Michael Logozzo
About Michael Logozzo
Michael J. Logozzo, age 54, is Chief Executive Officer and Interim Chief Operating Officer of reAlpha Tech Corp. (Nasdaq: AIRE) since June 3, 2025; he previously served as COO & President (Feb 1, 2024–Jun 3, 2025) and as CFO from inception until Feb 1, 2024, with an interim CFO stint in 2024 . He holds a BS in Management Information Systems from Youngstown State University and an MBA in Business Administration from Franklin University . His current compensation includes a $300,000 base salary (effective Sep 25, 2025) and eligibility for a discretionary annual cash bonus up to 66.7% of base, tied to Compensation Committee-set performance targets; he is eligible for equity awards under the 2022 Plan with performance metrics at the Committee’s discretion . While TSR, revenue growth, and EBITDA growth figures for his tenure are not disclosed, his 2025 STIP awards are driven by quarterly targets in organic revenue, brokerage transactions, and acquisition quality, aligning incentives with growth and operating execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| reAlpha Tech Corp. (AIRE) | CEO; Interim COO | Jun 3, 2025–present | Leadership transition to accelerate growth; focus on scaling AI platform “Claire” and integrated brokerage/mortgage/title capabilities . |
| reAlpha Tech Corp. (AIRE) | COO & President | Feb 1, 2024–Jun 3, 2025 | Operations leadership; interim CFO during 2024 transitions . |
| reAlpha Tech Corp. (AIRE) | CFO (from inception), later interim CFO | Inception–Feb 1, 2024; interim CFO Jul–Aug/Oct 2024 | Finance leadership across listing and restructuring of finance team . |
| reAlpha Tech Corp. (former parent) | Executive (worked at former parent) | Feb 2021–Jan 2022 | Experience with corporate parent prior to current roles . |
| L Marks (Americas) | Managing Director, Americas | May 2019–Mar 2021 | Covered U.S., Canada, LATAM; innovation and corporate venturing experience . |
| BMW Financial Services | Various roles (IT, process/quality, strategy, special projects; GM Financial Services & Operations, Americas) | 2001–2019; GM May 2011–Apr 2019 | Responsible for finance operations, innovation, and best practices integration in Americas and HQ in Munich . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No current external directorships or committee roles disclosed for Logozzo . |
Fixed Compensation
| Period | Role (as applicable) | Base Salary ($) | Target Bonus % of Base | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|---|
| Apr 30, 2023 (FY) | Executive officer (CFO) | 140,000 | Not disclosed | Not disclosed | Summary compensation shows salary-only total for 2023 period . |
| Dec 31, 2023 (8-month transition) | Executive officer | 93,333 | Not disclosed | Not disclosed | Salary-only total; no bonus or equity reported . |
| Dec 31, 2024 (FY) | COO & President; interim CFO in 2024 | 250,000 | Up to 66.7% per 2/1/2024 amendment | Not disclosed (salary-only total of $250,000) | Eligible for 2022 Plan LTI awards; no option grants to execs in 2023–2024 . |
| Sep 25, 2025 (A&R effective) | CEO; Interim COO | 300,000 | Up to 66.7% | Not applicable (new agreement) | Base increased from $250,000; bonus payable ≤2.5 months after year-end . |
Performance Compensation
| Component | Metric | Weighting | Target Definition | Payout Formula | Vesting | Grant Timing |
|---|---|---|---|---|---|---|
| STIP Awards (Quarterly PSUs/RSUs) | Organic revenue (quarter) | Set by Compensation Committee; varies by role | Pre-set quarterly performance targets; can be adjusted quarterly | Earned per category = % goal achieved × Target Award; maximum up to 500% of Target Award | 50% at 12 months; 12.5% at 15, 18, 21, and 24 months from grant; continued service required; subject to Clawback Policy | Grant date 30 days post-quarter end . |
| STIP Awards (Quarterly PSUs/RSUs) | Brokerage transactions (quarter) | Set by Compensation Committee; varies by role | Pre-set quarterly performance targets; can be adjusted quarterly | Earned per category = % goal achieved × Target Award; maximum up to 500% of Target Award | Same as above | Same as above . |
| STIP Awards (Quarterly PSUs/RSUs) | Acquisition quality (fit with business model) | Set by Compensation Committee; varies by role | Committee qualitative assessment | Earned per category = % goal achieved × Target Award; maximum up to 500% of Target Award | Same as above | Same as above . |
| Annual Cash Incentive (Discretionary) | Committee-set performance objectives | Not disclosed | Committee defines annually | Up to 66.7% of base salary; paid ≤2.5 months post year-end; subject to Clawback Policy | Cash award; no vesting | Annual evaluation . |
- Policies: A Nasdaq-compliant Clawback Policy requires recovery of erroneously received incentive-based compensation upon certain accounting restatements; the Compensation Committee may exercise limited discretion within Nasdaq rules .
