of Old Owlet from February 2021 to July 2021 and has been a member of our Board since July 2021. Ms. Durr was previously an Executive Vice President and Chief Financial Officer of Polycom, Inc. from May 2014 until its acquisition by Plantronics, Inc. in July 2018. Prior to holding that role, Ms. Durr held various finance leadership roles at Polycom between 2004 and 2014, including Senior Vice President of Worldwide Finance, Chief Accounting Officer and Worldwide Controller. Prior to her tenure with Polycom, Ms. Durr held executive positions in finance and administration at Lucent Technologies, Inc. and International Network Services Inc. and also worked for six years at Price Waterhouse LLP. Ms. Durr has served as a director of Xperi Inc. and Netgear, Inc., since September 2022 and January 2020, respectively, and currently serves as the chairperson of the Audit Committee of both Xperi, Inc. and Netgear, Inc.. She previously served as a director of TiVo Corporation from April 2019 until its merger with Xperi Holding Corporation in June 2020, and served as a director of Xperi Holding Corporation from June 2020 until its spin-off of its former subsidiary, Xperi Inc. in October 2022. Ms. Durr was a certified public accountant and holds a Bachelor of Science in Accounting from San Jose State University. We believe Ms. Durr is qualified to serve as a member of our Board because she can provide valuable operational and strategic experience and insight, given her background in finance and strategy for leading Silicon Valley technology companies. Amy N. McCullough served on the board of directors of Old Owlet from April 2018 to July 2021 and has served on the Board since July 2021. Ms. McCullough is the President and Managing Director of Trilogy Equity Partners, LLC (“Trilogy”), an early-stage venture capital firm. Ms. McCullough has been a member of the investment team at Trilogy for the last 18 years and has served in her current role for the last nine years. She leads the investment team and is a member of Trilogy’s board of managers, which sets the strategic direction of the fund. Also, Ms. McCullough currently serves on the board of directors of several privately held companies, including Boundless Immigration, Inc. and Guide Care Inc. (doing business as Alongside). She is also a board observer at Tacita Inc. (doing business as Bright Canary) and Maximal Learning. Prior to her tenure at Trilogy Equity Partners, Ms. McCullough spent four years as an equity research analyst for JPMorgan Chase and was a member of the team that covered the small and mid-cap applied technologies sector for the firm. Ms. McCullough began her career on the treasury operations team within the portfolio management group at Microsoft Corporation and has experience working in both corporate treasury and financial analysis roles. She is a member of the Board of Trustees of Epiphany School, an independent elementary school in Seattle. Ms. McCullough received her Bachelor of Arts in Business Administration with a focus in Finance from the University of Washington. We believe Ms. McCullough is qualified to serve as a member of our Board due to her significant financial services and investing experience with technology companies and her broad leadership experience. Lior Susan served on the board of directors of Old Owlet from July 2015 to July 2021 and has been our Chairman of the Board since July 2021. Mr. Susan is the founder and Managing Partner of Eclipse Ventures, LLC, a venture capital firm. He also currently serves on the boards of several privately held companies, including Cerebras Systems, Inc., Bright Machines, Inc., Flex Logix, Inc., Augury, Inc., DataPelago, Inc., Metrolink, Inc., Cybertoka Ltd., Dutch Pet, Inc., Skyryse, Inc., Senser Ltd, and InsidePacket, Ltd. Prior to founding Eclipse Ventures in 2015, Mr. Susan founded and managed the hardware investment and incubation platform of Flex Ltd., a multinational electronics contract manufacturer, where he gained knowledge of and experience with scaling manufacturing operations for medical device companies. Before relocating to the United States from Israel, Mr. Susan was an entrepreneur and former member of a special forces unit within the Israel Defense Forces. We believe Mr. Susan is qualified to serve as a member of our Board due to his significant experience investing in and working with technology companies, including as a board member.
