Walid Khiari
About Walid Khiari
Walid Khiari is the Chief Financial Officer and Chief Operating Officer of Brand Engagement Network (BEN), appointed effective the day after the Q3 2024 10‑Q filing; he was 49 at appointment and is listed as age 50 in the 2025 proxy . His compensation package includes a $400,000 base salary, up to 100% annual performance bonus, and 600,000 incentive stock options vesting monthly over four years at a grant price set at fair market value on the appointment date; annual equity awards beginning in FY2026 are targeted at no less than the median for peer CFOs, as determined by the Compensation Committee with his input . Khiari holds an honors degree from the University of Paris Panthéon‑Sorbonne and an MBA from the Wharton School (UPenn) . He signed BEN’s 2024 10‑K and subsequent quarterly certifications as principal financial officer, underscoring direct accountability for financial reporting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Houlihan Lokey (TMT) | Managing Director | 2021–2023 | Led technology investment banking coverage including capital raises and M&A |
| Rothschild & Co. | Managing Director, Technology Investment Banking | 2017–2020 | Advised software companies on M&A and financing |
| Credit Suisse | Director, Technology Investment Banking | 2012–2017 | Executed equity/debt financings and strategic transactions; appears as signatory in a 2015 SEC correspondence as “Director, Investment Banking” |
| Merrill Lynch | Vice President, Technology Investment Banking | 2007–2012 | Advised tech clients across growth financing and M&A |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed in 2025 proxy executive officer biography |
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Base Salary | $400,000 annual base salary |
Performance Compensation
Annual Cash Incentive
| Metric | Weighting | Target/Opportunity | Actual/Payout | Notes |
|---|---|---|---|---|
| Annual performance bonus | — | Up to 100% of base salary | — | Specific metrics/weighting not disclosed in appointment 8‑K or 2025 proxy |
Equity Incentives
| Award Type | Grant Size | Grant/Effective Date | Exercise/Price | Vesting | Other Terms |
|---|---|---|---|---|---|
| Incentive Stock Options (ISOs) | 600,000 options | Effective as of the “Appointment Date” (day after Q3 2024 10‑Q filing) | Exercise price = FMV on Appointment Date | Equal monthly vesting over 4 years (service‑based) | Future annual equity awards from FY2026 at no less than median peer CFO grant value |
- Equity plan guardrails include: no option/SAR repricing without stockholder approval under the 2023 LTIP; performance goals for awards may include revenue, EPS, cash flow, TSR, stock price, etc.; Board/plan administrator discretion on vesting/acceleration consistent with plan terms .
Equity Ownership & Alignment
Beneficial Ownership Snapshot (on Appointment)
| Date/Event | Non‑Derivative Shares Beneficially Owned | Derivative Holdings Reported | Notes |
|---|---|---|---|
| Form 3 (Initial Statement), event date 11/18/2024, filed 11/21/2024 | 0 | None reported | Form 3 states “No securities are beneficially owned.” |
- Hedging/pledging: Company insider trading policy prohibits hedging, pledging, margining, and short‑selling; pre‑clearance required; policy applies to officers, directors, employees .
- Executive stock ownership guidelines: The proxy discloses stock ownership guidelines for non‑employee directors (3x cash retainer) but does not disclose executive officer ownership guidelines; directors must retain 50% of net shares until compliant .
- Equity plan change‑in‑control mechanics: 2021/2023 LTIPs permit the Board/administrator to assume, substitute, accelerate, or cancel awards for cash/consideration in a transaction, subject to plan limits and discretion .
Employment Terms
| Topic | Terms | Source |
|---|---|---|
| Appointment & role | Appointed CFO and COO; effectiveness the day after Q3 2024 10‑Q filing | |
| Letter agreement (initial terms) | $400,000 base; 600,000 ISOs (FMV strike) vest monthly over 4 years; annual bonus up to 100% salary; from FY2026, annual equity award ≥ median CFO peer group; parties to enter employment and indemnification agreements within 30 days | |
| Severance / CIC | Not specifically disclosed for Khiari in 8‑K or 2025 proxy; plan‑level LTIP change‑in‑control provisions allow assumption/substitution/acceleration/cashout at Board discretion; 2023 LTIP prohibits option/SAR repricing without shareholder approval | |
| Clawback (Compensation Recovery Policy) | Company will recover incentive compensation in event of accounting restatement, erroneous data, or significant misconduct causing financial/reputational harm | |
| Insider trading policy | Prohibits trading on MNPI, hedging/pledging, and short‑selling; pre‑clearance and blackout windows in place |
Track Record and Execution Context
- Role scope and accountability: Khiari serves as both CFO and COO and signed BEN’s 2024 10‑K and subsequent quarterly certifications under SOX 906, indicating direct responsibility for financial reporting integrity during his tenure .
- Tenure timing: Joined BEN in November 2024; executive officer roster in the 2025 proxy lists him as CFO/COO (age 50) with prior two decades of technology investment banking experience across Houlihan Lokey, Rothschild & Co., Credit Suisse, and Merrill Lynch .
Compensation Structure Analysis
- Equity‑heavy, performance‑linked posture: Initial package pairs a 100%‑of‑salary bonus opportunity with a sizable, long‑duration ISO grant vesting monthly over 48 months, aligning economics to service duration and potential value creation; annual equity grants from FY2026 tied to a peer CFO median benchmark add external market discipline .
- Risk controls: Prohibitions on hedging/pledging and a clawback framework reduce misalignment/agency risk, and the 2023 LTIP’s no‑repricing provision mitigates dilution/option reset risk without shareholder approval .
- Information gaps: Severance and change‑in‑control terms specific to Khiari were not disclosed in the appointment 8‑K or the 2025 proxy; only plan‑level CIC mechanics are described, leaving retention economics under various termination scenarios unclear pending the final employment agreement .
Performance Compensation Details
| Element | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual bonus | Not specified | — | Up to 100% of salary | — | — | N/A |
| ISO grant | Service‑based | — | 600,000 options @ FMV | — | — | Monthly over 4 years |
Note: The company’s LTIPs allow performance conditions across metrics such as revenue, EPS, cash flow, TSR, stock price, etc., but no specific FY2025 metric/weighting disclosure for Khiari’s bonus or equity was provided in the filings reviewed .
Investment Implications
- Alignment and upside: Large multi‑year ISO grant and ongoing annual equity awards (≥ peer CFO median from FY2026) align Khiari’s pay with long‑term equity value; hedging/pledging prohibitions and clawback enhance alignment quality .
- Vesting cadence and potential flow‑through: Monthly vesting creates a steady vesting cadence that can translate into ongoing exercisable inventory over time; monitor Form 4s for any emerging selling pressure as tranches vest and options move in‑the‑money .
- Retention economics opacity: Lack of disclosed, executive‑specific severance and CIC terms for Khiari creates uncertainty on retention risk in downside or transaction scenarios; only plan‑level CIC tools are described at Board discretion .
- Execution capacity: Dual CFO/COO role plus SOX certifications suggest deep operational and financial control; extensive prior tech banking background may aid capital markets/M&A strategy execution in BEN’s scaling and partnership initiatives .