Companies System1, Inc.
System1 (SST): executive pay, fiscal 2025
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CEO pay, last three years
- $36,507FY2023
- $2,388,353FY2024
- $636,333FY2025
CEO total pay was $636,333 in fiscal 2025, down from $2,388,353 in fiscal 2024.
FY2025: salary $0 · bonus $0 · stock awards $601,490 · 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 |
|---|---|---|---|---|---|---|---|---|
| Marc Mezzacca | $300,000 | $0 | $90,050 | $0 | $9,123,003 | $0 | $36,001 | $9,549,054 |
| President, CouponFollow | ||||||||
| Charles Ursini | 450,000 | 0 | 2,994,365 | 0 | 0 | 0 | 29,974 | 3,474,339 |
| Chief Operating Officer | ||||||||
| Tridivesh Kidambi | 450,000 | 142,135 | 612,967 | 0 | 211,800 | 0 | 34,057 | 1,450,959 |
| Chief Financial Officer | ||||||||
| Michael Blend | 0 | 0 | 601,490 | 0 | 0 | 0 | 34,843 | 636,333 |
| Chief Executive 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 |
|---|---|---|---|---|
| Marc Mezzacca | $9,549,054 | $2,559,808 | $2,427,554 | ↑ +6,989,246 |
| Charles Ursini | 3,474,339 | 2,377,219 | — | ↑ +1,097,120 |
| Tridivesh Kidambi | 1,450,959 | 1,735,853 | 993,583 | ↓ −284,894 |
| Michael Blend | 636,333 | 2,388,353 | 36,507 | ↓ −1,752,020 |
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 talent by providing a competitive package that includes base salary, cash incentives, and equity awards. The program emphasizes alignment with shareholder value creation, with equity awards (such as SARs and RSUs) vesting based on the achievement of specific financial performance targets, primarily Adjusted EBITDA.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | false |
| Anti-pledging | false |
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 |
|---|---|---|---|---|---|---|---|
| Marc Mezzacca | RSA | 2025-07-29 | — | — | 20,000 | — | — |
| Tridivesh Kidambi | RSA | 2025-07-29 | — | — | 20,000 | — | — |
| Tridivesh Kidambi | RSU | 2025-07-29 | — | — | 50,000 | — | — |
| Charles Ursini | RSU | 2025-07-29 | — | — | 337,500 | — | — |
Vehicle mix — grant-date fair value by award type
Grant-level vehicle detail not disclosed.
% 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 |
|---|---|---|---|---|
| Tridivesh Kidambi | RSU | 625 | — | $2,450 |
| Tridivesh Kidambi | RSU | 4,189 | — | 16,421 |
| Tridivesh Kidambi | RSU | 5,000 | — | 19,550 |
| Marc Mezzacca | RSU | 5,000 | — | 19,550 |
| Marc Mezzacca | RSU | 15,000 | — | 71,150 |
| Tridivesh Kidambi | RSU | 17,500 | — | 44,450 |
| Tridivesh Kidambi | RSU | 50,000 | — | 196,000 |
| Tridivesh Kidambi | RSU | 54,814 | — | 214,871 |
| Michael Blend | RSU | 62,500 | — | 158,750 |
| Charles Ursini | RSU | 62,500 | — | 158,750 |
| Tridivesh Kidambi | PSU | 67,500 | — | 225,325 |
| Michael Blend | RSU | 187,500 | — | 550,625 |
| Charles Ursini | PSU | 187,500 | — | 550,625 |
| Charles Ursini | RSU | 337,500 | — | 1,323,000 |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Tanmay KumarIndependent · Audit Committee (Chair) | $80,000 | $93,300 | $0 | — | $0 | $173,300 |
| Moujan KazeraniIndependent · Audit Committee · Compensation Committee (Chair) | 70,000 | 93,300 | 0 | — | 0 | 163,300 |
| Taryn NaiduIndependent · Audit Committee · Compensation Committee | 60,000 | 93,300 | 0 | — | 0 | 153,300 |
| Caroline HornIndependent · Nominating and Corporate Governance Committee (Chair) | 45,000 | 93,300 | 0 | — | 0 | 138,300 |
| John CivantosIndependent · Nominating and Corporate Governance Committee | 40,000 | 93,300 | 0 | — | 0 | 133,300 |
| Jennifer PrinceIndependent · Departed during FY · Partial-year service | 30,000 | 93,300 | 0 | — | 0 | 123,300 |
| Ryan CaswellIndependent · Departed during FY | 30,000 | 93,300 | 0 | — | 0 | 123,300 |
| Dexter FowlerIndependent · Departed during FY · Partial-year service | 30,000 | 93,300 | 0 | — | 0 | 123,300 |
| Frank MartireIndependent · Departed during FY · Partial-year service | 30,000 | 93,300 | 0 | — | 0 | 123,300 |
| Michael BlendEmployee director · Board Chair · Nominating and Corporate Governance | — | — | — | — | — | 0 |
| Charles UrsiniEmployee director · Nominating and Corporate Governance | — | — | — | — | — | 0 |
Board fee structure and ownership guideline
| Annual cash retainer | — |
|---|---|
| Annual equity retainer | $180,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 50,000 / 20,000 / 15,000 |
| Stock ownership guideline | — |
Total cost of the board
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $415,000 |
| Equity awards (grant-date value) | $839,700 |
| All other compensation | $0 |
| Total cost of the board | $1,254,700 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names System1 as a peer
Companies that benchmark against SST
1 company names SST as a compensation peer
- MediaAlpha, Inc.MAXFY2025
Each company listed discloses SST 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 SST in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
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 | System1, Inc. | 2025 | Michael Blend | $0 | $601,490 | $0 | $0 | $636,333 |
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.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2025 | 2025-06-10 | — | — | — | — | — |
| 2024 | 2024-06-11 | — | — | — | — | — |
| 2023 | 2023-06-19 | — | — | — | — | — |
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 |
|---|---|---|
| 2025 | 2025-06-10 | —a |
| 2024 | 2024-06-11 | —b |
| 2023 | 2023-06-19 | —c |
a. Approved under the standard stated in the filing — “Any shares of Class A Common Stock or Class C Common Stock that are not voted (whether by abstention or otherwise) will have no impact on the outcome of the vote with respect to these proposals.”.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
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.
