Companies Evolv Technologies Holdings, Inc.
Evolv Technologies (EVLV): executive pay, fiscal 2025
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CEO pay, last three years
- $20,769FY2024
- $7,467,859FY2025
CEO total pay was $7,467,859 in fiscal 2025, up from $20,769 in fiscal 2024.
FY2025: salary $540,001 · bonus $0 · stock awards $6,054,750 · option awards $0
Executives and directors
Frequently asked questions
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| John Kedzierski | $540,001 | $0 | $6,054,750 | $0 | $796,500 | $0 | $76,608 | $7,467,859 |
| Chief Executive Officer and President | ||||||||
| Chris Kutsor | 284,423 | 0 | 3,499,995 | 0 | 318,161 | 0 | 52,317 | 4,154,896 |
| Chief Financial Officer | ||||||||
| Robert Marshall | 338,943 | 0 | 2,699,996 | 0 | 503,116 | 0 | 5,192 | 3,547,247 |
| Chief Revenue Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
Three-year trend — total compensation per named executive
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| John Kedzierski | $7,467,859 | $20,769 | — | ↑ +7,447,090 |
| Chris Kutsor | 4,154,896 | — | — | — |
| Robert Marshall | 3,547,247 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Incentive-plan design — the Compensation Discussion & Analysis
The Company's compensation program is designed to attract and retain qualified executive officers by providing a balance of immediate, shorter-term value and long-term focus. The program aligns individual interests with the Company's growth and long-term stockholder value creation through a combination of base salary, annual cash incentives based on financial and strategic goals, and long-term equity awards.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Frederick W. Cook & Co., Inc. and Mercer (US) Inc. |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
Equity grants and outstanding awards
Grants of plan-based awards — fiscal year 2025
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| John Kedzierski | PRSU | 2025-01-02 | — | — | 621,000 | — | $3,589,380 |
| John Kedzierski | RSU | 2025-01-02 | — | — | 621,000 | — | 2,465,370 |
| Chris Kutsor | RSU | 2025-05-01 | — | — | 416,666 | — | 1,749,997 |
| Chris Kutsor | PRSU | 2025-05-01 | — | — | 299,145 | — | 1,749,998 |
| Robert Marshall | PRSU | 2025-03-01 | — | — | 306,818 | — | 1,349,999 |
| Robert Marshall | RSU | 2025-03-01 | — | — | 409,090 | — | 1,349,997 |
Vehicle mix — grant-date fair value by award type
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| John Kedzierski | $2,465,370 | $0 | $0 | 0.0% |
| Chris Kutsor | 1,749,997 | 0 | 0 | 0.0% |
| Robert Marshall | 1,349,997 | 0 | 0 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
Outstanding equity awards at fiscal year-end 2025
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Chris Kutsor | RSU | 299,145 | — | $2,141,878 |
| Robert Marshall | RSU | 306,818 | — | 2,196,817 |
| Robert Marshall | RSU | 409,090 | — | 2,929,084 |
| Chris Kutsor | RSU | 416,666 | — | 2,983,329 |
| John Kedzierski | RSU | 621,000 | — | 4,446,360 |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Richard ShapiroIndependent · Audit · Nominating and Corporate Governance (Chair) | $43,600 | $204,681 | — | — | — | $248,281 |
| Neil GlatIndependent · Board Chair · Nominating and Corporate Governance · Investment | 90,000 | 154,997 | — | — | — | 244,997 |
| Kimberly SheehyIndependent · Audit (Chair) · Compensation · Investment | 70,000 | 154,997 | — | — | — | 224,997 |
| Mark SullivanIndependent · Compensation | 45,000 | 179,994 | — | — | — | 224,994 |
| Kevin CharltonIndependent · Compensation (Chair) · Investment (Chair) | 69,667 | 154,997 | — | — | — | 224,664 |
| David Mounts-GonzalesIndependent · Audit | 52,792 | 154,997 | — | — | — | 207,789 |
| Bilal ZuberiIndependent · Nominating and Corporate Governance · Departed during FY | 44,792 | 154,997 | — | — | — | 199,789 |
| Michael EllenbogenNot independent | 12,826 | 0 | — | — | — | 12,826 |
| Merline SaintilNot independent | 2,417 | 0 | — | — | — | 2,417 |
| John KedzierskiEmployee director | — | — | — | — | — | 0 |
| Rajan NaikIndependent | 0 | 0 | — | — | — | 0 |
