Debra L. Smith
About Debra L. Smith
Debra L. Smith, 55, has served as CISO Global’s Chief Financial Officer since June 18, 2021, and previously sat on the Board from May 2023 to January 8, 2025. Her background spans executive finance leadership at Arrivia (EVP Finance, 2020–2021) and BeyondTrust (Controller then Chief Accounting Officer, 2016–2020). She holds a B.S. in Accounting (Summa Cum Laude) from DeVry University and a Master’s degree in Counseling (Honors) from Argosy University . The latest proxy does not disclose pay-versus-performance metrics (TSR, revenue or EBITDA growth) for NEOs; however, company policy includes a Dodd-Frank and Nasdaq-compliant clawback regime adopted in November 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CISO Global, Inc. | CFO | Jun 2021–present | Executive finance leadership; board service May 2023–Jan 2025 |
| Arrivia Inc. | EVP Finance | Jan 2020–Feb 2021 | Led finance at travel/loyalty platform |
| BeyondTrust | Controller; Chief Accounting Officer | Oct 2016–Jan 2020 | Scaled accounting, controls at cybersecurity vendor |
External Roles
No public company directorships or committee roles are disclosed for Smith outside CISO .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $200,000 | $280,642 | $295,255 |
| Bonus ($) | $60,500 | $53,125 (accrued and paid in installments in 2023) | — (2024 proxy shows no bonus paid) |
| All Other Compensation ($) | $225 | $7,576 | $825 (technology stipend) |
| Total ($) | $1,152,925 | $341,343 | $296,080 |
- Employment agreement economics: Base salary increased from $200,000 to $350,000 effective Feb 1, 2021; guaranteed $60,000 quarterly bonus; additional year-end $60,000 at Board discretion . Accruals outstanding as of year-end: $114,375 bonus accrued but unpaid on Dec 31, 2023; $53,285 base salary accrued unpaid as of Dec 31, 2024 .
Performance Compensation
No disclosure of annual incentive performance metrics (e.g., revenue growth, EBITDA, TSR percentiles, ESG goals), weightings, or payout curves for Smith in the 2025 or 2025-March proxies. Equity incentive plan provides for time- and performance-based awards at the Committee’s discretion, but specific PSU/RSU grants, targets, and realized payouts for Smith are not disclosed .
Equity Ownership & Alignment
- Beneficial ownership: 66,955 shares issuable to Smith upon exercise of options exercisable within 60 days of Nov 7, 2025; <1% of outstanding common stock .
- Outstanding options (as of Dec 31, 2024):
- 33,332 exercisable at $30.00; expiring Feb 1, 2026; vesting: 30% at 1-year, remainder monthly over 24 months .
- 250 exercisable and 82 unexercisable at $75.00; expiring Dec 31, 2031; vesting: 25% at 1-year, remainder monthly over 36 months .
- 32,361 exercisable and 972 unexercisable at $45.30; expiring Jan 14, 2032; repriced Aug 22, 2022 to fair value; original vesting terms retained .
- Price context: Company stock closed at $0.9729 on Nov 7, 2025, implying all disclosed option strikes are far out-of-the-money ($30.00–$75.00) as of that date .
- Hedging/pledging: Insider policy prohibits short sales, margining, collars/other hedging devices, and trading in publicly traded options . No pledging of company shares by Smith is disclosed .
- Ownership guidelines: Not disclosed for executives in the latest proxies .
Employment Terms
- Agreement: Smith Employment Agreement dated Dec 31, 2020 (effective Feb 1, 2021) set base to $350,000 with guaranteed $60,000 quarterly bonus and discretionary $60,000 year-end bonus; eligible for benefits .
- Term: Evergreen; termination by either party .
- Severance multiples: Not disclosed in her agreement summary .
- Change-of-control equity treatment: Under the 2023 Equity Incentive Plan, awards may accelerate if not assumed/substituted at change-in-control (single-trigger for non-continued awards). If awards are continued/assumed, acceleration on termination without cause or for good reason within 24 months post-CIC (double-trigger) .
