Independent
Tenure on this board
3.2 yrs
Also a director at
Art Technology Acquisition Corp (ARTC)
5 nominees · 2 ballot items.
Elect five directors (Katherine Fleming, Kelly Georgevich, James Hawkins, David Moradi, Jamil Tahir) and hold a non-binding advisory vote to approve AudioEye’s 2025 executive compensation.
Elect five nominees (Katherine Fleming, Kelly Georgevich, James Hawkins, David Moradi, and Jamil Tahir) to serve as directors until the 2027 Annual Meeting or until their successors are duly elected and qualified.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers for 2025 as disclosed in the proxy statement.
This proposal requests a non-binding, advisory ‘‘say-on-pay’’ approval from stockholders for the Company’s 2025 executive compensation as disclosed in the proxy. Management is seeking shareholder approval to validate its compensation design, which combines base salary, annual cash incentives, and long-term equity incentives (including RSUs, PSUs and performance shares) intended to align executive and stockholder interests and to retain key leaders. The Compensation Committee emphasizes a pay-for-performance philosophy and notes prior strong stockholder support (approximately 99% in favor in 2025), which frames the request as consistent with existing practice. The proposal is advisory only and does not legally bind the Board or require changes, but the Compensation Committee has committed to consider the vote’s outcome when setting future pay. Key context includes large equity awards and performance-based grants to named executives (notably material RSU/PSU grants disclosed for the CEO and former CEO), vesting acceleration provisions on certain events, and the Compensation Recovery (clawback) and anti-hedging policies designed to mitigate excessive risk-taking. Management’s rationale is that the program aligns incentives with long-term value creation, supports retention at a critical growth stage, and is consistent with market practices reviewed by the Compensation Committee. Potential governance considerations for investors include the non-binding nature of the vote, the scale and structure of equity awards (market- and performance-based components), and the Board’s discretion over compensation adjustments; these factors should be weighed when interpreting the advisory outcome. The Board’s unanimous recommendation to vote FOR is grounded in its view that the program appropriately balances pay-for-performance, retention, and alignment with stockholder interests while incorporating safeguards such as clawback and committee oversight.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | KENNEDY CAPITAL MANAGEMENT LLC | 6.62% | 823,454 | $5M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 2.72% | 338,545 | $2M |
| 3 | BlackRock, Inc. | 2.32% | 289,013 | $2M |
| 4 | Skylands Capital, LLC | 1.79% | 222,850 | $1M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 1.64% | 203,460 | $1M |
| 6 | FORMULA GROWTH LTD | 1.61% | 200,000 | $1M |
| 7 | STATE STREET CORP | 1.43% | 177,865 | $1M |
| 8 | SEI INVESTMENTS CO | 1.23% | 153,537 | $978K |
| 9 | RENAISSANCE TECHNOLOGIES LLC | 1.01% | 125,300 | $798K |
| 10 | UBS Group AG | 0.98% | 122,032 | $777K |
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