David G. Jemmett

About David G. Jemmett

David G. Jemmett, age 58, is CISO Global’s Chief Executive Officer and Chairman, roles he has held since the company’s formation in March 2019. His background spans founding and leading healthcare and cybersecurity technology firms, including ClearDATA Networks (Founder/CEO, 2005–2013), NantCloud (CEO, 2014), and CTO of NantWorks; he founded GenResults in 2015, acquired by CISO in 2019. Jemmett is a recognized industry voice who has appeared on national media, testified before the U.S. Senate in 1998, and serves on the Forbes technology council . As CEO, he has a large equity stake, holding 4,629,001 shares as of November 7, 2025 (10.51% of outstanding), aligning incentives with shareholders . Company performance over his tenure shows FY 2024 revenue of $30.75M* vs FY 2023 $33.94M*, while EBITDA improved from -$23.89M* to -$12.17M*, indicating narrowing losses despite revenue pressure (values retrieved from S&P Global).

Past Roles

External Roles

Fixed Compensation

• Employment Agreement: Evergreen contract dated September 30, 2019; annual base salary approved at $375,000; discretionary annual bonus up to 100% of base salary; eligible for options under the 2023 Equity Incentive Plan (subject to board approval); eligible for standard benefits .
• Accrued Pay/Bonus: $187,500 bonus accrued as of Dec 31, 2023 and unpaid at that date; $34,142 of base salary accrued and unpaid as of Dec 31, 2024 .

Notes: No stock awards or options granted to Jemmett in 2023–2024 .

Performance Compensation

• Annual incentive is discretionary (up to 100% of base) with Board-determined performance and company objectives; no formulaic metrics disclosed and no payout in FY 2024 .
• Equity awards under the 2023 Plan are available but subject to Board approval; as of Dec 31, 2024, no options had been approved or granted to Jemmett .

Equity Ownership & Alignment

• Beneficial ownership (Nov 7, 2025): 4,629,001 shares (10.51% of 44,046,343 outstanding) .
• Ownership breakdown: (i) 4,429,000 shares via Jemmett Enterprises, LLC; (ii) 133,334 via Xander LLC (Jemmett and spouse); (iii) 66,667 via Dana Borgman Trust .
• Trading/pledging policies: Directors and officers are prohibited from short sales, margining, hedging (collars/straddles), and trading in publicly traded options; awards under the 2023 Plan generally may not be pledged or transferred (subject to limited exceptions) .
• Option overhang context: As of Nov 7, 2025, 1,308,660 options outstanding with weighted average exercise price $30.97 vs $0.9729 stock price—options broadly out-of-the-money (likely low near-term exercise/selling pressure) .

Employment Terms

• Start date: Employment Agreement executed September 30, 2019; evergreen and terminable by either party .
• Base salary and bonus: Base $375,000 approved; bonus discretionary up to 100% of base; unpaid accrued amounts noted above .
• Equity eligibility: Options under 2023 Plan subject to Board approval; vesting if granted would be 33% after one year and remaining 66% monthly over the next 12 months; none granted as of Dec 31, 2024 .
• Clawback: Executive clawback policy adopted November 2023 to comply with Dodd-Frank Section 954 and Nasdaq rules .
• Insider trading restrictions: Prohibits short-term trading, short sales, margining, hedging, and publicly traded options .

Board Governance

• Board service: CEO and Chairman since formation (March 2019); dual role affirmed—Board does not require separation and cites efficiency and CEO’s deep company knowledge as rationale .
• Independence: Four directors (Balatsos, Khorassani, Hancox, McCain) are independent; Jemmett is an employee director .
• Committee structure: Audit (Chair McCain), Compensation (Chair Khorassani), and Nominating/Governance (Chair Hancox) comprise independent directors; Jemmett does not serve on Board committees .
• Board meetings: Seven board meetings in FY 2024; all directors met ≥75% attendance across Board/committees .
• Executive sessions: Independent directors meet without management in regular executive sessions .

Company Performance Context

Values retrieved from S&P Global.

Compensation Structure Analysis

• Shift in mix: FY 2024 total compensation fell vs FY 2023 due to zero bonus paid; no equity awards granted to Jemmett in 2023–2024, leaving pay primarily fixed cash salary .
• Equity program: Company seeking to add 10,000,000 shares to the 2023 Plan reserve to maintain competitive equity compensation; potential dilution estimated at ~1.04% of fully diluted shares if approved .
• Clawback and controls: Formal clawback policy in place; equity award timing procedures designed to avoid granting around material nonpublic information disclosures .
• Option economics: With the stock at $0.9729 and weighted average option strike ~$30.97, existing options are deeply out-of-the-money, reducing risk of near-term exercises/selling .

Related Party Transactions and Red Flags

• No related party transactions involving Jemmett disclosed for FY 2024; beneficial ownership through entities is detailed but no transactions associated with him are reported .
• Hensley & Company (affiliated with director McCain) had a managed services agreement and a convertible note exchanged into Series A Preferred (converted to common in Nov 2025), highlighting board-affiliated counterparties but not implicating Jemmett directly .
• Trading and hedging prohibitions reduce alignment risks from pledging/hedging; clawback policy mitigates misconduct risk .

Capital Structure and Potential Trading Signals

• Convertible Preferred (B. Riley): Up to $15.0M Series B Preferred financing with potential conversion into up to 39,062,500 common shares at the $0.40 minimum conversion price, subject to shareholder approval and 9.99% beneficial ownership cap; could be dilutive and a stock overhang .
• Authorized shares increase: Proposal to increase authorized common shares to 1.3B to support financing, equity comp, and strategic transactions—provides flexibility but raises dilution concerns .
• Equity plan amendment: Additional share reserve intended to preserve equity incentives rather than cash comp; aligns management incentives but increases potential dilution .

Investment Implications

• Alignment: Jemmett’s significant common ownership (10.51% as of Nov 2025) aligns CEO incentives with shareholders; absence of pledging and hedging reduces misalignment risk .
• Pay-for-performance: Compensation is largely fixed cash with discretionary bonus; FY 2024 no bonus paid, and no equity awards granted—limited direct performance linkage in recent years .
• Retention risk: Evergreen employment agreement with discretionary bonus and potential options suggests flexibility; however, unpaid accrued compensation (salary and prior bonus) evidences cash constraints that could heighten retention and morale risk .
• Dilution overhang: Proposed equity plan expansion, authorized share increase, and B. Riley convertible preferred create potential dilution and overhang, which can pressure valuation and signal ongoing capital needs; watch shareholder votes and conversion activity as trading catalysts .
• Execution risk: Company revenue declined while EBITDA loss narrowed in FY 2024*, indicating cost progress but continued top-line headwinds; maintaining talent with equity incentives may be critical amidst tightening cash and potential dilution (values retrieved from S&P Global).

Values retrieved from S&P Global.