Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-06-23

Audioeye (AEYE)

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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Sample answer — “What is the CEO’s total compensation?”
- Kelly Georgevich (Chief Executive Officer, Chief Financial Officer and Director), FY2025 total compensation $913,676 (base salary $350,000) [exec_comp, SEC accession 0001104659-26-060237, filed 2026-05-13]

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AEYE's next annual pay disclosure, estimated May 13, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
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 Georgevich350,00085,000478,6760000913,676
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.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
David Moradi$2,979,528$400,000—↑ +2,579,528
Kelly Georgevich913,6761,399,428—↓ −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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Companies that benchmark against AEYE
No companies currently name AEYE as a compensation peer in their most recent disclosure.

This is the complete answer, not a partial one — the list is never padded.

02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Kelly GeorgevichRSU2025-03-28——15,000——
Kelly GeorgevichRSU2025-06-24——25,901——
David MoradiRSU2025-03-31——241,444——
03b

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.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Kelly GeorgevichRSU50,901—$508,501
David MoradiRSU241,444—2,412,026
David MoradiPSU100,000—999,000
05

Incentive-plan design — the Compensation Discussion & Analysis

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 policytrue
Anti-hedgingtrue
Anti-pledgingfalse
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-06-225,551,0221,378,974303,72080.1%Passed
20252025-05-237,414,791237,14615,90296.9%Passed
20242024-05-246,776,37039,00937,18799.43%Passed
20232023-05-196,454,24930,122370,16499.54%Passed
20222022-05-206,113,579691,33562,36889.84%Passed
20212021-05-215,530,356402,65060,27293.21%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.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-06-2280.1%a
20252025-05-2396.9%b
20242024-05-2499.43%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.

08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
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) · Compensation0112,057———112,057
James HawkinsIndependent · Audit · Nominating and Corporate Governance · Compensation0111,774———111,774
Anthony CoelhoNot independent · Not standing for re-election · Departed during FY013,187———13,187
David MoradiEmployee director · Board Chair—————0
Kelly GeorgevichEmployee director · Newly elected—————0
09

Board fee structure and ownership guideline

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—
09b

Total cost of the board

ComponentFY2025
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.

10b

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.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Audioeye2025Kelly 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.

10d

Frequently asked questions

Who was the highest-paid executive at Audioeye in fiscal 2025?
As disclosed, David Moradi (Chief Product Officer (former Chief Executive Officer) and Director) was the highest-paid executive at Audioeye in fiscal 2025, with total compensation of $2,979,528.
How did shareholders vote on Audioeye's executive compensation?
As disclosed, 80.1% of shareholders supported Audioeye's executive compensation in the latest say-on-pay vote.
How much does Audioeye spend in total on board compensation for fiscal 2025?
As disclosed, Audioeye reported total board compensation of $413,709 for fiscal 2025.

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.

11

Source register

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.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, David MoradiDEF 14A2026-05-130001104659-26-060237Section “Summary Compensation Table for Fiscal Year 2025” · page 19. As printed: 2,979,528. Filing ↗machine: r4 · c12 · span 238895–238904
2Section 01, Kelly GeorgevichDEF 14A2026-05-130001104659-26-060237Section “Summary Compensation Table for Fiscal Year 2025” · page 19. As printed: 913,676. Filing ↗machine: r6 · c12 · span 245800–245807
3Section 03, Kelly Georgevich RSUDEF 14A2026-05-130001104659-26-060237Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 295754–295760
4Section 03, Kelly Georgevich RSUDEF 14A2026-05-130001104659-26-060237Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 295971–295977
5Section 03, David Moradi RSUDEF 14A2026-05-130001104659-26-060237Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 293973–293980
6Section 08, Jamil TahirDEF 14A2026-05-130001104659-26-060237Section “Director Compensation”. As printed: 176,691. Filing ↗machine: span 179639–179812
7Section 08, Dr. Katherine FlemingDEF 14A2026-05-130001104659-26-060237Section “Director Compensation”. As printed: 112,057. Filing ↗machine: span 177784–177957
8Section 08, James HawkinsDEF 14A2026-05-130001104659-26-060237Section “Director Compensation”. As printed: 111,774. Filing ↗machine: span 181521–181694
9Section 08, Anthony CoelhoDEF 14A2026-05-130001104659-26-060237Section “Director Compensation”. As printed: 13,187. Filing ↗machine: span 175978–176150
10Section 08, David MoradiDEF 14A2026-05-130001104659-26-060237Section “Director Compensation”. As printed: 0. Filing ↗
11Section 08, Kelly GeorgevichDEF 14A2026-05-130001104659-26-060237Section “Director Compensation”. As printed: 0. Filing ↗
12Section 06, 2026 voteForm 8-K2026-06-230001104659-26-076658Item 5.07 · say-on-pay result. As reported: 80.1% (votes for as printed: 5,551,022). Filing ↗
13Section 06, 2025 voteForm 8-K2025-05-280001104659-25-053557Item 5.07 · say-on-pay result. As reported: 96.9% (votes for as printed: 7,414,791). Filing ↗
14Section 06, 2024 voteForm 8-K2024-05-240001104659-24-065146Item 5.07 · say-on-pay result. As reported: 99.43% (votes for as printed: 6,776,370). Filing ↗
15Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
16Section 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
17Audioeye (subject), Section 10b CEO totalDEF 14A2026-05-130001104659-26-060237CEO total compensation as printed in Audioeye's own proxy. As printed: 913,676. Filing ↗machine: r6 · c12 · span 245800–245807

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