Simon Brewer
About Simon Brewer
Simon Brewer is ClearOne’s Chief Financial Officer and Corporate Secretary, appointed April 15, 2024; he is 46 years old and brings 25+ years of finance and operations experience across technology, manufacturing, e‑commerce, biotech, and non‑profit sectors. He holds a Master of Accounting and BA in Accounting (Cum Laude) from the University of Utah, is a CPA (Utah, Nevada), and a CGMA . Company pay‑versus‑performance disclosure provides context on ClearOne’s TSR and net income trajectory; no revenue or EBITDA metrics were disclosed in the proxy .
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Total Shareholder Return (index) | 57 | 67 | 90 | 96 |
| Net Income (Loss) ($000) | (7,694) | 20,556 | (560) | (8,983) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| International non‑profit (name undisclosed) | CFO & COO | 2021–2024 | Led operations and finance at a global organization dedicated to eradicating human trafficking |
| Predictive Technology Group Inc. | CFO | 2018–2021 | Led transition to a public company |
| Norbest LLC | CFO | 2016–2018 | Senior finance leadership in manufacturing |
| Wilson Electronics | Senior finance & IT | 2013–2016 | Drove revenue growth and operational efficiencies |
| Backcountry.com | Senior finance & IT | 2009–2013 | Achieved revenue growth and operational efficiencies |
| KPMG LLP | Audit & Advisory | 2005–2009 | Managed audits and advisory for high‑profile clients |
| Prospect Planet Dotcom | Programmer & Accountant | 1999 (start of career) | Early technical and accounting experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| International non‑profit (name undisclosed) | CFO & COO | 2021–2024 | Finance and operations leadership at mission‑driven global organization |
Fixed Compensation
| Year | Base Salary ($) | Cash Bonus ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2023 | — | — | — | — |
| 2024 | 193,846 | — | — | 234,406 |
Notes:
- Brewer was appointed CFO on April 15, 2024; no 2023 compensation is reported for him .
- The proxy does not disclose a target bonus percentage or actual cash bonus for Brewer in 2024 .
Performance Compensation
| Instrument / Metric | Weighting | Target | Actual | Payout / Grant Value | Vesting |
|---|---|---|---|---|---|
| Stock Options (100,000 shares; $0.49 strike; grant 11‑27‑2024; expires 11‑26‑2030) | N/A | N/A | N/A | $40,560 grant‑date fair value (2024) | 100% vest on first anniversary (11‑27‑2025) or upon change of control, whichever occurs first |
Additional details:
- No RSUs/PSUs, performance metrics, or non‑equity incentive plan payouts are disclosed for Brewer in 2024 .
- ClearOne’s option grants feature single‑trigger change‑in‑control acceleration (for certain grants), and the Board may elect broad acceleration at the time of a corporate transaction; the proxy defines “Change in Control” and notes that, at ~$0.5325 on April 25, 2025, none of the named executive officers would benefit from potential accelerated vesting of unvested options .
Equity Ownership & Alignment
| As of March 27–28, 2025 | Currently Owned (A) | Currently Owned Percent (B) | Shares Acquirable within 60 days (C) | Total (D) | Percent (E) |
|---|---|---|---|---|---|
| Simon Brewer | — | — % | — | — | — % |
| Outstanding Equity Awards (12‑31‑2024) | Exercisable | Unexercisable | Exercise Price ($) | Grant Date | Expiration |
|---|---|---|---|---|---|
| Stock Options | — | 100,000 | 0.490 | 11‑27‑2024 | 11‑26‑2030 |
Notes:
- Brewer reports no beneficially owned common shares and no options acquirable within 60 days as of March 28, 2025 .
- Options vest 100% on 11‑27‑2025 absent an earlier change in control .
- No pledging or hedging by Brewer is disclosed; the Insider Trading Policy imposes pre‑clearance for senior officers, with quarter‑end blackout periods from 15 days before quarter end until the first trading day after results are disseminated .
Employment Terms
- Employment status: At‑will; as of 12‑31‑2024, none of the named executive officers had employment or severance agreements with ClearOne .
- Change‑in‑control: For certain option grants to executive officers and directors, all unvested options vest immediately prior to the event/closing; the Board retains authority to accelerate vesting on outstanding options in a corporate transaction. “Change in Control” is defined in the proxy (ownership threshold >50% via tender/exchange offer or Board composition changes over ≤36 months) .
- Clawbacks and severance multiples: Not disclosed in the proxy for Brewer; no severance agreement in place .
- Insider trading controls: Quarterly blackout periods and pre‑approval requirements for senior officers under the Insider Trading Policy .
- Appointment: CFO and Corporate Secretary since April 2024; age 46 .
Investment Implications
- Alignment: Brewer has no disclosed direct share ownership as of March 2025, but holds 100,000 stock options that vest on 11‑27‑2025 (or earlier upon a change in control), creating leverage to ClearOne’s equity value rather than fixed‑value RSUs; no pledging or hedging is disclosed .
- Retention: At‑will employment with no severance agreement and single‑trigger option acceleration in certain scenarios increases sensitivity to corporate events and may modestly elevate retention risk absent longer‑term contracts; watch for option vesting and any Form 4 activity as the first‑anniversary date approaches .
- Pay‑for‑performance structure: 2024 compensation was primarily salary plus an option grant; no disclosed cash incentive metrics for Brewer suggests limited near‑term cash pay‑for‑performance levers; equity value alignment comes through options, not PSUs with explicit operational or TSR targets .
- Company performance context: TSR improved from 57 (2021) to 96 (2024), while net income swung to a loss in 2024, underscoring execution demands on finance leadership; compensation disclosures do not tie Brewer’s pay to specific revenue/EBITDA targets .
Monitoring priorities: upcoming option vesting (11‑27‑2025), any change‑in‑control developments that could accelerate vesting, and trading windows/blackouts around earnings for potential insider activity .