John Mahoney
About John Mahoney
John E. Mahoney is Auddia’s Chief Financial Officer, serving since November 2023, with 20+ years of finance and operational experience across public and private companies. He is 60 years old, a certified public accountant, and holds a BS in Public Accountancy from Long Island University . Auddia states its executive pay philosophy is pay-for-performance; however, specific TSR, revenue, or EBITDA growth metrics tied to compensation were not disclosed in the proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Quality Biomedical, Inc. | Chief Financial Officer | 2019–2023 | CFO of a private equity–backed, leading service provider in the Home Medical Equipment industry |
| CFO Leadership Services, LLC | Principal and CFO | 2014–2019 | Fractional CFO services; finance leadership across clients |
| TASQ Technology, Inc. (subsidiary of First Data, merged with Fiserv) | Vice President and CFO | 2005–2014 | Finance leadership at a leading credit card processing services company |
External Roles
No public company directorships or external board roles disclosed for Mr. Mahoney in the proxy .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) |
|---|---|---|---|
| 2023 | 26,952 | 50% of base salary | $0 |
| 2024 | 275,000 | 50% of base salary | $0 (no 2024 bonuses approved as of filing) |
| 2025 | 300,000 (effective 1/1/2025) | 50% of base salary | Not disclosed |
Notes:
- Employment agreement (12/18/2023) sets initial base salary at $275,000 and a target bonus of 50% .
- Compensation committee approved increase to $300,000 effective January 1, 2025 .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual incentive bonus (board-set business goals) | Not disclosed | 50% of base salary | 2024: No bonuses approved | 2024: $0 | Cash; annual program |
Additional policies affecting performance pay:
- Clawback policy effective December 1, 2023; audit committee determined no recovery obligation in prior three years because no performance-based pay tied to filed financials was identified .
Equity Ownership & Alignment
| Item | Amount | Details |
|---|---|---|
| Beneficial ownership (common shares) | 162 shares; <1% of outstanding | Based on 664,959 shares outstanding as of July 31, 2025 |
| Vested vs. unvested options | 939 options unvested (excluded from beneficial ownership) | Indicates limited currently exercisable options relative to total grants |
| Insider trading/hedging/pledging | Derivative transactions in company stock are prohibited for executives and directors (except publicly traded Series A warrants) | Company highlights risks of pledging/margin but does not explicitly state a ban on pledging; Rule 10b5-1 plans permitted |
| Ownership guidelines | Not disclosed | — |
Option Awards and Vesting Schedules
| Grant | Adjusted Options (#) | Strike Price ($) | Term/Expiration | Vesting Schedule |
|---|---|---|---|---|
| Inducement Option Grant 1 (12/12/2023) | 648 (post 1-for-17 split) | 106.25 (post-split) | 10-year term; expires 12/12/2033 | 25% on 11/27/2024; 25% on 11/27/2025; 25% on 11/27/2026; 25% on 11/27/2027 |
| Inducement Option Grant 2 (12/12/2023) | 453 (post 1-for-17 split) | 106.25 (post-split) | 10-year term; expires 12/12/2033 | 50% on 11/27/2025; 25% on 11/27/2026; 25% on 11/27/2027 |
Change-in-control treatment:
- Options become fully vested if Mr. Mahoney is terminated without cause or resigns for good reason within 12 months following a change in control (double trigger) .
Outstanding awards snapshot (as of 12/31/2024):
- Table shows 1,101 underlying options and footnotes detailing vesting schedules; the company notes 939 unvested options excluded from beneficial ownership, consistent with staged vesting .
Employment Terms
| Term | Provision |
|---|---|
| Employment agreement date | December 18, 2023 |
| Base salary | $275,000 initial; increased to $300,000 effective 1/1/2025 |
| Target bonus | 50% of base salary, based on board-set goals |
| Severance (without cause/good reason) | 9 months base salary; up to 9 months COBRA; any earned but unpaid prior-year bonus |
| Change-of-control | Double trigger—full vesting of options if terminated without cause or resigns for good reason within 12 months following a change in control |
| Non-compete/Non-solicit | Not disclosed |
| Clawback policy | Effective 12/1/2023; no recovery required for prior three years |
| 10b5-1 plans | Permitted under company policy |
Investment Implications
- Alignment and ownership: Mr. Mahoney’s direct common share ownership is de minimis (<1%); equity alignment is primarily via options with multi-year vesting, suggesting retention incentives but limited immediate “skin-in-the-game” through common shares . The company’s policy prohibits derivative transactions and permits Rule 10b5-1 plans, reducing hedging misalignment risk while enabling structured sales; no pledging disclosures were made .
- Selling pressure/timing: Key vesting dates are concentrated on November 27, 2025/2026/2027, including a 50% cliff on the second grant in 2025, which could create windows for option exercise/sales depending on market conditions and personal planning; double-trigger acceleration in a change-of-control could also unlock sales in an M&A scenario .
- Pay-for-performance and downside protection: Bonus program targets 50% of salary but paid $0 for 2024, indicating discipline on cash incentives relative to performance; severance terms (9 months salary + COBRA) provide moderate downside protection; clawback policy exists though recent periods lacked performance-based pay tied to filed financials .
- Retention and governance: Multi-year vesting schedules and change-of-control protections support retention; compensation committee oversight and plan limits are in place, with equity awards governed by the 2020 Plan and recent evergreen and grant limit frameworks; no executive stock ownership guideline disclosures were provided, which may limit formal alignment targets .
All information above is sourced from Auddia’s 2025 DEF 14A filing (August 5, 2025) as cited.