Derek L. Graham
About Derek L. Graham
ClearOne’s Chief Executive Officer since 2022 (permanent appointment effective January 24, 2023), Derek L. Graham, age 57, has been with ClearOne since 2003 and previously led R&D; he holds B.S.E.E. (highest honors) and M.S.E.E. degrees from Georgia Tech and is a named inventor on 13 patents, with prior engineering and management roles at Intel in audio conferencing and telephony technologies . During his tenure, pay-versus-performance disclosures show TSR progression and significant earnings volatility: TSR rose from 57 to 96 over 2021–2024 while net income swung from a $20.6M profit in 2022 to an $9.0M loss in 2024 .
| Performance Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Total Shareholder Return (TSR) | 57 | 67 | 90 | 96 |
| Net Income (Loss) ($000) | (7,694) | 20,556 | (560) | (8,983) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ClearOne | Lead Engineer, Conferencing Cameras | 2003–2004 | Product development in conferencing cameras |
| ClearOne | Engineering Operations Manager | 2004–2006 | Scaling engineering operations |
| ClearOne | Director of R&D | 2006–2007 | Led multi-program product development |
| ClearOne | Sr. Director of R&D | 2007–2009 | Expanded portfolio across audio/video conferencing, streaming, wireless mics, digital signage, cameras |
| ClearOne | VP of R&D | 2009–2011 | Funding, staffing, execution of parallel engineering programs |
| ClearOne | Sr. VP of R&D | 2011–2022 | Multiple product generations; 13 patents |
| ClearOne | Interim CEO | May 24, 2022–Jan 24, 2023 | Leadership through transition; prepared for permanent appointment |
| ClearOne | CEO | Jan 24, 2023–Present | Strategic execution, oversight of product roadmap |
External Roles
No external public-company directorships or committee roles were disclosed in ClearOne’s CEO biography within 2025 DEF 14A or 2024/2022 10-K executive officer sections .
Fixed Compensation
Multi-year summary compensation for Derek L. Graham:
| Component ($) | 2023 | 2024 |
|---|---|---|
| Salary | 244,147 | 238,621 |
| Option Awards (Grant-Date Fair Value) | 21,900 | 24,336 |
| Non-Equity Incentive Plan Compensation | — | — |
| All Other Compensation (incl. bonuses) | 100,000 | 20,096 |
| Total | 366,047 | 283,053 |
Notes:
- Footnote indicates bonuses reflect achievement of specific performance metrics approved by the Compensation Committee, but metrics/weighting are not specified .
- Appointment timeline: Interim CEO May 24, 2022; permanent CEO Jan 26, 2023 .
Performance Compensation
Equity awards and vesting mechanics (key for retention and change-of-control dynamics):
| Award Type | Grant Date | Shares | Exercise Price ($) | Vesting | Expiration | Purpose |
|---|---|---|---|---|---|---|
| Stock Option | Dec 14, 2020 | 10,000 (exercisable) | 2.500 | Fully vested; legacy award | Dec 14, 2026 | Legacy incentive |
| Stock Option | Jun 15, 2023 | 30,000 (15k exercisable, 15k unexercisable) | 1.010 | 1/3 on 1st anniversary; remaining vests equally over next 24 months | Jun 15, 2029 | Time-based performance alignment |
| Stock Option | Nov 27, 2024 | 60,000 (unexercisable at FYE 2024) | 0.490 | Vests on 1st anniversary or upon change-of-control, whichever occurs first | Nov 26, 2030 | Retention award amid strategic transaction review |
Additional disclosure:
- 2024 retention options explicitly designed to ensure continued service through potential strategic transactions (sale/merger/asset sale/tender offer/spin-off); exercise price $0.47; expiration Nov 26, 2030 .
- No option exercises in 2024 .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Shares currently owned | 5,260 |
| % of shares outstanding (current) | 0.02% |
| Shares acquirable within 60 days (options) | 27,500 |
| Total beneficial ownership (current + acquirable) | 32,760 shares |
| % of shares outstanding (total) | 0.12% |
Outstanding options at FYE 2024:
| Exercisable | Unexercisable | Exercise Price ($) | Grant Date | Expiration |
|---|---|---|---|---|
| 10,000 | — | 2.500 | 12-14-2020 | 12-14-2026 |
| 15,000 | 15,000 | 1.010 | 06-15-2023 | 06-15-2029 |
| — | 60,000 | 0.490 | 11-27-2024 | 11-26-2030 |
Trading policy:
- Insider Trading Policy enforces quarterly blackout periods and pre-approval for senior officers; no explicit pledging/hedging disclosure found in proxy excerpt .
Employment Terms
- Appointment: Interim CEO on May 24, 2022; permanent CEO effective January 24, 2023; no related-party arrangements disclosed .
- Change-of-control economics: 2024 retention options vest upon change-of-control or 1-year anniversary, whichever occurs first; accelerates equity value realization and can reduce near-term selling pressure risk by deferring vest to transaction close/anniversary .
- Insider trading controls: Blackout periods begin 15 days before quarter-end until the first business day after results dissemination; pre-approval required for senior officers .
- Severance multiples, non-compete/non-solicit for Graham: Not disclosed in Graham’s filings; company has used restrictive covenants in other executive separations (e.g., prior CEO), but no such agreement is cited for Graham .
Compensation Committee Analysis
- Compensation Committee members: Bruce Whaley (Chair), Larry R. Hendricks, Eric L. Robinson; oversees executive compensation and equity plans; uses comparable company data periodically to assess competitiveness, with philosophy to increase equity proportion with responsibility . Historical committee disclosures reflect similar composition and approach in prior years .
Say-on-Pay & Shareholder Feedback
- Historical advisory support: Approximately 93% approval in 2016; ~92% in 2017, viewed as supportive of compensation approach .
- 2025 advisory vote on frequency: Shareholders favored a say-on-pay vote every two years (votes: 1-year 2,210,643; 2-years 9,112,304; 3-years 8,223,390); company intends to include future say-on-pay votes per frequency outcome .
Risk Indicators & Red Flags
- Section 16 reporting: CEO had late Form 3 and Form 4 filings in July 2022; a governance-quality datapoint to monitor though subsequently compliant per later reporting periods .
- Retention equity amid strategic review: 2024 options structured to vest on change-of-control or 1-year anniversary, signaling deal-contingent retention and potential alignment with transaction outcomes .
- Performance volatility: Net income positive in 2022, losses in 2023–2024; pay-versus-performance disclosures contextualize CAP vs TSR and earnings .
Investment Implications
- Alignment: Graham’s equity exposure is modest in percentage terms but concentrated in recently granted, near-term vesting and change-of-control-accelerated options, creating strong incentives tied to strategic transaction execution and stock price appreciation .
- Selling pressure/vesting overhang: 27,500 options acquirable within 60 days and 60,000 change-of-control/anniversary vesting options indicate potential supply if in-the-money; blackout periods and pre-approval temper trading timing, but vesting cadence should be monitored around deal milestones .
- Pay-for-performance: Bonuses are disclosed as contingent on committee-approved metrics, but specific targets/weightings are not provided; equity is primary at-risk component, aligning incentives with TSR and transaction outcomes yet limiting transparency of operational KPIs .
- Governance: Stable Compensation Committee oversight and historical strong say-on-pay support reduce inflation risk; late Section 16 filings in 2022 are an isolated flag to track for process discipline .