Kelly Georgevich
About Kelly Georgevich
Kelly Georgevich, 42, has been Chief Financial Officer of AudioEye (AEYE) since June 2021, bringing 15+ years of SaaS and technology finance experience, including prior CFO and VP Finance roles at sticky.io and earlier roles at Fuze and Australia Post; she began her career in audit at EY and is a CPA (Minnesota) with a B.A. in accounting from the University of Northern Iowa . During her tenure, AEYE delivered 2024 revenue growth of 12% to $35.2M and achieved Q4’24 adjusted EBITDA margin of 24% (“Rule of 40” in Q4), with 2025 guidance implying ~18% revenue growth and adjusted EBITDA of $9–$10M, underscoring operating leverage in the model . Say‑on‑pay support was ~99% in 2024, indicating strong shareholder backing of the compensation program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| sticky.io, Inc. | Chief Financial Officer | 2018–2021 | Led finance at an e‑commerce platform; company experienced strong growth while maintaining positive cash flows and profitability . |
| sticky.io, Inc. | Vice President of Finance | 2015–2018 | Built financial models for investors; managed multiple revenue streams with product and sales . |
| Fuzebox Software Corporation (Fuze) | Controller | Not disclosed | Supported the company through a successful acquisition . |
| Australia Post | Finance Manager | Not disclosed | Senior finance role at a national logistics enterprise . |
| Ernst & Young (EY) | Auditor | ~7 years | Early-career audit experience in Minneapolis and Melbourne; CPA (Minnesota) . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Girls in Tech | Secretary and Treasurer (Board) | 2015–2020 | Governance/financial stewardship at a global non‑profit supporting women in tech . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus ($) | Actual Bonus Paid ($) | Stock Awards ($, ASC 718) |
|---|---|---|---|---|
| 2024 | 350,000 | 85,000 (approved Aug 21, 2023) | 85,000 | 964,428 (RSUs + amended PSUs) |
| 2023 | 334,115 | 85,000 (approved Aug 21, 2023) | 62,753 | 85,817 (earned PSUs) |
| 2022 | 325,000 | 50,000 | 50,000 | 168,098 |
Notes:
- 2024 stock awards include (i) 19,235 RSUs granted June 11, 2024; (ii) 10,000 RSUs granted Dec 18, 2024; and (iii) a 2024 amendment converting 4,506 PSUs (2021 grant) and 13,333 PSUs (2022 grant) to time‑based vesting .
Performance Compensation
Annual Cash Incentive (Short-Term)
| Year | Incentive Type | Metric(s) | Weighting | Target | Actual | Payout |
|---|---|---|---|---|---|---|
| 2024 | Annual bonus | Not disclosed | Not disclosed | $85,000 | Not disclosed | $85,000 |
| 2023 | Annual bonus | Not disclosed | Not disclosed | $85,000 (approved Aug 21, 2023) | Not disclosed | $62,753 |
- Company discloses use of incentive-based compensation and maintains a Nasdaq-compliant clawback policy for restatements (applies to executive officers) .
Long-Term Equity (RSUs/PSUs) – Grants and Vesting
| Grant Date | Type | Shares | Vesting / Performance Terms |
|---|---|---|---|
| Jun 11, 2024 | RSU | 19,235 | Vests in full on Jun 21, 2025, subject to continued employment . |
| Dec 18, 2024 | RSU | 10,000 | Vests 3 tranches on Jan 1, 2026/2027/2028, subject to continued employment . |
| Aug 3, 2022 | RSU | 20,000 | Remaining 6,666 RSUs vest Jun 21, 2025, subject to continued employment . |
| Aug 3, 2022 | PSU | 20,000 | Amended in 2024: 6,666 PSUs scheduled to vest Dec 31, 2025 (time-based after amendment) . |
| Jun 21, 2021 | PSU | 28,852 | Portions earned for 2023 performance (9,617 PSUs); remaining 4,506 PSUs amended in 2024 to time-based (dates not disclosed) . |
Equity Ownership & Alignment
| As-Of Date | Beneficially Owned Shares | % of Outstanding | Unvested RSUs (#) | Market Value of Unvested ($) |
|---|---|---|---|---|
| Mar 27, 2025 | 53,937 (direct ownership) | <1% | — | — |
| Dec 31, 2024 | — | — | 42,567 | 647,444 (at $15.21/share) |
- Beneficial ownership table counts securities exercisable/settling within 60 days; for Ms. Georgevich, the reported amount is comprised of shares owned, with no additional derivative securities included within the 60‑day window .
