Former CEO Joe Vernachio was paid $968,993 in fiscal year 2025, ↓ down 17.9% from fiscal year 2024 (SEC filing 0001193125-26-342889 ↗): 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.
$968,993 ↓ Joe Vernachio total, FY2025 | — CEO pay percentile vs peers | — CEO-to-median pay ratio | — Say-on-pay support, latest vote |
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BIRD's next annual pay disclosure, estimated November 28, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Joe Vernachio | $500,000 | $0 | $454,993 | $0 | $0 | $0 | $14,000 | $968,993 |
| Former President, Chief Executive Officer and Secretary, and Former Chief Operating Officer | ||||||||
| Ann Mitchell | 385,000 | 0 | 206,955 | 0 | 0 | 0 | 12,245 | 604,200 |
| Chief Financial 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.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Joe Vernachio | $968,993 | $1,180,452 | — | ↓ −211,459 |
| Ann Mitchell | 604,200 | 739,812 | — | ↓ −135,612 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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Each company listed discloses BIRD 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 BIRD in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
One page per officer: the same table above, read for one person at a time — his own figure and every fiscal year the register holds.
| Executive | Role | FY2025 total |
|---|---|---|
| Ann Mitchell | CFO | $604,200 |
| Joe Vernachio | CEO | $968,993 |
One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2025 total |
|---|---|---|
| Dan Levitan | Independent Director | $130,800 |
| Dick Boyce | Independent Director | $135,800 |
| Lily Yan Hughes | Independent Director | $211,250 |
| Nadia Carlsten | Director | — |
| Ravi Thanawala | Independent Director | $125,800 |
| Timothy Brown | Independent Director | $100,000 |
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 |
|---|---|---|---|---|---|---|---|---|
| Dick Boyce | Director | 2026-08-25 | D | 9,200 | $2 | $21,896 | Common | Form 4 ↗ |
| Ann Mitchell | Chief Financial Officer | 2026-09-02 | D | 1,755 | 2 | 4,282 | Common | Form 4 ↗ |
| Nadia Carlsten | Director | 2026-09-02 | D | 36,315 | 2 | 88,609 | Common | Form 4 ↗ |
| Dick Boyce | Director | 2026-09-18 | D | 48,277 | — | — | Derivative, Class A Common | Form 4 ↗ |
| Dick Boyce | Director | 2026-09-18 | A | 48,277 | — | — | Common | Form 4 ↗ |
| Ann Mitchell | Chief Financial Officer | 2026-09-18 | D | 19,508 | 2 | 44,868 | Common | Form 4 ↗ |
| Dick Boyce | Director | 2026-09-18 | D | 48,277 | 2 | 111,520 | Common | Form 4 ↗ |
| Timothy Brown | Director | 2026-09-30 | A | 57,471 | 3 | 149,999 | Common | Form 4 ↗ |
| Elizabeth Mora | Director | 2026-10-01 | A | 57,306 | 3 | 199,998 | Common | Form 4 ↗ |
| Daniel Kasun | Director | 2026-10-01 | A | 57,306 | 3 | 199,998 | 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.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Joe Vernachio | RSU | 2024-03-15 | — | — | 6 | — | $600,000 |
| Joe Vernachio | PSU | 2025-04-18 | — | — | 27,409 | — | — |
| Joe Vernachio | RSU | 2025-04-18 | — | — | 63,955 | — | — |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Joe Vernachio | $600,000 | $0 | $0 | 0.0% |
% 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 |
|---|---|---|---|---|
| Ann Mitchell | RSU | 25,856 | — | $180,216 |
| Joe Vernachio | RSU | 42,637 | — | 174,812 |
| Ann Mitchell | RSU | 14,334 | — | 127,788 |
| Ann Mitchell | Option | 25,000 | 25 | — |
| Joe Vernachio | RSU | 13,643 | — | 55,936 |
| Ann Mitchell | RSU | 10,000 | — | 41,000 |
| Joe Vernachio | RSU | 4,167 | — | 17,085 |
The Company is an emerging growth company and relies on exemptions from certain disclosure requirements, including the Compensation Discussion and Analysis. Executive compensation is designed to provide appropriate incentives to achieve defined performance goals.