CEO pay ratio
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
Insider trades since the proxy
Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Brian Coppola | Chief Ad Operations Officer | 2026-07-15 | D | 6,124 | $3 | $15,922 | Common | Form 4 ↗ |
| Elizabeth Sestanovich | Chief People Officer | 2026-07-15 | D | 7,058 | 3 | 18,351 | Common | Form 4 ↗ |
| Tridivesh Kidambi | Chief Financial Officer | 2026-07-15 | D | 6,022 | 3 | 15,657 | Common | Form 4 ↗ |
| Daniel J. Weinrot | General Counsel & Secretary | 2026-07-15 | D | 9,156 | 3 | 23,806 | Common | Form 4 ↗ |
Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.
Sources (30 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, Marc Mezzacca. DEF 14A, filed 2026-06-22. Section “Executive Compensation”. As printed: 9,549,054. View filing ↗
- Section 01, Charles Ursini. DEF 14A, filed 2026-06-22. Section “Executive Compensation”. As printed: 3,474,339. View filing ↗
- Section 01, Tridivesh Kidambi. DEF 14A, filed 2026-06-22. Section “Executive Compensation”. As printed: 1,450,959. View filing ↗
- Section 01, Michael Blend. DEF 14A, filed 2026-06-22. Section “Executive Compensation” · page 25. As printed: 636,333. View filing ↗
- Section 03, Marc Mezzacca RSA. DEF 14A, filed 2026-06-22. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Tridivesh Kidambi RSA. DEF 14A, filed 2026-06-22. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Tridivesh Kidambi RSU. DEF 14A, filed 2026-06-22. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Charles Ursini RSU. DEF 14A, filed 2026-06-22. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 07, pay ratio. 10-K/A, filed 2026-04-30. Section “CEO Pay Ratio”. As printed: —. View filing ↗
- Section 08, Tanmay Kumar. DEF 14A, filed 2026-06-22. Section “Director Compensation”. As printed: 173,300. View filing ↗
- Section 08, Moujan Kazerani. DEF 14A, filed 2026-06-22. Section “Director Compensation”. As printed: 163,300. View filing ↗
- Section 08, Taryn Naidu. DEF 14A, filed 2026-06-22. Section “Director Compensation”. As printed: 153,300. View filing ↗
- Section 08, Caroline Horn. DEF 14A, filed 2026-06-22. Section “Director Compensation”. As printed: 138,300. View filing ↗
- Section 08, John Civantos. DEF 14A, filed 2026-06-22. Section “Director Compensation”. As printed: 133,300. View filing ↗
- Section 08, Jennifer Prince. DEF 14A, filed 2026-06-22. Section “Director Compensation”. As printed: 123,300. View filing ↗
- Section 08, Ryan Caswell. DEF 14A, filed 2026-06-22. Section “Director Compensation”. As printed: 123,300. View filing ↗
- Section 08, Dexter Fowler. DEF 14A, filed 2026-06-22. Section “Director Compensation”. As printed: 123,300. View filing ↗
- Section 08, Frank Martire. DEF 14A, filed 2026-06-22. Section “Director Compensation”. As printed: 123,300. View filing ↗
- Section 08, Michael Blend. DEF 14A, filed 2026-06-22. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 08, Charles Ursini. DEF 14A, filed 2026-06-22. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 02, Brian Coppola 2026-07-15. Form 4, filed 2026-07-17. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Elizabeth Sestanovich 2026-07-15. Form 4, filed 2026-07-17. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Tridivesh Kidambi 2026-07-15. Form 4, filed 2026-07-17. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Daniel J. Weinrot 2026-07-15. Form 4, filed 2026-07-17. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 06, 2025 vote. Form 8-K, filed 2025-06-10. Item 5.07 · say-on-pay result. As reported: —. View filing ↗
- Section 06, 2024 vote. Form 8-K, filed 2024-06-14. Item 5.07 · say-on-pay result. As reported: —. View filing ↗
- Section 06, 2023 vote. Form 8-K, filed 2023-06-07. Item 5.07 · say-on-pay result. As reported: —. View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 09b board cost (computed). Computed. Cash 415,000 + equity 839,700 + all other 0 = 1,254,700, summed across the director compensation table rows.
- System1, Inc. (subject), Section 10b CEO total. DEF 14A, filed 2026-06-22. CEO total compensation as printed in System1, Inc.'s own proxy. As printed: 636,333. View filing ↗