Class I Directors Whose Terms Expire at the 2028 Annual Meeting of Stockholders
Class I Directors Whose Terms Expire at the 2028 Annual Meeting of Stockholders
Class I Directors Whose Terms Expire at the 2028 Annual Meeting of Stockholders
| Class I Directors | Age | Director Since | Current Position at Owlet | | Zane M. Burke | 60 | 2021 | Director | | Melissa A. Gonzales | 60 | 2023 | Director | | John C. Kim | 55 | 2021 | Director |
Class I Directors Whose Terms Expire at the 2028 Annual Meeting of Stockholders
Zane M. Burke served on the board of directors of Owlet Baby Care Inc. ("Old Owlet") from March 2021 to July 2021 and has been a member of our Board since July 2021. From September 2021 through December 2024, Mr. Burke served as the Chief Executive Officer of Quantum Health, Inc., a healthcare benefits technology company. Prior to joining Quantum Health, Mr. Burke was the Chief Executive Officer of Livongo Health, now an affiliate of Teladoc Health, Inc., a telehealth company, from February 2019 to November 2020. Prior to his role with Livongo Health, Mr. Burke spent more than two decades at Cerner Corporation (acquired by Oracle Corporation in June 2022), ultimately serving as its President from September 2013 to November 2018. Mr. Burke is a member of the boards Cotiviti, Inc., and Bardavon Health Innovations. He also previously served on the board of directors of Quantum Health, Inc. from September 2021 to December 2024, and Livongo Health from April 2019 to November 2020. Mr. Burke is also a board member of several nonprofit organizations, including the College of Healthcare Information Management Executives and University Health (Kansas City). He is a certified public accountant (inactive). Mr. Burke earned his Bachelor of Science in Accounting and Master of Accounting from Kansas State University. We believe Mr. Burke is qualified to serve as a member of our Board due to his background in overseeing public healthcare companies and his significant experience in the healthcare industry. Melissa A. Gonzales has been a member of our Board since July 2023. Ms. Gonzales served as the President, Women’s health, at Myriad Genetics, Inc. (Nasdaq: MYGN), a genetic testing and precision medicine company, from May 2021 through November 2025. Prior to joining Myriad, Ms. Gonzales held several senior leadership and executive positions with Medela LLC and affiliated entities starting in 2008, including most recently as Executive Vice President, Americas, from January 2019 to May 2021, as Executive Vice President, North America from August 2018 to December 2018, and as Executive Vice President, Global Business Unit Human Milk from January 2018 to August 2018. Earlier in her career, she led commercial teams at Align Technology and Smith & Nephew. Ms. Gonzales has also served as Board Chair, March of Dimes, Chicago, since January 2021. Ms. Gonzales holds a Bachelor of Science in Nursing from the University of Illinois Chicago, and a Master of Business Administration from the Keller Graduate School of Management of DeVry University. We believe Ms. Gonzales is qualified to serve as a member of our Board due to her significant experience in the healthcare industry. John C. Kim served on the board of directors of Old Owlet from April 2021 to July 2021 and has served on the Board since July 2021. Mr. Kim served as Executive Vice President, Chief Product Officer of PayPal Holdings, Inc., a payment technology company, from September 2022 through April 2025. Mr. Kim joined PayPal Holdings, Inc. from Expedia Group, Inc., a travel services company, where he served as President, Marketplace from June 2021 to September 2022, as President of Platform & Marketplaces from December 2019 to June 2021, and as Chief Product Officer of Expedia Brands from July 2011 to March 2016. He also served as President of Vrbo/Homeaway, an Expedia Group subsidiary, from July 2016 to December 2019. Mr. Kim serves as a Senior Advisor to Permira, the global private equity firm since August 2023. Mr. Kim has more than two decades of experience in online search, recommendations, analytics and marketing at tier-one, venture-backed startups, medium-sized companies and globally known brands, having served in senior positions earlier in his career with Yahoo!, Inc., Pelago, Inc. (acquired by Groupon, Inc. in April 2011) and Medio Systems Inc. (Acquired by Nokia/Microsoft in 2014), and he is an investor in over 100+ startups. He graduated from the University of California–Santa Barbara and received his Master of Business Administration from the University of Chicago Booth School of Business. We believe Mr. Kim is qualified to serve as a member of our Board due to his significant analytics and marketing experience and broad leadership experience. The Board of Directors unanimously recommends a vote “FOR” the election of each of Mr. Stoll and Mr. Workman as a Class II director to the Board to hold office until the 2029 Annual Meeting and until their respective successors have been duly elected and qualified.
