CEO Kelly Georgevich was paid $913,676 in fiscal year 2025, ↓ down 34.7% from fiscal year 2024 (SEC filing 0001104659-26-060237 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$2,979,528 David Moradi total, FY2025 Chief Product Officer (former Chief Executive Officer) and Director — highest-paid officer; CEO Kelly Georgevich: $913,676 | — CEO (Kelly Georgevich) pay percentile vs peers | — CEO-to-median pay ratio | 80.1% Say-on-pay support, latest vote |
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AEYE's next annual pay disclosure, estimated May 13, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| David Moradi | $100,000 | $0 | $2,879,528 | $0 | $0 | $0 | $0 | $2,979,528 |
| Chief Product Officer (former Chief Executive Officer) and Director | ||||||||
| Kelly Georgevich | 350,000 | 85,000 | 478,676 | 0 | 0 | 0 | 0 | 913,676 |
| Chief Executive Officer, Chief Financial Officer and Director | ||||||||
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.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| David Moradi | $2,979,528 | $400,000 | — | ↑ +2,579,528 |
| Kelly Georgevich | 913,676 | 1,399,428 | — | ↓ −485,752 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Kelly Georgevich | RSU | 2025-03-28 | — | — | 15,000 | — | — |
| Kelly Georgevich | RSU | 2025-06-24 | — | — | 25,901 | — | — |
| David Moradi | RSU | 2025-03-31 | — | — | 241,444 | — | — |
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.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Kelly Georgevich | RSU | 50,901 | — | $508,501 |
| David Moradi | RSU | 241,444 | — | 2,412,026 |
| David Moradi | PSU | 100,000 | — | 999,000 |
The primary objective of the executive compensation program is to attract and retain exceptional leaders and enable them to behave like owners by aligning executives' financial interests with those of stockholders. The program is designed to pay for performance, promote a culture of employee ownership, and focus on long-term equity value enhancement.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | false |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-22 | 5,551,022 | 1,378,974 | 303,720 | 80.1% | Passed |
| 2025 | 2025-05-23 | 7,414,791 | 237,146 | 15,902 | 96.9% | Passed |
| 2024 | 2024-05-24 | 6,776,370 | 39,009 | 37,187 | 99.43% | Passed |
| 2023 | 2023-05-19 | 6,454,249 | 30,122 | 370,164 | 99.54% | Passed |
| 2022 | 2022-05-20 | 6,113,579 | 691,335 | 62,368 | 89.84% | Passed |
| 2021 | 2021-05-21 | 5,530,356 | 402,650 | 60,272 | 93.21% | 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.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-06-22 | 80.1%a |
| 2025 | 2025-05-23 | 96.9%b |
| 2024 | 2024-05-24 | 99.43%c |
a. Voting standard not stated in the filing.
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.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Jamil TahirIndependent · Lead Independent Director · Audit (Chair) · Nominating and Corporate Governance · Compensation (Chair) | $0 | $176,691 | — | — | — | $176,691 |
| Dr. Katherine FlemingIndependent · Audit · Nominating and Corporate Governance (Chair) · Compensation | 0 | 112,057 | — | — | — | 112,057 |
| James HawkinsIndependent · Audit · Nominating and Corporate Governance · Compensation | 0 | 111,774 | — | — | — | 111,774 |
| Anthony CoelhoNot independent · Not standing for re-election · Departed during FY | 0 | 13,187 | — | — | — | 13,187 |
| David MoradiEmployee director · Board Chair | — | — | — | — | — | 0 |
| Kelly GeorgevichEmployee director · Newly elected | — | — | — | — | — | 0 |
| Annual cash retainer | $0 |
|---|---|
| Annual equity retainer | $5,667 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 200 / 200 / 200 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $0 |
| Equity awards (grant-date value) | $413,709 |
| All other compensation | $0 |
| Total cost of the board | $413,709 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
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 | Audioeye | 2025 | Kelly Georgevich | $350,000 | $478,676 | $0 | $0 | $913,676 |
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.
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.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, David Moradi | DEF 14A | 2026-05-13 | 0001104659-26-060237 | Section “Summary Compensation Table for Fiscal Year 2025” · page 19. As printed: 2,979,528. Filing ↗machine: r4 · c12 · span 238895–238904 |
| 2 | Section 01, Kelly Georgevich | DEF 14A | 2026-05-13 | 0001104659-26-060237 | Section “Summary Compensation Table for Fiscal Year 2025” · page 19. As printed: 913,676. Filing ↗machine: r6 · c12 · span 245800–245807 |
| 3 | Section 03, Kelly Georgevich RSU | DEF 14A | 2026-05-13 | 0001104659-26-060237 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 295754–295760 |
| 4 | Section 03, Kelly Georgevich RSU | DEF 14A | 2026-05-13 | 0001104659-26-060237 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 295971–295977 |
| 5 | Section 03, David Moradi RSU | DEF 14A | 2026-05-13 | 0001104659-26-060237 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 293973–293980 |
| 6 | Section 08, Jamil Tahir | DEF 14A | 2026-05-13 | 0001104659-26-060237 | Section “Director Compensation”. As printed: 176,691. Filing ↗machine: span 179639–179812 |
| 7 | Section 08, Dr. Katherine Fleming | DEF 14A | 2026-05-13 | 0001104659-26-060237 | Section “Director Compensation”. As printed: 112,057. Filing ↗machine: span 177784–177957 |
| 8 | Section 08, James Hawkins | DEF 14A | 2026-05-13 | 0001104659-26-060237 | Section “Director Compensation”. As printed: 111,774. Filing ↗machine: span 181521–181694 |
| 9 | Section 08, Anthony Coelho | DEF 14A | 2026-05-13 | 0001104659-26-060237 | Section “Director Compensation”. As printed: 13,187. Filing ↗machine: span 175978–176150 |
| 10 | Section 08, David Moradi | DEF 14A | 2026-05-13 | 0001104659-26-060237 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 11 | Section 08, Kelly Georgevich | DEF 14A | 2026-05-13 | 0001104659-26-060237 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 12 | Section 06, 2026 vote | Form 8-K | 2026-06-23 | 0001104659-26-076658 | Item 5.07 · say-on-pay result. As reported: 80.1% (votes for as printed: 5,551,022). Filing ↗ |
| 13 | Section 06, 2025 vote | Form 8-K | 2025-05-28 | 0001104659-25-053557 | Item 5.07 · say-on-pay result. As reported: 96.9% (votes for as printed: 7,414,791). Filing ↗ |
| 14 | Section 06, 2024 vote | Form 8-K | 2024-05-24 | 0001104659-24-065146 | Item 5.07 · say-on-pay result. As reported: 99.43% (votes for as printed: 6,776,370). Filing ↗ |
| 15 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 16 | Section 09b board cost (computed) | Computed | — | — | Cash 0 + equity 413,709 + all other 0 = 413,709, summed across the director compensation table rows.machine: formula: Σ = 413,709 |
| 17 | Audioeye (subject), Section 10b CEO total | DEF 14A | 2026-05-13 | 0001104659-26-060237 | CEO total compensation as printed in Audioeye's own proxy. As printed: 913,676. Filing ↗machine: r6 · c12 · span 245800–245807 |
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