Kurt Kalbfleisch
Sphere 3DAbout Kurt Kalbfleisch
Kurt L. Kalbfleisch is Chief Executive Officer and Chief Financial Officer of Sphere 3D Corp. (ANY). He became Acting CEO on January 31, 2025 and was appointed CEO under a Third Amended and Restated Employment Agreement effective November 11, 2025; he has served as CFO since December 1, 2014. Age 59; BA in Business from Point Loma Nazarene University and MBA from the University of San Diego . In FY 2024, Sphere 3D reported $16.6M in revenues and a net loss of $9.47M; the company’s pay-versus-performance table shows a TSR value of $28 for 2024 (value of a $100 investment), $172 for 2023, and $9 for 2022 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Sphere 3D Corp. | Senior Vice President, CFO, Secretary | Since Dec 1, 2014 | Principal financial officer through transition to Bitcoin mining; later assumed Acting CEO (Jan 31, 2025) and CEO (Nov 11, 2025) |
| Overland Storage, Inc. | Chief Financial Officer; prior roles incl. VP Finance, Secretary | CFO Feb 2008–Jul 19, 2022; roles since Jul 2007 | Led finance at storage vendor; multiple senior roles pre-CFO |
| McDonnell Douglas Corp. | Manufacturing budget analyst | Not disclosed | Early-career cost/budget experience |
External Roles
| Organization | Role | Years |
|---|---|---|
| Paladin Group | Board member | Not disclosed |
Fixed Compensation
| Year | Role at ANY | Base salary ($) | Target bonus % of base | Actual bonus paid ($) | Notes |
|---|---|---|---|---|---|
| 2023 | CFO | 320,000 | Up to 75% | 180,000 (FY23 bonus approved Mar 2024) | Under 2022 agreement |
| 2024 | Acting CEO + CFO | 320,000 (New agreement Mar 27, 2024) | Up to 75% | 70,460 (discretionary, 2024) | 5% increase to 336,000 effective Jan 2025; FY24 annual bonus of 360,000 approved Jan 2025 |
| 2025 | CEO + CFO | 400,000 (Nov 11, 2025 agreement) | 110% of base (discretionary; criteria set by Mar 31 each year) | Not disclosed | Agreement provides full target bonus if criteria not communicated by Mar 31 (absent agreed extension) |
Performance Compensation
Equity awards (RSUs)
| Grant date | Instrument | Shares | Grant-date fair value ($) | Vesting schedule | Status/notes |
|---|---|---|---|---|---|
| Jan 2025 | RSUs | 625,000 | 540,938 | Vests quarterly from Mar 31, 2025 to Dec 31, 2026 | FY24 annual equity approved Jan 2025 |
| May 21, 2024 | RSUs | 105,000 | 124,425 | Vested on grant | Discretionary award |
| Mar 27, 2024 | RSUs | 125,000 | 170,000 | 25% on grant; remainder vests in equal quarterly installments from Jun 30, 2024 through Jan 31, 2026 | New employment agreement grant |
| Feb 28, 2023 | RSUs | 121,428 | 351,728 | 20% on May 22, 2023; 80% on Dec 1, 2023 | Prior-year grant |
Stock options
| Status at 12/31/2024 | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Vesting schedule |
|---|---|---|---|---|---|
| Options outstanding | 24,107 | 8,035 | 4.75 | Jun 27, 2028 | Unexercisable portion vests on Jun 20, 2025 |
Notes on plan design and policy:
- No formal bonus plan for FY 2024; bonuses were discretionary .
- 2025 employment agreement: Board sets performance criteria by March 31; in absence of communication (subject to agreed extensions), full target bonus is assumed at year-end .