- Clawback: Executive officer clawback adopted Nov 2023 per Dodd-Frank/Nasdaq rules .
- Non-compete/non-solicit: Plan-level remedies allow cancellation and recoupment if participants violate restrictive covenants; employment agreement-specific non-compete terms not disclosed .
Compensation Structure Analysis
- Cash vs equity mix shift: 2022 included substantial option awards ($892,200 grant-date fair value) then no option awards disclosed in 2023–2024, moving compensation mix toward cash salary and fixed bonuses .
- Repricing of underwater options: Company repriced 2022 option grants (including Smith’s Jan 14, 2022 grant) on Aug 22, 2022 to fair value—often viewed as a governance red flag; vesting remained unchanged .
- Discretionary bonuses: Smith’s agreement provides a discretionary year-end bonus ($60,000); 2023 bonuses accrued and paid, while 2024 shows no bonus paid in the SCT .
- Equity plan share increase: Board seeks to add 10,000,000 shares to 2023 Plan to address low remaining share reserve (577,856 as of Nov 7, 2025), which could dilute but is intended to retain talent .
Ownership Detail
| Holder | Amount of Beneficial Ownership | % Ownership |
|---|---|---|
| Debra L. Smith | 66,955 (options exercisable within 60 days) | <1% |
Outstanding Equity Awards (Smith)
| Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration | Vesting Notes |
|---|---|---|---|---|---|
| Feb 1, 2021 | 33,332 | — | 30.00 | Feb 1, 2026 | 30% at 1-year; remainder monthly over 24 months |
| Dec 31, 2021 | 250 | 82 | 75.00 | Dec 31, 2031 | 25% at 1-year; remainder monthly over 36 months |
| Jan 14, 2022 | 32,361 | 972 | 45.30 | Jan 14, 2032 | Repriced Aug 22, 2022; vesting unchanged |
Policies Relevant to Trading Signals
- Insider trading policy prohibits short-term trading (<6 months), short sales, margining, collars/hedging devices, and publicly traded options—reducing capacity for hedging or leverage .
- Clawback policy (Nov 2023) mandates recovery of erroneously awarded compensation .
- Equity award timing controls implemented to prevent grants around MNPI releases; company states no NEO options were awarded in prohibited windows in fiscal 2024 .
Board Governance (context)
- Smith served as a director from May 2023 to Jan 8, 2025, then resigned with other legacy directors as part of investor-driven board refresh; independent committees structured per Nasdaq rules .
Risk Indicators & Red Flags
- Option repricing in 2022 for multiple grants, including Smith’s—investors often view repricing as shareholder-unfriendly unless strongly justified .
- Dilution risk from planned 10,000,000 share increase under 2023 Plan and separate Series B Preferred facility (up to 39,062,500 shares at $0.40 minimum conversion) could pressure stock; board acknowledges dilution .
- Executive bonus accruals unpaid at year-end (Smith: $114,375 accrued 12/31/2023 unpaid; $53,285 salary accrued unpaid 12/31/2024) may indicate cash constraints and retention risk .
Investment Implications
- Alignment: Smith’s equity exposure is primarily via stock options with strikes ($30.00–$75.00) well above the recent market price ($0.9729 as of Nov 7, 2025), limiting near-term monetization and reducing insider selling pressure from options; however, repricing history raises governance concerns .
- Retention risk: Guaranteed quarterly cash bonuses ($60,000) and evergreen term provide some retention stability, but unpaid accruals signal liquidity stress; an expanded equity pool aims to offset this by offering equity-based retention .
- Change-of-control economics: Plan-level protections provide single-trigger acceleration if awards aren’t assumed and double-trigger acceleration upon qualifying termination within 24 months post-CIC—sufficient to reduce executive flight risk during strategic transactions .
- Trading signals: Prohibitions on hedging/pledging and presence of clawbacks reduce adverse behaviors; watch for future option grant structures and any further repricing or cash-settled awards that may signal increased management risk aversion .