CEO Paul Chang was paid $1,420,250 in fiscal year 2024, ↑ up 414.9% from fiscal year 2023 (SEC filing 0001493152-25-020967 ↗): 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.
$1,420,250 ↑ Paul Chang total, FY2024 | — CEO pay percentile vs peers | — CEO-to-median pay ratio | — Say-on-pay support, latest vote |
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| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Paul Chang | $420,000 | $250,250 | $750,000 | $0 | $0 | $0 | $0 | $1,420,250 |
| Chief Executive Officer | ||||||||
| Michael Zacharski | 345,865 | 294,423 | 0 | 0 | 0 | 0 | 91,667 | 731,995 |
| former Chief Executive Officer | ||||||||
| Bill Williams | 458,334 | 150,000 | 0 | 0 | 0 | 0 | 0 | 608,334 |
| former Chief Financial Officer | ||||||||
| James Richard | 350,000 | 150,250 | 0 | 0 | — | — | 0 | 500,250 |
| Chief Information and Data Officer | ||||||||
| James Richard Howard | 350,000 | 150,250 | 0 | 0 | 0 | 0 | 0 | 500,250 |
| Chief Information and Data Officer | ||||||||
| Tyler Luck | 167,160 | 100,000 | 12,840 | 0 | 0 | 0 | 24,786 | 304,786 |
| Chief Product Officer and former principal 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.
| Named executive officer | FY2024 total | FY2023 total | FY2022 total | Δ FY2023→2024 |
|---|---|---|---|---|
| Paul Chang | $1,420,250 | $275,817 | — | ↑ +1,144,433 |
| Michael Zacharski | 731,995 | 3,308,572 | — | ↓ −2,576,577 |
| Bill Williams | 608,334 | 1,592,169 | — | ↓ −983,835 |
| James Richard | 500,250 | 43,750 | — | ↑ +456,500 |
| James Richard Howard | 500,250 | 43,750 | — | ↑ +456,500 |
| Tyler Luck | 304,786 | 117,774 | — | ↑ +187,012 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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This is the complete answer, not a partial one — the list is never padded.
One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2024 total |
|---|---|---|
| Bernard Puckett | Chair of the Board | $97,794 |
| Christopher Gaertner | Independent Director | $120,899 |
| Janine Grasso | Independent Director | $113,967 |
| Jon Leibowitz | Independent Director | $116,278 |
| Richard Isaacs | Independent Director | $92,269 |
| Thomas Morgan Jr | Independent Director | $107,036 |
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Michael Zacharski | RSU | 337,625 | — | $337,625 |
| Bill Williams | Option | 7,502 | 8.11 | — |
The Company designs its compensation and benefits program to attract, retain, incentivize and reward deeply talented and qualified executives who share its philosophy and desire to work towards achieving its goals. The program is intended to promote company success and align executive incentives with the long-term interests of stockholders.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Compensation Advisory Partners |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2025 | 2025-11-26 | — | — | — | — | — |
| 2024 | 2024-03-05 | — | — | — | — | — |
| 2023 | 2023-12-01 | — | — | — | — | — |
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 |
|---|---|---|
| 2025 | 2025-11-26 | —a |
| 2024 | 2024-03-05 | —b |
| 2023 | 2023-12-01 | —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 |
|---|---|---|---|---|---|---|
| Christopher GaertnerIndependent · Departed during FY | $0 | $120,899 | — | — | — | $120,899 |
| Jon LeibowitzIndependent · Audit · Nominating/Governance · Special Litigation (Chair) · Compensation | 0 | 116,278 | — | — | — | 116,278 |
| Janine GrassoIndependent · Audit · Departed during FY | 0 | 113,967 | — | — | — | 113,967 |
| Thomas Morgan JrIndependent · Compensation · Nominating/Governance | 0 | 107,036 | — | — | — | 107,036 |
| Bernard PuckettIndependent · Board Chair · Audit | 0 | 97,794 | — | — | — | 97,794 |
| Richard IsaacsIndependent · Audit · Nominating/Governance · Special Litigation · Compensation | 0 | 92,269 | — | — | — | 92,269 |
| Paul ChangEmployee director · Not standing for re-election | — | — | — | — | — | 0 |
| Tyler LuckEmployee director | — | — | — | — | — | 0 |
| Ruy CarrascoIndependent · Compensation · Newly elected | — | — | — | — | — | — |
| Annual cash retainer | $45,000 |