| Henrik KühlIndependent · Audit · Newly elected | — | — | — | — | — | — |
Board fee structure and ownership guideline
| Annual cash retainer | $40,000 |
|---|---|
| Annual equity retainer | $155,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 12,000 / 10,000 |
| Stock ownership guideline | $5 |
Total cost of the board
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $431,094 |
| Equity awards (grant-date value) | $1,159,660 |
| All other compensation | $0 |
| Total cost of the board | $1,590,754 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names Evolv Technologies as a peer
Companies that benchmark against EVLV
4 companies name EVLV as a compensation peer
- Archer Aviation Inc.ACHRFY2025
- BigBear.ai Holdings, Inc.BBAIFY2025
- MAGNACHIP SEMICONDUCTOR CorpMXFY2025
- QUICKLOGIC CorpQUIKFY2026
Each company listed discloses EVLV in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named EVLV in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
Disclosed peer group — fiscal year 2025
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Chief executive pay against the peer group
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | nLIGHT | 2025 | Scott Keeney | $476,808 | $36,086,000 | $0 | $756,217 | $37,333,189 |
| 2 | Mitek Systems | 2025 | Edward H. West | 500,000 | 7,902,361 | 0 | 761,500 | 9,414,057 |
| 3 | SoundHound AI | 2025 | Keyvan Mohajer | 546,333 | 8,780,500 | 0 | 0 | 9,326,833 |
| 4 | Evolv Technologies Holdings, Inc. | 2025 | John Kedzierski | 540,001 | 6,054,750 | 0 | 796,500 | 7,467,859 |
| 5 | Immersion | 2026 | Eric Singer | 1,137,880 | 1,923,000 | 0 | 395,000 | 5,066,691 |
| 6 | Faro Technologies, Inc. | 2024 | Peter Lau | 600,000 | 2,956,795 | 0 | 438,000 | 4,008,421 |
| 7 | OneSpan Inc. | 2025 | Victor Limongelli | 600,000 | 2,500,021 | 0 | 150,000 | 3,627,046 |
| 8 | Ouster | 2025 | Angus Pacala | 400,000 | 2,469,500 | 0 | 479,600 | 3,363,100 |
| 9 | Digimarc | 2025 | Riley McCormack | 415,000 | 1,662,931 | 0 | 371,840 | 2,449,771 |
| 10 | PDF Solutions | 2025 | John Kibarian | 450,000 | 0 | 0 | 114,750 | 693,986 |
Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Incentive design against the same peers
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Evolv Technologies Holdings, Inc. | not disclosed | MSU 50 · RSU 50 | not disclosed | Frederick W. Cook & Co., Inc. and Mercer (US) Inc. |
| Digimarc | not disclosed | PRSU 50 · RSU 50 | not disclosed | F.W. Cook & Co. |
| Faro Technologies, Inc. | 73% | PSU 60 · RSU 40 | Yes — Relative Total Shareholder Return (TSR) compared to Russell 2000 Index | Compensia |
| Immersion | not disclosed | RSU 100 | not disclosed | not disclosed |
| Mitek Systems | 152.3% | PSU 80 · RSU 20 | No | Frederic W. Cook & Company, Inc. |
| nLIGHT | 159% | RSU 50 · PSU 50 | No | Compensia |
| OneSpan Inc. | 25% | PSU 75 · RSU 25 | No | Frederic W. Cook & Co, Inc. |
| Ouster | 119.9% | RSU 100 | not disclosed | Semler Brossy |
| PDF Solutions | 85% | RSU 100 | not disclosed | Wailea Partners |
| SoundHound AI | not disclosed | RSU 100 | not disclosed | Compensia |
Read from each company’s Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company’s filing does not state the item.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-18 | 94,695,112 | 1,020,267 | 1,003,044 | 98.93% | Passed |
| 2025 | 2025-06-20 | 79,961,618 | 1,425,477 | 199,638 | 98.25% | Passed |
| 2024 | 2024-05-31 | 80,188,833 | 23,299,011 | 274,256 | 77.49% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.
Say-on-pay — history, company’s computation
| Meeting year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2026 | 2026-06-18 | 98.93%a |
| 2025 | 2025-06-20 | 98.25%b |
| 2024 | 2024-05-31 | 77.49%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Approved under the standard stated in the filing — “The affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such matter. | Abstentions: Abstentions and broker non-votes will have no effect.”.
Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
Insider trades since the proxy
No insider equity transactions reported since the proxy statement.