| CEO STI target (% of salary) | 80% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-09-30 | — | — | — | — | — |
| 2025 | 2025-06-06 | — | — | — | — | — |
| 2024 | 2024-08-13 | — | — | — | — | — |
| 2023 | 2023-06-09 | — | — | — | — | — |
| 2022 | 2022-06-10 | — | — | — | — | — |
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 | 2026-09-30 | —a |
| 2025 | 2025-06-06 | —b |
| 2024 | 2024-08-13 | —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.
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Lily Yan HughesIndependent · Management Compensation and Leadership · Nomination and Governance · Partial-year service | $11,250 | $200,000 | — | — | $0 | $211,250 |
| Dick BoyceIndependent · Audit · Nomination and Governance · Not standing for re-election | 80,000 | 55,800 | — | — | 0 | 135,800 |
| Dan LevitanIndependent · Audit · Management Compensation and Leadership | 75,000 | 55,800 | — | — | 0 | 130,800 |
| Ravi ThanawalaIndependent · Audit | 90,000 | 55,800 | — | — | 0 | 125,800 |
| Joseph ZwillingerIndependent | 50,000 | 55,800 | — | — | 0 | 105,800 |
| Timothy BrownIndependent | 0 | 0 | — | — | 100,000 | 100,000 |
| Joe VernachioEmployee director · Departed during FY | — | — | — | — | — | 0 |
| Nadia CarlstenEmployee director · Partial-year service | — | — | — | — | — | 0 |
| Daniel KasunIndependent · Partial-year service · Newly elected | — | — | — | — | — | — |
| Elizabeth MoraIndependent · Compensation (Chair) · Nominating and Governance (Chair) · Partial-year service · Newly elected | — | — | — | — | — | — |
| Annual cash retainer | $50,000 |
|---|---|
| Annual equity retainer | $150,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 15,000 / 10,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $306,250 |
| Equity awards (grant-date value) | $423,200 |
| All other compensation | $100,000 |
| Total cost of the board | $829,450 |
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 | Smartbird | 2025 | Joe Vernachio | $500,000 | $454,993 | $0 | $0 | $968,993 |
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, Joe Vernachio | DEF 14A | 2026-08-11 | 0001193125-26-342889 | Section “Summary Compensation Table”. As printed: 968,993. Filing ↗machine: r2 · c26 · span 421262–421269 |
| 2 | Section 01, Ann Mitchell | DEF 14A | 2026-08-11 | 0001193125-26-342889 | Section “Summary Compensation Table”. As printed: 604,200. Filing ↗machine: r4 · c26 · span 425827–425834 |
| 3 | Section 03, Joe Vernachio RSU | DEF 14A | — | 0001193125-26-342889 | Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t136 · r3 · c3 · span 449070–449071 |
| 4 | Section 03, Joe Vernachio PSU | DEF 14A | 2026-08-11 | 0001193125-26-342889 | Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. Filing ↗machine: span 441306–441312 |
| 5 | Section 03, Joe Vernachio RSU | DEF 14A | 2026-08-11 | 0001193125-26-342889 | Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. Filing ↗machine: span 441223–441229 |
| 6 | Section 07, pay ratio | 10-K | 2026-03-31 | 0001628280-26-022192 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 7 | Section 08, Lily Yan Hughes | DEF 14A | 2026-08-11 | 0001193125-26-342889 | Section “Director Compensation”. As printed: 211,250. Filing ↗machine: span 242427–242434 |
| 8 | Section 08, Dick Boyce | DEF 14A | 2026-08-11 | 0001193125-26-342889 | Section “Director Compensation”. As printed: 135,800. Filing ↗machine: span 246474–246481 |
| 9 | Section 08, Dan Levitan | DEF 14A | 2026-08-11 | 0001193125-26-342889 | Section “Director Compensation”. As printed: 130,800. Filing ↗machine: span 243766–243773 |