|---|---|
| Annual equity retainer | $120,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 15,000 / 10,000 |
| Stock ownership guideline | $3 |
| Component | FY2024 |
|---|---|
| Cash retainers and fees | $0 |
| Equity awards (grant-date value) | $648,243 |
| All other compensation | $0 |
| Total cost of the board | $648,243 |
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 | Brand Engagement Network | 2024 | Paul Chang | $420,000 | $750,000 | $0 | $0 | $1,420,250 |
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, Paul Chang | DEF 14A | 2025-11-06 | 0001493152-25-020967 | Section “Executive Compensation Tables” · page 41. As printed: 1,420,250. Filing ↗machine: r1 · c25 · span 532715–532724 |
| 2 | Section 01, Michael Zacharski | DEF 14A | 2025-11-06 | 0001493152-25-020967 | Section “Executive Compensation Tables” · page 41. As printed: 731,995. Filing ↗machine: r3 · c25 · span 534868–534875 |
| 3 | Section 01, Bill Williams | DEF 14A | 2025-11-06 | 0001493152-25-020967 | Section “Executive Compensation Tables” · page 41. As printed: 608,334. Filing ↗machine: r5 · c24 · span 537022–537029 |
| 4 | Section 01, James Richard | DEF 14A | 2025-11-06 | 0001493152-25-020967 | Section “Executive Compensation Tables” · page 41. As printed: 500,250. Filing ↗ |
| 5 | Section 01, James Richard Howard | DEF 14A | 2025-11-06 | 0001493152-25-020967 | Section “Executive Compensation Tables” · page 41. As printed: 500,250. Filing ↗machine: r7 · c25 · span 539208–539215 |
| 6 | Section 01, Tyler Luck | DEF 14A | 2025-11-06 | 0001493152-25-020967 | Section “Executive Compensation Tables” · page 41. As printed: 304,786. Filing ↗machine: r9 · c25 · span 541340–541347 |
| 7 | Section 08, Christopher Gaertner | DEF 14A | 2025-11-06 | 0001493152-25-020967 | Section “Director Compensation”. As printed: 120,899. Filing ↗machine: span 385903–385910 |
| 8 | Section 08, Jon Leibowitz | DEF 14A | 2025-11-06 | 0001493152-25-020967 | Section “Director Compensation”. As printed: 116,278. Filing ↗machine: span 385342–385349 |
| 9 | Section 08, Janine Grasso | DEF 14A | 2025-11-06 | 0001493152-25-020967 | Section “Director Compensation”. As printed: 113,967. Filing ↗machine: span 384165–384172 |
| 10 | Section 08, Thomas Morgan Jr | DEF 14A | 2025-11-06 | 0001493152-25-020967 | Section “Director Compensation”. As printed: 107,036. Filing ↗machine: span 386471–386478 |
| 11 | Section 08, Bernard Puckett | DEF 14A | 2025-11-06 | 0001493152-25-020967 | Section “Director Compensation”. As printed: 97,794. Filing ↗machine: span 387025–387031 |
| 12 | Section 08, Richard Isaacs | DEF 14A | 2025-11-06 | 0001493152-25-020967 | Section “Director Compensation”. As printed: 92,269. Filing ↗machine: span 384781–384787 |
| 13 | Section 08, Paul Chang | DEF 14A | 2025-11-06 | 0001493152-25-020967 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 14 | Section 08, Tyler Luck | DEF 14A | 2025-11-06 | 0001493152-25-020967 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 15 | Section 08, Ruy Carrasco | DEF 14A | 2025-11-06 | 0001493152-25-020967 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 16 | Section 06, 2025 vote | Form 8-K | 2025-11-28 | 0001493152-25-025376 | Item 5.07 · say-on-pay result. As reported: —. Filing ↗ |
| 17 | Section 06, 2024 vote | Form 8-K | 2024-03-07 | 0001193125-24-061564 | Item 5.07 · say-on-pay result. As reported: —. Filing ↗ |
| 18 | Section 06, 2023 vote | Form 8-K | 2023-12-07 | 0001193125-23-290773 | Item 5.07 · say-on-pay result. As reported: —. Filing ↗ |
| 19 | 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) |
| 20 | Section 09b board cost (computed) | Computed | — | — | Cash 0 + equity 648,243 + all other 0 = 648,243, summed across the director compensation table rows.machine: formula: Σ = 648,243 |
| 21 | Brand Engagement Network (subject), Section 10b CEO total | DEF 14A | 2025-11-06 | 0001493152-25-020967 | CEO total compensation as printed in Brand Engagement Network's own proxy. As printed: 1,420,250. Filing ↗machine: r1 · c25 · span 532715–532724 |
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