Equity Ownership & Alignment
| Ownership detail | Shares / % | Notes |
|---|---|---|
| Common shares owned directly | 149,741 | As of Apr 7, 2025 |
| Indirect (children) | 4,284 | As of Apr 7, 2025 |
| Vested RSUs | 89,844 | As of Apr 7, 2025 |
| Vested options | 24,107 | As of Apr 7, 2025 |
| Total beneficial ownership | 267,976 | As of Apr 7, 2025 |
| Ownership % of outstanding | 1.0% | 26,178,282 shares outstanding as of record date |
| Unvested RSUs (12/31/24) | 70,200 | Market value $66,283 at $0.9442 close on 12/31/24 |
| Options unexercisable (12/31/24) | 8,035 | Strike $4.75; exp. 6/27/2028 |
| Pledging / hedging | Not disclosed; company maintains insider trading policy with preclearance and restrictions | |
| Stock ownership guidelines | Not disclosed in proxy |
Employment Terms
| Agreement date | Role | Term | Base salary | Target bonus | Severance (without cause / good reason) | Benefits continuation | Equity on termination | Pro rata bonus | Other key terms |
|---|---|---|---|---|---|---|---|---|---|
| Mar 27, 2024 (New Kalbfleisch Employment Agreement) | CFO | Auto-renewing 1-year terms | $320,000 | Up to 75% | 18 months base; plus 50% of target bonus for 18 months | 8 months Benefits; or reimburse up to $25,000 if no plan | Immediate vesting of unvested options/stock awards | Not specified | Assist 3-month transition if terminated in connection with Change of Control; discretionary RSUs tied to performance/financial thresholds |
| Nov 11, 2025 (Third Amended & Restated Employment Agreement) | CEO (continuing as CFO) | At-will | $400,000 | 110% (discretionary; criteria set by Mar 31) | 18 months base; plus 75% of target bonus for 18 months | 18 months; or reimbursement up to average $5,000/month for 18 months | Immediate vesting of all outstanding unvested equity | Pro rata share of target bonus at termination date; plus any declared unpaid prior-year bonus | Assumes full target bonus if criteria not communicated by Mar 31 (subject to agreed extensions); 20 days PTO; family health insurance fully paid |
Definitions of Cause/Good Reason are specified; agreement is at-will .
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($000s) | 21,906 | 16,608 |
| Net loss ($000s) | (23,330) | (9,470) |
| TSR: value of $100 investment (Pay vs Performance) | $172 | $28 |
Key operational developments and risk context:
- Energized new 8 MW hosting site in Iowa on March 10, 2025; terminated Rebel Mining hosting and agreed to $2.4M settlement receivable; settled Gryphon litigation with no payment required .
- Going concern warning: management projects cash on hand may be insufficient within 12 months absent additional financing; dependence on raising capital and executing cost and fleet refresh initiatives .
- Nasdaq minimum bid price deficiency letter received March 6, 2025; company considering reverse split authority to regain compliance .
- Business model: Bitcoin mining operations in Missouri, Texas, and Iowa; 14,000 miners owned (approx. 6,300 in service) with 0.76 EH/s capacity as of Dec 31, 2024; strategy includes site vertical integration and fleet refresh .
Governance, Policies, and Compensation Committee
- Compensation Committee (all independent directors) oversees executive pay; used NFP Compensation Consultants in 2023, maintained that strategy in 2024 without a consultant .
- Executive Compensation Clawback Policy adopted to comply with SEC/Nasdaq (recoup incentive comp upon required restatements) .
- Insider trading policy in place with preclearance and trading restrictions for insiders .
Investment Implications
- Pay-for-performance alignment: 2025 CEO agreement raises target bonus to 110% of base and presumes full target payout if performance criteria aren’t communicated by March 31, reducing ex-ante linkage to defined metrics unless the Board timely sets them . Severance terms include 18 months salary plus 75% of target bonus and immediate equity vesting upon termination without cause/good reason, increasing potential termination cost and accelerating equity overhang .
- Retention and role concentration: Dual CEO+CFO role centralizes leadership and decision-making; compensation provides market-based base pay and sizeable variable opportunity, with fully paid family health benefits and enhanced severance which can support retention amid operating and listing headwinds .
- Ownership alignment: Beneficial ownership of ~1.0% (incl. vested equity) provides skin in the game; additional RSU grants vest through 2026, aligning incentives with share price over time .
- Risk backdrop: Going concern uncertainty and Nasdaq bid-price deficiency elevate execution and financing risk, factors that may influence compensation design and equity usage (e.g., refresh grants, reverse split authority under consideration) .