| 10 | Section 08, Ravi Thanawala | DEF 14A | 2026-08-11 | 0001193125-26-342889 | Section “Director Compensation”. As printed: 125,800. Filing ↗machine: span 249303–249310 |
| 11 | Section 08, Joseph Zwillinger | DEF 14A | 2026-08-11 | 0001193125-26-342889 | Section “Director Compensation”. As printed: 105,800. Filing ↗machine: span 245136–245143 |
| 12 | Section 08, Timothy Brown | DEF 14A | 2026-08-11 | 0001193125-26-342889 | Section “Director Compensation”. As printed: 100,000. Filing ↗machine: span 247640–247647 |
| 13 | Section 08, Joe Vernachio | DEF 14A | 2026-08-11 | 0001193125-26-342889 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 14 | Section 08, Nadia Carlsten | DEF 14A | 2026-08-11 | 0001193125-26-342889 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 15 | Section 08, Daniel Kasun | DEF 14A | 2026-08-11 | 0001193125-26-342889 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 16 | Section 08, Elizabeth Mora | DEF 14A | 2026-08-11 | 0001193125-26-342889 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 17 | Section 02, Dick Boyce 2026-08-25 | Form 4 | 2026-08-27 | 0001437749-26-029103 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 18 | Section 02, Ann Mitchell 2026-09-02 | Form 4 | 2026-09-03 | 0001437749-26-029607 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 19 | Section 02, Nadia Carlsten 2026-09-02 | Form 4 | 2026-09-03 | 0001437749-26-029604 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 20 | Section 02, Dick Boyce 2026-09-18 | Form 4 | 2026-09-22 | 0001437749-26-030899 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 21 | Section 02, Dick Boyce 2026-09-18 | Form 4 | 2026-09-22 | 0001437749-26-030899 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 22 | Section 02, Ann Mitchell 2026-09-18 | Form 4 | 2026-09-21 | 0001437749-26-030838 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 23 | Section 02, Dick Boyce 2026-09-18 | Form 4 | 2026-09-22 | 0001437749-26-030899 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 24 | Section 02, Timothy Brown 2026-09-30 | Form 4 | 2026-10-02 | 0001437749-26-031875 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 25 | Section 02, Elizabeth Mora 2026-10-01 | Form 4 | 2026-10-05 | 0001437749-26-032077 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 26 | Section 02, Daniel Kasun 2026-10-01 | Form 4 | 2026-10-05 | 0001437749-26-032075 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 27 | Section 06, 2026 vote | Form 8-K | 2026-10-01 | 0001437749-26-031745 | Item 5.07 · say-on-pay result. As reported: —. Filing ↗ |
| 28 | Section 06, 2025 vote | Form 8-K | 2025-06-10 | 0001653909-25-000032 | Item 5.07 · say-on-pay result. As reported: —. Filing ↗ |
| 29 | Section 06, 2024 vote | Form 8-K | 2024-08-15 | 0001653909-24-000061 | Item 5.07 · say-on-pay result. As reported: —. Filing ↗ |
| 30 | 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) |
| 31 | 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).machine: formula: sums + PSU ratio |
| 32 | Section 09b board cost (computed) | Computed | — | — | Cash 306,250 + equity 423,200 + all other 100,000 = 829,450, summed across the director compensation table rows.machine: formula: Σ = 829,450 |
| 33 | Smartbird (subject), Section 10b CEO total | DEF 14A | 2026-08-11 | 0001193125-26-342889 | CEO total compensation as printed in Smartbird's own proxy. As printed: 968,993. Filing ↗machine: r2 · c26 · span 421262–421269 |
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