- Anti‑hedging policy prohibits hedging transactions by directors and officers; company policies also cover pledging and stock ownership guidelines, though specific executive ownership multiples are not disclosed in the proxy .
- No pledging by Ms. Georgevich was disclosed in the proxy’s beneficial ownership section .
Employment Terms
| Topic | Key Terms |
|---|---|
| Start date / Role | Appointed CFO June 21, 2021; later also PFO and PAO effective Aug 26, 2021 . |
| Base salary & bonus | $325,000 base and $50,000 annual bonus at hire; raised effective Aug 21, 2023 to $350,000 base and $85,000 bonus . |
| Term / At‑will | Employment is at‑will; no fixed term specified . |
| Severance (non‑COC) | If terminated without cause or resigns for good reason: base salary severance equals 12 months if before 1‑year anniversary; 6 months if on/after 1‑year anniversary; COBRA premiums paid for same duration, subject to conditions . |
| Change in Control (equity) | Under equity plans, time‑based awards generally accelerate with change in control plus qualifying termination within 12 months (or at change in control if awards not continued/assumed); PSU acceleration based on actual performance to date . |
| Clawback | Company maintains a Nasdaq‑compliant compensation recovery (clawback) policy covering incentive compensation . |
| Hedging/Pledging | Anti‑hedging policy in place; policies address pledging and ownership guidelines (details not specified for executives) . |
Performance & Track Record
- 2024 performance: Revenue grew 12% to $35.2M; gross profit rose 15% to $27.9M; adjusted EBITDA reached $6.7M (from $1.3M in 2023) .
- Q4’24: Revenue +24% YoY to $9.7M; adjusted EBITDA margin 24% (“Rule of 40” achieved) .
- 2025 outlook: Revenue $41–$42M (~18% growth mid‑point); adjusted EBITDA $9–$10M, implying continued operating leverage .
Compensation Structure Analysis
- Increased guaranteed cash: Base salary raised to $350,000 and target bonus to $85,000 effective Aug 21, 2023; 2024 actual bonus paid at target ($85,000) .
- Shift from PSUs to RSU/time‑based: In 2024, 4,506 PSUs (2021 grant) and 13,333 PSUs (2022 grant) were amended to time‑based vesting, reducing performance‑contingent equity and potentially lowering pay‑for‑performance sensitivity (a cautionary signal) .
- Strong shareholder support: ~99% Say‑on‑Pay approval in 2024 signals broad investor acceptance of program design .
Vesting Schedules and Potential Selling Pressure
- 2025 events: 19,235 RSUs vest Jun 21, 2025; 6,666 RSUs vest Jun 21, 2025; 6,666 PSUs (amended) scheduled to vest Dec 31, 2025—creating multiple 2025 liquidity points that can influence insider selling cadence subject to trading windows .
- Longer‑dated overhang: 10,000 RSUs vest across Jan 1, 2026/2027/2028, supporting ongoing retention .
Equity Ownership & Alignment Considerations
- Skin‑in‑the‑game: 53,937 shares beneficially owned (<1%); unvested RSUs of 42,567 as of YE 2024 align future payoffs with shareholder value creation .
- Governance guardrails: Anti‑hedging and clawback policies reduce misalignment and restatement risk; no pledging disclosures for Ms. Georgevich .
Investment Implications
- Pay-for-performance alignment is mixed: while annual cash was paid at target in 2024 and equity exposure is significant, the 2024 amendment converting portions of PSUs to time-based vesting weakens performance linkage (monitor future grant mix and metrics disclosure) .
- Retention risk appears contained near-term: sizable RSU/PSU vesting in 2025 and staggered vesting through 2028 incent continuity; severance outside a change‑in‑control is modest (6 months base after year 1) .
- Trading signals: Multiple 2025 vesting events (June and December) may create episodic selling pressure; watch Form 4 activity around those dates and standard open trading windows .
- Governance positives: Strong say‑on‑pay support, clawback, and anti‑hedging policies reduce headline risk; no pledging disclosed .