Kyle J. Young
About Kyle J. Young
Kyle J. Young, age 42, serves as Interim Chief Operating Officer of CISO Global, a role he has held since March 2023 following prior internal promotions from EVP, Operations and VP, Operations; he previously spent ~15 years at BeyondTrust, most recently as VP, Business and Sales Operations, and holds a bachelor’s degree in Speech Communications & Rhetoric from the University of Illinois Urbana-Champaign . The company’s proxy does not disclose TSR or specific revenue/EBITDA growth metrics tied to Mr. Young’s compensation; his annual bonus is discretionary rather than formulaic .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CISO Global | Interim Chief Operating Officer | Mar 2023 – Present | Senior operations leadership overseeing company execution |
| CISO Global | EVP, Operations | Jan 2022 – Mar 2023 | Led operations functions during expansion of services/software mix |
| CISO Global | VP, Operations | Feb 2021 – Jan 2022 | Built operations processes post-integration activities |
| BeyondTrust Software | VP, Business and Sales Operations (and prior roles) | Dec 2007 – Feb 2022 | Led business and sales operations at a U.S.-based cybersecurity vendor |
External Roles
- No outside public-company directorships or external governance roles disclosed in the proxy .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base salary (paid) | $274,392 | $295,255 |
| All other compensation | $12,168 | $825 |
| Total cash compensation (salary + all other) | $286,560 | $296,080 |
| Contracted base salary (per employment agreement) | $350,000 (evergreen agreement) | $350,000 (evergreen agreement) |
Notes:
- Young’s employment agreement (evergreen) set base salary at $350,000 effective March 31, 2023; actual cash paid differed from the contracted amount due to accrual/unpaid balances disclosed in the proxy .
Performance Compensation
Annual Bonus (Cash)
| Aspect | FY 2023 | FY 2024 |
|---|---|---|
| Target structure | Discretionary; 20%–100% of base salary (per employment agreement) | Discretionary; 20%–100% of base salary (per employment agreement) |
| Performance metrics disclosed | Not specified (discretionary) | Not specified (discretionary) |
| Actual bonus paid | $48,000 (as reported in Summary Comp Table) | $0 (as reported in Summary Comp Table) |
| Accrued bonus status (company disclosure) | Accrued $142,500 for 2023, not yet paid as of 12/31/2024 (later proxy); earlier proxy reported $47,500 accrued and paid in 2023—discrepancy between filings |
Equity Awards (Stock Options)
| Grant Date | Exercisable Options | Unexercisable Options | Exercise Price | Expiration | Vesting Terms | 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 | Same as original grant; vesting unchanged after repricing | Options repriced on Aug 22, 2022 to fair value; vesting unchanged |
Additional equity plan terms:
- Change-in-control: If awards are not continued/assumed, single-trigger vesting acceleration may occur; if continued/assumed, double-trigger acceleration on termination without cause or for good reason within 24 months post-CIC may apply, per the 2023 Equity Incentive Plan . Similar language disclosed in the March 2025 proxy .
- Clawback: Company may cancel/recoup awards and compensation under its Dodd-Frank 954-compliant clawback policy adopted in November 2023 .
Equity Ownership & Alignment
| Snapshot Date | Beneficial Ownership (Kyle J. Young) | % of Shares Outstanding | Composition |
|---|---|---|---|
| Mar 5, 2025 | 66,955 | <1% (based on 14,476,057 shares outstanding) | Consists of options exercisable within 60 days |
| Nov 7, 2025 | 66,955 | <1% (based on 44,046,343 shares outstanding) | Consists of options exercisable within 60 days |
Alignment and trading considerations:
- The company reported 1,308,660 stock options outstanding with a weighted average exercise price of $30.97 and a closing stock price of $0.9729 on Nov 7, 2025—indicating deep out-of-the-money positioning that reduces near-term exercise/selling pressure .
- Insider policy prohibits short-term trading, short sales, margining, and hedging transactions (e.g., collars), reducing misalignment risks; publicly traded options transactions are also prohibited .
- No explicit stock ownership guidelines, pledging policy beyond margining, or compliance status with ownership guidelines were disclosed in the proxy .
Employment Terms
| Term | Detail |
|---|---|
| Role and start date | Interim COO; employment agreement dated March 31, 2023 |
| Agreement structure | Evergreen; terminable by either party |
| Base salary | $350,000 per agreement |
| Bonus opportunity | 20%–100% of base salary; discretionary by Board |
| Accrued compensation status | Accrued 2023 bonus of $142,500 not paid as of 12/31/2024; $53,285 base salary accrued and unpaid as of 12/31/2024 (as disclosed in later 2025 proxy) |
| Benefits | Eligible for standard company benefit plans |
| Severance / change-in-control (individual) | Not disclosed for Mr. Young in the proxy |
| Equity change-in-control (plan-level) | Potential single-trigger acceleration if awards not continued/assumed; double-trigger if continued/assumed and terminated without cause/for good reason within 24 months post-CIC |
| Clawback | Executive officer clawback policy adopted Nov 2023; awards and compensation subject to recoupment |
| Hedging/pledging | Short sales, margining, hedging devices, and publicly traded options prohibited by policy |
| Non-compete / non-solicit | Not disclosed for Mr. Young in the proxy |
Investment Implications
- Pay-for-performance visibility: Young’s annual bonus is discretionary with no disclosed financial/operational metrics or weightings, limiting external assessment of pay-for-performance alignment; actual payouts were modest ($48k in 2023; none in 2024) despite a contracted bonus range of 20%–100% of base .
- Vesting and selling pressure: All disclosed equity is in options with high strike prices ($30.00–$75.00), which are deeply out-of-the-money vs. the $0.9729 share price on Nov 7, 2025; this lowers near-term insider selling pressure but also weakens incentive value unless repriced/new awards are granted .
- Retention risk signals: Accrued but unpaid compensation (2023 bonus, unpaid salary) could elevate retention risk if liquidity or payment timing remains an issue; note that the March 2025 proxy listed a lower accrued/payout figure for 2023 bonus, whereas the November 2025 proxy cited a higher accrued amount not paid—a discrepancy investors should monitor with management .
- Governance safeguards: The company’s clawback policy and prohibitions on hedging/margining are positive alignment features; CIC provisions are standard for a small-cap (double-trigger on assumed awards, with single-trigger if not assumed) .
- Ownership alignment: Beneficial ownership consists solely of 66,955 options exercisable within 60 days (less than 1% ownership), indicating limited direct “skin in the game”; if the 2023 Plan amendment drives new equity awards, dilution is modest on a fully diluted basis per proxy math, but investors should weigh the need for refreshed, realistically valued awards to restore incentive potency .