PROPOSAL 5 — APPROVAL OF AN AMENDMENT TO THE OWLET, INC. 2021 INCENTIVE AWARD PLAN
PROPOSAL 5 — APPROVAL OF AN AMENDMENT TO THE OWLET, INC. 2021 INCENTIVE AWARD PLAN The 2021 Plan was initially approved and adopted by the board of directors of Sandbridge Acquisition Corporation (“SBG”) on February 12, 2021 and was approved by SBG stockholders on July 14, 2021 in connection with the business combination of SBG with Old Owlet and amended by the Board on June 14, 2024, which was in turn approved by our stockholders on August 16, 2024. The 2021 Plan reserved for issuance thereunder an aggregate of the sum of (i) 92,575 shares of Common Stock (such number of shares adjusted to reflect our 1-to-14 reverse stock split effected in July 2023 (the “Reverse Stock Split”)); (ii) any shares of Common Stock that were subject to awards outstanding under the Old Owlet 2014 Equity Incentive Plan (the “2014 Plan”) as of July 15, 2021 that become available for issuance under the 2021 Plan pursuant to Article V of the 2021 Plan; (iii) an annual increase (the “Evergreen Increase”) on the first day of each calendar year beginning in 2022 and ending in 2031, equal to the lesser of (A) 5% of the shares of Common Stock outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares of Common Stock as determined by the Board or a committee thereof; and (iv) 400,000 shares of Common Stock. All share amounts set forth in this Proposal 5 have been adjusted, as applicable, for the Reverse Stock Split. The Board is seeking approval of an amendment to the 2021 Plan to increase the number of shares of Common Stock reserved for issuance under the 2021 Plan by an additional 600,000 shares (the “Plan Amendment”). The effectiveness of the Plan Amendment is subject to stockholder approval. The Plan Amendment is attached hereto as Appendix A. The 2021 Plan, incorporating the Plan Amendment, is referred to herein as the “Amended Plan.” A summary of the Amended Plan is set forth below. This summary is qualified in its entirety by the full text of the proposed Amended Plan.
Reasons for the Proposed Plan Amendment
| • | We believe that our future success as a company depends on our continued ability to attract, recruit, motivate and retain high-quality talent. We view being able to continue to provide equity-based incentives as critical to achieving this success as we compete for talent in an industry in which equity compensation is market practice and is expected by existing personnel and prospective candidates. We intend our equity awards to motivate high performance levels and to align the interests of our employees, non-employee directors and consultants with those of our stockholders by giving such individuals an equity stake in our Company and by providing a means of recognizing such individuals’ contributions to our success. The Board and management believe equity awards are necessary to remain competitive in our industry and are essential in a competitive labor market and industry to attracting, recruiting, motivating and retaining the highly qualified employees and other service providers who help us meet our goals. | | • | Providing long-term incentive compensation opportunities in the form of equity awards aligns the interests of the Company’s employees, directors and consultants with the long-term interests of our stockholders, linking compensation to Company performance. The use of equity awards as compensation also allows the Company to conserve cash resources for other important purposes. | | • | While we have endeavored to conserve shares available for issuance under the 2021 Plan since the last amendment thereof, ordinary course utilization, together with other factors, such as the recent decline in our stock price and management team transitions, have materially reduced our share reserve thereunder, impacting our ability to attract, recruit, motivate and retain high-quality talent in a competitive market. The Amended Plan will permit us to grant equity awards sized consistently with the competitive market that vest over a longer period of time to better retain our employees and other service providers. |
General
| • | The Amended Plan provides for the grant of stock options, both incentive stock options (“ISOs”) and nonqualified stock options (“NSOs”), stock appreciation rights (“SARs”), RSAs, RSUs, performance bonus awards, dividend equivalents and other stock or cash based awards to eligible individuals. | | • | 2,200,653 shares of Common Stock were previously authorized for issuance pursuant to awards under the 2021 Plan, and up to 5% of the shares of the then-outstanding shares may be added to the shares reserved under the 2021 Plan on each January 1 through 2031. | | • | The Plan Amendment increases the number of shares reserved for issuance under the 2021 Plan by an additional 600,000 shares. |
Awards
