Fiscal year 2025 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.
This is the complete answer, not a partial one — the list is never padded.
| 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.
No insider equity transactions reported since the proxy statement.
| 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 |
|---|---|---|---|---|
| Joe Vernachio | RSU | 42,637 | — | $174,812 |
| Joe Vernachio | RSU | 4,167 | — | 17,085 |
| Joe Vernachio | RSU | 13,643 | — | 55,936 |
| Ann Mitchell | Option | 25,000 | 25 | — |
| Ann Mitchell | RSU | 10,000 | — | 41,000 |
| Ann Mitchell | RSU | 14,334 | — | 127,788 |
| Ann Mitchell | RSU | 25,856 | — | 180,216 |
Our equity-based incentive awards granted to our named executive officers are designed to align the interests of our named executive officers with those of our stockholders. Vesting of equity awards is generally tied to each officer's continuous service with us and serves as an additional retention measure.
| CEO STI target (% of salary) | 80% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | True |
| Anti-hedging | True |
| Anti-pledging | True |
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| 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 | — |
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.
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 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 8 | Section 03b vehicle mix (computed) | 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 |
| 9 | 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 |