- Option awards: No stock options or SARs were granted to executive officers during 2023 and 2024 .
Equity Ownership & Alignment
| Item | Amount | Details |
|---|---|---|
| Beneficial ownership (common) | 2,199,938 shares | Represents 2.62% of common shares outstanding; includes shares held indirectly through spouse; excludes 424,274 RSUs not vesting on or before Oct 10, 2025 . |
| Ownership concentration (directors/executives) | 39.57% (group total) | Aggregate for seven current executives/directors; indicates insider alignment/influence . |
| Voting agreement (July 16, 2025) | 39.14% aggregate | Logozzo, Devanur, and Karkaria agreed to vote their shares in favor of Nasdaq 20% issuance proposal (Proposal 4) . |
| Options (exercisable/unexercisable) | None outstanding (2024 year-end) | Company reported no outstanding equity awards as of Dec 31, 2024; reduces near-term option exercise/overhang . |
| Pledging/Hedging | Not disclosed | No disclosure of pledging as collateral or hedging by Logozzo . |
| Ownership guidelines | Not disclosed | Stock ownership guidelines and compliance status not disclosed . |
Employment Terms
- Employment Agreement history: Original Apr 11, 2023; amended Feb 1, 2024 and Jun 3, 2025; amended and restated Sep 25, 2025 (A&R) .
- Base salary: Increased to $300,000; reviewed annually; cannot be decreased except for across-the-board executive reductions .
- Annual cash bonus: Discretionary up to 66.7% of base, based on Committee-set objectives; payable ≤2.5 months after year-end; subject to Clawback Policy .
- Equity: Eligible under the 2022 Equity Incentive Plan; award terms (vesting, performance metrics) set per grant by the Committee .
- At-will termination: Either party may terminate upon written notice; confidentiality, IP assignment, and restrictive covenants apply post-termination .
- Non-compete & non-solicit: 2-year post-termination non-compete and non-solicit; A&R narrowed scope (function/geography) compared to prior agreement .
- Benefits: Unlimited vacation; health insurance and other employee benefits commensurate with position .
- Severance: No explicit severance multiples disclosed for Logozzo; prior separation agreement details exist for another executive (Aldecoa) indicating cash severance structure but not applicable to Logozzo .
- Change-of-control: 2022 Plan allows assumption/substitution or cash-out of awards; Board has sole discretion for unvested awards; options not assumed/exercised/cashed may terminate upon change-in-control .
- Compensation Committee & governance: Compensation Committee administers 2022 Plan; committee members include Angelis, Cole, and Swaminathan; Board oversight of executive performance and compensation .
Investment Implications
- Alignment and incentives: A substantial insider ownership stake (2.62% for Logozzo; 39%+ for insiders) coupled with STIP awards tied to core operating metrics (organic revenue, brokerage transactions, acquisition quality) suggests incentive alignment with growth and operating execution .
- Vesting and selling pressure: 2025 STIP RSUs vest over 12–24 months with none of Logozzo’s 424,274 RSUs vesting before Oct 10, 2025, limiting near-term forced selling from vesting; absence of 2023–2024 option grants reduces option overhang and repricing risk .
- Retention risk: A two-year non-compete and non-solicit post-termination, combined with at-will terms, provides retention leverage for the company while allowing flexibility; lack of disclosed severance multiples creates uncertainty around termination economics and change-of-control treatment remains largely discretionary at the plan level .
- Governance influence: The July 16, 2025 voting agreement (39.14% aggregate) indicates insider ability to support financing and capital structure actions (e.g., warrant share issuance), potentially smoothing execution of strategic transactions; investors should monitor outcomes of Proposal approvals and any reverse split effects on float/dilution .
- Track record and execution: Prior roles across BMW Financial Services, L Marks, and internal finance/operations roles at reAlpha highlight operational and finance execution competencies; the June 2025 CEO transition centers on scaling the AI platform and integrated services—investors should track STIP metric outcomes per quarter for evidence of traction .
Key gaps: No disclosed TSR or specific revenue/EBITDA growth under Logozzo’s tenure; no Form 4 trading disclosures here; no explicit severance/change-of-control multiples for Logozzo—monitor future proxy and 8-K filings for updates .