Awards The Amended Plan provides for the grant of ISOs, NSOs, SARs, restricted stock, RSUs, dividend equivalents, performance bonus awards and other stock or cash based awards. Each award will be set forth in an agreement with the person receiving the award and will set forth the type, terms and conditions of the award, including exercise price, vesting schedule and treatment of awards upon termination of employment, if applicable. Vesting provisions may require that certain conditions be met, such as continued employment or specified performance goals before an awardee may receive the shares underlying an award or before such shares become freely tradeable and nonforfeitable. Stock Options. Stock options, including ISOs and NSOs may be granted pursuant to the Amended Plan. The per share exercise price of all stock options granted pursuant to the Amended Plan will not be less than 100% of the fair market value of a share of Common Stock on the date of grant, or in the case of ISOs granted to an individual who owns (or is deemed to own) at least 10% of the total combined voting power of all classes of our capital stock, 110% of the fair market value of a share on the date of grant. Stock options may be exercised as determined by the administrator, but in no event more than ten years after their date of grant, or in the case of ISOs granted to an individual who owns (or is deemed to own) at least 10% of the total combined voting power of all class of our capital stock, five years. The aggregate fair market value of the shares with respect to which ISOs are exercisable for the first time by an employee in any calendar year may not exceed $100,000, or such other amount as the Internal Revenue Code of 1986, as amended (the “Code”), provides, with the portion of any option in excess of such limit automatically deemed an NSO. Restricted Stock. Restricted stock may be granted pursuant to the Amended Plan. A restricted stock award is the grant of shares of Common Stock that is nontransferable and may be subject to substantial risk of forfeiture until specific conditions are met. Conditions may be based on continuing employment or service or achieving performance goals. During the period of restriction, participants holding shares of restricted stock have full voting and dividend rights with respect to such shares. The restrictions will lapse in accordance with a schedule or other conditions determined by the administrator. Dividends that otherwise would be paid prior to vesting are held by the Company and will be paid to the participants only to the extent that the vesting conditions are met. SARs. SARs may be granted pursuant to the Amended Plan, either alone or in tandem with other awards. A SAR is the right to receive payment of an amount equal to the excess of the fair market value of a share of Common Stock on the date of exercise of the SAR over the fair market value of a share of Common Stock on the date of grant of the SAR. SARs may be paid in cash or stock. SARs may be exercised as determined by the administrator, but in no event more than 10 years after their date of grant. RSUs. RSUs represent the right to receive shares of Common Stock at a specified date in the future, subject to forfeiture of such right. If the RSUs have not been forfeited, then on the date specified in the agreement evidencing the RSU award we will deliver to the holder of the RSUs unrestricted shares of Common Stock which will be freely transferable. Dividend Equivalents / Dividends. Dividend equivalents represent the value of the dividends per share of Common Stock paid by the Company, calculated with reference to the number of shares covered by an Award (other than an option or SAR) held by the participant. Dividend Equivalents will not be granted on options or SARs. Performance Bonus Awards. Each performance bonus award constitutes the right to receive a bonus denominated in the form of cash (but may be payable in cash, stock or a combination thereof) and is payable upon the attainment of performance goals that are established by the administrator and relate to one or more of performance or other specific criteria, including service to us or our subsidiaries, in each case on a specified date or dates or over any period or periods determined by the administrator. Other Stock or Cash Based Awards. Other stock or cash based awards are awards of cash, fully vested shares of Common Stock and other awards valued wholly or partially by referring to, or otherwise based on, our Common Stock. Other stock or cash-based awards may be granted to participants and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards. The administrator will determine the terms and conditions of other stock or cash-based awards, which may include vesting conditions based on continued service, performance and/or other conditions. Limits for Non-Employee Directors. Under the Amended Plan, the maximum grant date fair value of equity-based awards and cash payable pursuant to cash-based awards granted to a non-employee director under the Amended Plan during any calendar year shall not exceed $1,000,000. Prohibition on Loans for Award Payments. Directors or executive officers of the Company are not permitted to make payment with respect to any awards granted under the Amended Plan with loans from the Company.
New Plan Benefits
| (1) Our Non-Employee Director Compensation Program provides that each non-employee director as of immediately following an annual meeting of stockholders will automatically be granted a number of RSUs determined by dividing $150,000 by the 30 trading day average closing trading price of our common stock, which will be granted on the date of the annual meeting and vest on the earlier of the first anniversary of the grant date or the date of the next annual meeting of our stockholders, subject to continuous service to us until such vesting date. |
Equity Compensation Plan Information
Equity Compensation Plan Information See the section of this Proxy Statement titled “Equity Compensation Plan Information” for additional information regarding the shares, which may be issued upon the exercise of options, warrants and rights granted to employees, consultants or members of our Board under all of our equity compensation plans as of December 31, 2025.