Sources (37 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, John Kedzierski. DEF 14A, filed 2026-04-30. Section “Summary Compensation Table” · page 38. As printed: 7,467,859. View filing ↗
- Section 01, Chris Kutsor. DEF 14A, filed 2026-04-30. Section “Summary Compensation Table” · page 38. As printed: 4,154,896. View filing ↗
- Section 01, Robert Marshall. DEF 14A, filed 2026-04-30. Section “Summary Compensation Table” · page 38. As printed: 3,547,247. View filing ↗
- Section 03, John Kedzierski PRSU. DEF 14A, filed 2026-04-30. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, John Kedzierski RSU. DEF 14A, filed 2026-04-30. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Chris Kutsor RSU. DEF 14A, filed 2026-04-30. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Chris Kutsor PRSU. DEF 14A, filed 2026-04-30. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Robert Marshall PRSU. DEF 14A, filed 2026-04-30. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Robert Marshall RSU. DEF 14A, filed 2026-04-30. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 08, Richard Shapiro. DEF 14A, filed 2026-04-30. Section “Director Compensation”. As printed: 248,281. View filing ↗
- Section 08, Neil Glat. DEF 14A, filed 2026-04-30. Section “Director Compensation”. As printed: 244,997. View filing ↗
- Section 08, Kimberly Sheehy. DEF 14A, filed 2026-04-30. Section “Director Compensation”. As printed: 224,997. View filing ↗
- Section 08, Mark Sullivan. DEF 14A, filed 2026-04-30. Section “Director Compensation”. As printed: 224,994. View filing ↗
- Section 08, Kevin Charlton. DEF 14A, filed 2026-04-30. Section “Director Compensation”. As printed: 224,664. View filing ↗
- Section 08, David Mounts-Gonzales. DEF 14A, filed 2026-04-30. Section “Director Compensation”. As printed: 207,789. View filing ↗
- Section 08, Bilal Zuberi. DEF 14A, filed 2026-04-30. Section “Director Compensation”. As printed: 199,789. View filing ↗
- Section 08, Michael Ellenbogen. DEF 14A, filed 2026-04-30. Section “Director Compensation”. As printed: 12,826. View filing ↗
- Section 08, Merline Saintil. DEF 14A, filed 2026-04-30. Section “Director Compensation”. As printed: 2,417. View filing ↗
- Section 08, John Kedzierski. DEF 14A, filed 2026-04-30. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 08, Rajan Naik. DEF 14A, filed 2026-04-30. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 08, Henrik Kühl. DEF 14A, filed 2026-04-30. Section “Director Compensation”. As printed: —. View filing ↗
- Section 06, 2026 vote. Form 8-K, filed 2026-06-22. Item 5.07 · say-on-pay result. As reported: 98.93% (votes for as printed: 94,695,112). View filing ↗
- Section 06, 2025 vote. Form 8-K, filed 2025-06-23. Item 5.07 · say-on-pay result. As reported: 98.25% (votes for as printed: 79,961,618). View filing ↗
- Section 06, 2024 vote. Form 8-K, filed 2024-06-04. Item 5.07 · say-on-pay result. As reported: 77.49% (votes for as printed: 80,188,833). View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
- Section 09b board cost (computed). Computed. Cash 431,094 + equity 1,159,660 + all other 0 = 1,590,754, summed across the director compensation table rows.
- nLIGHT, Section 10b CEO total. DEF 14A, filed 2026-04-24. CEO total compensation as printed in nLIGHT's own proxy. As printed: 37,333,189. View filing ↗
- Mitek Systems, Section 10b CEO total. DEF 14A, filed 2026-01-26. CEO total compensation as printed in Mitek Systems's own proxy. As printed: 9,414,057. View filing ↗
- SoundHound AI, Section 10b CEO total. DEF 14A, filed 2026-04-09. CEO total compensation as printed in SoundHound AI's own proxy. As printed: 9,326,833. View filing ↗
- Evolv Technologies Holdings, Inc. (subject), Section 10b CEO total. DEF 14A, filed 2026-04-30. CEO total compensation as printed in Evolv Technologies Holdings, Inc.'s own proxy. As printed: 7,467,859. View filing ↗
- Immersion, Section 10b CEO total. DEF 14A, filed 2026-08-28. CEO total compensation as printed in Immersion's own proxy. As printed: 5,066,691. View filing ↗
- Faro Technologies, Inc., Section 10b CEO total. DEF 14A, filed 2025-04-10. CEO total compensation as printed in Faro Technologies, Inc.'s own proxy. As printed: 4,008,421. View filing ↗
- OneSpan Inc., Section 10b CEO total. DEF 14A, filed 2026-04-23. CEO total compensation as printed in OneSpan Inc.'s own proxy. As printed: 3,627,046. View filing ↗
- Ouster, Section 10b CEO total. DEF 14A, filed 2026-04-28. CEO total compensation as printed in Ouster's own proxy. As printed: 3,363,100. View filing ↗
- Digimarc, Section 10b CEO total. DEF 14A, filed 2026-03-24. CEO total compensation as printed in Digimarc's own proxy. As printed: 2,449,771. View filing ↗
- PDF Solutions, Section 10b CEO total. DEF 14A, filed 2026-04-29. CEO total compensation as printed in PDF Solutions's own proxy. As printed: 693,986. View filing ↗