Companies Brand Engagement Network Inc.
Brand Engagement Network (BNAI): executive pay, fiscal 2024
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CEO pay, last three years
- $275,817FY2023
- $1,420,250FY2024
CEO total pay was $1,420,250 in fiscal 2024, up from $275,817 in fiscal 2023.
FY2024: salary $420,000 · bonus $250,250 · stock awards $750,000 · option awards $0
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Executives and directors
Full detail
Every table from the filing. Open any section.
Summary compensation table
| 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 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.
Three-year trend — total compensation per named executive
| 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 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.
Incentive-plan design — the Compensation Discussion & Analysis
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 success and align executive incentives with the long-term interests of stockholders through a combination of base salary, annual cash incentive bonus, and equity compensation.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Compensation Advisory Partners |
| Clawback policy | true |
| Anti-hedging | false |
| Anti-pledging | false |
Equity grants and outstanding awards
No plan-based awards are on file for this fiscal year.
Outstanding equity awards at fiscal year-end 2024
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Bill Williams | Option | 7,502 | 8.11 | — |
| Michael Zacharski | Option | 337,625 | 3.7 | — |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Christopher GaertnerIndependent | $0 | $120,899 | — | — | — | $120,899 |
| Jon LeibowitzIndependent · Audit · Nominating and Corporate Governance (Chair) | 0 | 116,278 | — | — | — | 116,278 |
| Janine GrassoIndependent · Audit · Compensation (Chair) | 0 | 113,967 | — | — | — | 113,967 |
| Thomas Morgan JrIndependent · Compensation · Nominating/Governance | 0 | 107,036 | — | — | — | 107,036 |
| Bernard PuckettIndependent · Audit (Chair) · Compensation · Nominating and Corporate Governance | 0 | 97,794 | — | — | — | 97,794 |
| Richard IsaacsIndependent · Audit · Nominating/Governance · Special Litigation · Compensation | 0 | 92,269 | — | — | — | 92,269 |
Board fee structure and ownership guideline
| Annual cash retainer | $0 |
|---|---|
| Annual equity retainer | $155,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 15,000 / 10,000 |
| Stock ownership guideline | — |
Total cost of the board
| 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.
Peer group, and who names Brand Engagement Network as a peer
Companies that benchmark against BNAI
No companies currently name BNAI as a compensation peer in their most recent disclosure.
This is the complete answer, not a partial one — the list is never padded.
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.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Brand Engagement Network Inc. | 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.
Say-on-pay history and pay ratio
| 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.
Say-on-pay — history, company’s computation
| 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.
Insider trades since the proxy
No insider equity transactions reported since the proxy statement.
Sources (17 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Paul Chang. 10-K, filed 2025-03-31. Section “Executive Compensation”. As printed: 1,420,250. View filing ↗
- Section 01, Michael Zacharski. DEF 14A, filed 2025-11-06. Section “Executive Compensation Tables” · page 41. As printed: 731,995. View filing ↗
- Section 01, Bill Williams. 10-K, filed 2025-03-31. Section “Executive Compensation”. As printed: 608,334. View filing ↗
- Section 01, James Richard Howard. DEF 14A, filed 2025-11-06. Section “Executive Compensation Tables” · page 41. As printed: 500,250. View filing ↗
- Section 01, Tyler Luck. 10-K, filed 2025-03-31. Section “Executive Compensation”. As printed: 304,786. View filing ↗
- Section 08, Christopher Gaertner. 10-K, filed 2025-03-31. Section “Director Compensation”. As printed: 120,899. View filing ↗
- Section 08, Jon Leibowitz. 10-K, filed 2025-03-31. Section “Director Compensation”. As printed: 116,278. View filing ↗
- Section 08, Janine Grasso. 10-K, filed 2025-03-31. Section “Director Compensation”. As printed: 113,967. View filing ↗
- Section 08, Thomas Morgan Jr. 10-K, filed 2025-03-31. Section “Director Compensation”. As printed: 107,036. View filing ↗
- Section 08, Bernard Puckett. 10-K, filed 2025-03-31. Section “Director Compensation”. As printed: 97,794. View filing ↗
- Section 08, Richard Isaacs. 10-K, filed 2025-03-31. Section “Director Compensation”. As printed: 92,269. View filing ↗
- Section 06, 2025 vote. Form 8-K, filed 2025-11-28. Item 5.07 · say-on-pay result. As reported: —. View filing ↗
- Section 06, 2024 vote. Form 8-K, filed 2024-03-07. Item 5.07 · say-on-pay result. As reported: —. View filing ↗
- Section 06, 2023 vote. Form 8-K, filed 2023-12-07. Item 5.07 · say-on-pay result. As reported: —. View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 09b board cost (computed). Computed. Cash 0 + equity 648,243 + all other 0 = 648,243, summed across the director compensation table rows.
- Brand Engagement Network Inc. (subject), Section 10b CEO total. 10-K, filed 2025-03-31. CEO total compensation as printed in Brand Engagement Network Inc.'s own proxy. As printed: 1,420,250. View filing ↗