Interests of Directors and Executive Officers
Interests of Directors and Executive Officers Our directors and executive officers (including our named executive officers) have substantial interests in the matters set forth in the Plan Amendment Proposal since equity awards may be granted to them in the future under the Amended Plan.
Equity Grant Practices
Equity Grant Practices Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee has historically granted such awards on a predetermined annual schedule. The grant dates of these equity awards are generally selected so as not to be within a short period of time, as described in the SEC’s Staff Accounting Bulletin 120 (“SAB 120”), prior to the release of material nonpublic information (“MNPI”) such as on Forms 8-K, 10-Q, or 10-K. Grants of equity awards may occur at other times during the year due to business needs, such as for newly hired employees or officers or newly appointed directors. The Board and Compensation Committee do not anticipate the timing of disclosure of MNPI when determining the timing and terms of such awards, and we do not time the release of MNPI for the purpose of affecting the value of executive compensation. During fiscal year 2025, we did not grant stock options, stock appreciation rights, or similar option-like instruments to our named executive officers in the period beginning four business days prior to the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses MNPI and ending one business day thereafter.
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION
2025 Summary Compensation Table
2025 Summary Compensation Table The following table sets forth information concerning the compensation of our named executive officers for the years ended December 31, 2025 and 2024.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(3) | Total ($) | | Kurt Workman | 2025 | 300,000 | 229,922 | 217,829 (4) | — | 51,654(4) | 799,405 | | President and Chief Executive Officer | 2024 | 375,000 | — | 384,923 | 225,000 | 2,150 | 987,073 | | Jonathan Harris (5) | 2025 | 419,231 | — | 3,498,403 | 310,625 | — | 4,228,259 | | Former President and Chief Executive Officer | 2024 | 375,000 | — | 880,790 | 187,500 | — | 1,443,290 | | Amanda Twede Crawford | 2025 | 340,962 | — | 1,901,721 | 157,531 (6) | 15,242 | 2,415,456 | | Chief Financial Officer | 2024 | 274,923 | — | 306,540 | 105,000 | 2,150 | 688,613 |
2025 Summary Compensation Table
| (1) Effective October 1, 2025, Mr. Workman transitioned from Chief Executive Officer to Executive Chairman of the Board. In recognition of his efforts as Chief Executive Officer from January 1, 2025 through the transition date and in light of his loss of eligibility to earn incentive pay under the Company-wide performance-based bonus program, Mr. Workman was awarded a one-time cash bonus designed to provide him with the pro-rated portion of the bonus he would have earned for fiscal 2025 under the Company-wide performance-based bonus program (based on the Company's performance for the first three quarters of 2025) had he been eligible to receive an award under this program. | | (2) Amounts shown represent the aggregate grant date fair value for financial statement reporting purposes of restricted stock units (“RSUs”) awards and performance-based restricted stock units (“PRSUs”) as computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 ("FASB ASC Topic 718"). See Note 10 (Share-Based Compensation) to the Company’s consolidated financial statements included in the Form 10-K for the assumptions used in determining these values. | | Our named executive officers, other than Mr. Workman, received time-based RSUs, the grant date fair value of which was based on the fair value of our Class A common stock on the date of grant. In addition, our named executive officers, other than Mr. Workman, also received PRSUs which are eligible to be earned, if at all, based on achievement of cumulative net revenue goals depending on the Company's performance during the period from January 1, 2025 to December 31, 2028, and the fair value of these awards was based on the grant date fair market value of our Class A common stock. The shares are eligible to be earned on a quarterly basis during the performance period depending on the results of the cumulative net revenue. The grant date fair value of $2,990,000 and $1,495,000 for the PRSUs awarded to Mr. Harris and Ms. Crawford, respectively, is based on the probable outcome (which reflects full 100% vesting of the awards). Accordingly, the probable outcome of the performance conditions as of the grant date, are the same as the maximum level of performance under the performance conditions as of the grant date. | | (3) For 2025, amounts represent, for Mr. Workman, $1,654 in Company-paid contributions to a healthcare savings account and for Ms. Crawford, $2,150 in Company-paid contribution to a healthcare savings account and $13,092.30 in Company-matching 401K contributions. | | (4) Effective October 1, 2025, Mr. Workman transitioned into a non-employee director role, Executive Chairman of the Board. For the remainder of 2025, he received a pro-rated portion of the Executive Chair retainer fee of $200,000 and an annual equity award pursuant to our non-employee director compensation program. The following table sets forth the aggregate dollar amount of all fees paid to Mr. Workman during 2025 for his services as a non-employee director: | | Name Fees Earned or Paid in Cash ($) Stock Awards ($) Total ($) | | Kurt Workman 50,000 217,829(a) 267,829(a) | | (a) Due to Mr. Workman's transition from Executive Chairman to President and Chief Executive Officer on April 6, 2026, his stock award granted in connection with his service as Executive Chairman has been forfeited. | | (5) Mr. Harris ceased serving as our President and Chief Executive Officer on April 6, 2026. | | (6) Ms. Crawford elected to receive her entire 2025 annual incentive cash bonus in the form of fully vested shares of our Class A common stock. |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table summarizes the outstanding equity awards held by our named executive officers as of December 31, 2025. The number of shares and exercise prices of the equity awards have been adjusted to reflect the 1 for 14 reverse stock split we completed on July 7, 2023.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | | | Name | Vesting Start Date | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | 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) | | Kurt | 10/16/2025 | 10/16/2025 | | | 25,329(2) | 410,077 | | | | Workman | | | | | | | | | | Jonathan | 1/01/2025 | 11/20/2025 | | | | | 250,000(3) | 4,047,500 | | Harris | 9/30/2025 | 9/30/2025 | | | 60,024(4) | 971,789 | | | | | 9/25/2024 | 9/25/2024 | | | 88,692(5) | 1,435,923 | | | | | 1/15/2024 | 1/17/2024 | | | 31,037(6) | 502,489 | | | | | 8/15/2023 | 7/25/2023 | | | 34,325(7) | 555,722 | | | | Amanda | 1/1/2025 | 11/20/2025 | | | | | 125,000(8) | 2,023,750 | | Crawford | 9/30/2025 | 9/30/2025 | | | 48,019(9) | 777,428 | | | | | 9/25/2024 | 9/25/2024 | | | 66,519(10) | 1,076,943 | | | | | 4/15/2022 | 4/15/2022 | | | 985(11) | 15,947 | | |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) Amounts are calculated by multiplying the number of RSUs or PRSUs in the table by $16.19, which was the per share closing price of our Common Stock on December 31, 2025. | | (2) The RSUs vest as to 100% of the underlying shares on the earlier of the 2026 Annual Meeting or the anniversary of the grant date, subject to Mr. Workman's continued service with the Company as Executive Chairman. | | (3) Represents the unvested portion of the PRSUs consisting of six equal tranches, each of which has its own vesting goal based on achievement of cumulative net revenue over the period beginning on January 1, 2025 and ending on December 31, 2028. The PRSUs are eligible to vest quarterly as to any tranche (or multiple tranches) of the underlying shares when certain attainment metrics are met and certified by the Compensation Committee, subject to Mr. Harris's continued service with the Company. The number of shares and the payout value for the PRSUs reflect payout at maximum since the Company's performance for the first year of the three-year performance period. | | (4) The RSUs vest as to 100% of the underlying shares on December 15, 2026, subject to Mr. Harris's continued service with the Company. | | (5) The RSUs vest as to 100% of the underlying shares on April 8, 2026, subject to Mr. Harris's continued service with the Company. | | (6) The RSUs vest as to 25% of the underlying shares on the first anniversary of the date of grant, and in equal installments on a quarterly basis thereafter through the third anniversary of the date of grant, subject to Mr. Harris's continued service with the Company. | | (7) The RSUs vest as to 25% of the underlying shares on the first anniversary of the date of grant, and in equal installments on a quarterly basis thereafter through the third anniversary of the date of grant, subject to Mr. Harris's continued service with the Company. | | (8) Represents the unvested portion of the PRSUs consisting of six equal tranches, each of which has its own vesting goal based on achievement of cumulative net revenue over the period beginning on January 1, 2025 and ending on December 31, 2028. The PRSUs are eligible to vest quarterly as to any tranche (or multiple tranches) of the underlying shares when certain attainment metrics are met and certified by the Compensation Committee, subject to Ms. Crawford's continued service with the Company. The number of shares and the payout value for the PRSUs reflect payout at maximum since the Company's performance for the first year of the three-year performance period. | | (9) The RSUs vest as to 100% of the underlying shares on December 8, 2026, subject to Ms. Crawford's continued service with the Company. | | (10) The RSUs vested as to 25% of the underlying shares on the first anniversary of the date of grant, and in equal installments on a quarterly basis thereafter through the third anniversary of the date of grant, subject to Ms. Crawford's continued service with the Company. | | (11) The RSUs vested as to 25% of the underlying shares on the first anniversary of the date of grant, and in equal installments on a quarterly basis thereafter through the third anniversary of the date of grant, subject to Ms. Crawford's continued service with the Company. |
Outstanding Equity Awards at 2025 Fiscal Year-End
As previously disclosed, in addition to the compensation disclosed above, in connection with Mr. Workman’s transition from Chief Executive Officer to Executive Chair of the Board, the Compensation Committee accelerated the vesting of all of his outstanding unvested RSUs (95,741 RSUs in the aggregate) as of October 1, 2025.
Director Compensation
Director Compensation We maintain a non-employee director compensation program providing compensation for our non-employee directors who are unaffiliated with our institutional investors. The program provides eligible directors an annual cash retainer of $50,000 for serving on the Board, and an additional annual cash retainer of $32,500 for serving as the chairperson of the Audit and Risk Committee. Our directors may elect to receive their fees in cash, in RSUs, or in a combination of cash and RSUs. RSUs received pursuant to this election are granted on the fifth business day following the end of the applicable calendar quarter, and are fully-vested on the date of grant. In addition to the above fees, directors are also reimbursed for their out-of-pocket expenses in attending in-person meetings. The non-employee director compensation program also provides for an annual award of RSUs, calculated by dividing $150,000 by the 30 trading day average closing price of a share of our Common Stock as of the date of such annual meeting of the Company’s stockholders, rounded down to the nearest whole number. Such RSU awards are granted to continuing non-employee directors following each annual meeting of our stockholders, and vest immediately prior to the next annual meeting of the Company’s stockholders, subject to continued service of the director. The following table sets forth information concerning the compensation of our non-employee directors for the year ended December 31, 2025. During 2025, Mr. Workman served as an executive officer prior to transitioning into a non-employee director role, Executive Chairman of the Board. The non-employee director compensation paid to him in 2025 is reported in the Summary Compensation Table above under the column captioned “All Other Compensation.”
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Lior Susan | — | — | — | | Zane M. Burke | 50,000 | 163,366 | 213,366 | | Laura J. Durr | 82,500 | 163,366 | 245,866 | | Melissa A. Gonzales | 50,000 | 163,366 | 213,366 | | John C. Kim | 50,000 | 163,366 | 213,366 | | Amy N. McCullough | — | — | — | | Marc F. Stoll | 50,000 | 163,366 | 213,366 |
Director Compensation
| (1) The amounts shown in this column relate to annual RSU grants made to each non-employee director in 2025 as further described below under the heading “Director Compensation.” These amounts reflect the 2025 annual RSU award, which was granted in October 2025 and are based upon the grant date fair value of awards calculated in accordance with FASB ASC Topic 718. See Note 10 (Share-Based Compensation) to the Company’s consolidated financial statements included in the Form 10-K for the assumptions used in determining these values. |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosure, as it applies to smaller reporting companies, regarding executive “Compensation Actually Paid” (“CAP”), as calculated under applicable SEC rules, for our principal executive Officer (“PEO”) and our other named executive officers (“Non-PEO NEOs”) and certain financial performance measures for the fiscal years ended December 31, 2025, 2024 and 2023. In determining the CAP to our PEO and the CAP to our non-PEO NEOs, we are required to make various adjustments to the total compensation amounts that have been reported in the Summary Compensation Table (“SCT”), as the SEC’s valuation methods for this section differ from those required in the SCT. Information regarding the methodology for calculating CAP to our PEO and the CAP to our non-PEO NEOs, including details regarding the amounts that were deducted from, and added to, the SCT totals to arrive at the values presented for CAP, are provided in the footnotes to the table. Note that for non-PEO NEOs, compensation is reported as an average. The Company is a smaller reporting company and is not required to disclose the total shareholder return for our peer group or to disclose the company-selected measure or the tabular list of our most important financial performance measures.
Pay versus Performance
Pay versus Performance
Pay versus Performance
| Year (1) | Summary Compensation Table Total for PEO 1(2) | Compensation Actually Paid to PEO 1(3) | Summary Compensation Table Total for PEO 2(2) | Compensation Actually Paid to PEO 2(3) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs (1)(3) | Value of Fixed $100 Investment Based on Total Shareholder Return(4) | Net Income/(Loss) (in thousands) | | 2025 | $799,405 | $1,253,858 | $4,228,259 | $7,731,465 | $2,415,456 | $4,147,772 | 206.87 | $(39,678) | | 2024 | $987,073 | $920,147 | | | $1,065,372 | $1,036,353 | 56.86 | $(12,536) | | 2023 | $269,127 | $(88,448) | | | $687,402 | $716,567 | 67.47 | $(32,901) |
Pay versus Performance
(1) The following table lists the PEOs and non-PEO NEOs for each fiscal year.
Pay versus Performance
| Year | PEOs | Non-PEO NEOs | | 2025 | Kurt Workman, Jonathan Harris | Amanda Twede Crawford | | 2024 | Kurt Workman | Amanda Twede Crawford, Jonathan Harris | | 2023 | Kurt Workman | Kathryn Scolnick, Jonathan Harris |
Pay versus Performance
(2) Kurt Workman (“PEO 1”) was our PEO until October 1, 2025, when he transitioned to the Executive Chairman role and Jonathan Harris was appointed as our PEO for the remainder of 2025. Jonathan Harris (“PEO 2”) served as our PEO until April 6, 2026, when Kurt Workman was reappointed as our PEO. The amounts in this column represent the amounts from the “Total” column set forth in the Summary Compensation Table for the applicable year. Compensation for each individual PEO is presented separately in the table above in accordance with SEC rules. (3) The dollar amounts represented in this columns represent the amounts of “compensation actually paid” (“CAP”), as computed in accordance with Item 402(v) of Regulation S-K. These dollar amounts do not reflect the actual amounts of compensation earned by or paid to our named executive officers during the applicable year. For the periods presented, CAP reflects adjustments to the amounts reported in the Summary Compensation Table, as described below in the reconciliations. For purposes of calculating CAP, the fair value of equity awards is calculated in accordance with FASB ASC Topic 718 using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table (refer to “Executive and Director Compensation–2025 Summary Compensation Table” for additional information). (4) Assumes $100 was invested for the period starting December 31, 2022, through the end of the listed year in a share of our common stock, and assumes reinvestment of dividends.
RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO COMPENSATION ACTUALLY PAID FOR PEO 1
RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO COMPENSATION ACTUALLY PAID FOR PEO 1
RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO COMPENSATION ACTUALLY PAID FOR PEO 1
| Year | 2025 | | Summary Compensation Table Total | $799,405 | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | $(217,829) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | $410,077 | | Plus(/Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $— | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | $450,409 | | (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 | $(188,204) | | Compensation Actually Paid | $1,253,858 |
RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO COMPENSATION ACTUALLY PAID FOR PEO 2
RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO COMPENSATION ACTUALLY PAID FOR PEO 2
RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO COMPENSATION ACTUALLY PAID FOR PEO 2
| Year | 2025 | | Summary Compensation Table Total | $4,228,259 | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | $(3,498,403) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | $5,019,289 | | Plus(/Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $1,808,594 | | 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 | $173,726 | | (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 | $— | | Compensation Actually Paid | $7,731,465 |
RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO COMPENSATION ACTUALLY PAID FOR NON-PEO NEOS
RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO COMPENSATION ACTUALLY PAID FOR NON-PEO NEOS
RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO COMPENSATION ACTUALLY PAID FOR NON-PEO NEOS
| Year | 2025 | | Summary Compensation Table Total | $2,415,456 | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | $(1,901,721) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | $2,801,178 | | Plus(/Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $792,485 | | 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 | $40,374 | | (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 | $— | | Compensation Actually Paid | $4,147,772 |
Description of Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)
Description of Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between the average Compensation Actually Paid to our PEOs, the average Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years. *PEO 2 did not become PEO until 2025
Description of Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Net Loss
Description of Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Net Loss The following chart sets forth the relationship between the average Compensation Actually Paid to our PEOs, the average Compensation Actually Paid to our Non-PEO NEOs, and our Net Loss during the three most recently completed fiscal years. *PEO 2 did not become PEO until 2025