Lior Tal
About Lior Tal
Lior Tal is Cyngn’s Chief Executive Officer and Chairman, serving as CEO since October 2016 (COO from June–October 2016) and a director since 2016; he is 51 years old per the latest proxy. He holds an LLB in law and a BA in Business Management from Reichman University and is also stated to hold a law degree from Tel Aviv University. Prior roles include Facebook (Director of International Growth & Partnerships) and co-founder/VP Business Development at Snaptu (acquired by Facebook). The proxy filings reviewed do not disclose TSR, revenue growth, or EBITDA growth tied to his tenure.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cyngn | Chief Executive Officer | Oct 2016–present | Leads strategy and operations as CEO and serves as Chair of the Board. |
| Cyngn | Chief Operating Officer | Jun 2016–Oct 2016 | Operational leadership prior to CEO appointment. |
| Director of International Growth & Partnerships | Apr 2011–Jun 2016 | Led international growth and partnerships initiatives. | |
| Snaptu (acquired by Facebook) | Co‑founder; VP Business Development | Sep 2007–May 2011 | Helped grow user base from launch to tens of millions. |
| Barzam, Tal, Lerer | Partner (law & patent) | Mar 2004–Aug 2007 | Legal and IP practice leadership. |
| Actimize; DiskSites; Odigo | Leadership roles (all later acquired) | Not disclosed | Product/BD roles at firms later acquired by NICE, EMC, and Comverse, respectively. |
External Roles
No external public-company directorships or committee roles for Mr. Tal are disclosed in the proxy filings reviewed.
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Target Bonus ($) | Notes |
|---|---|---|---|---|
| 2022 (agreement terms) | 500,000 | 60% | 300,000 | Employment agreement effective Jan 1, 2022. |
| 2024 | 500,000 | 60% | 300,000 | 2024 actual bonus paid: $1,000,000. |
| 2025 (amended Mar 6, 2025; effective Jan 1, 2025) | 640,000 | n/a | Up to 640,000 (target amount) | Letter Agreement amended base and bonus target; added special bonuses (below). |
Multi‑year realized compensation (Summary Compensation Table)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 500,000 | 500,000 | 500,000 |
| Bonus ($) | 300,000 | 300,000 | 1,000,000 |
| Stock Awards ($) | — | — | — |
| Option Awards ($) | 1,152,831 | 228,456 | — |
| All Other Comp ($) | — | — | — |
| Total ($) | 1,952,831 | 1,028,456 | 1,500,000 |
Performance Compensation
Incentive design and outcomes disclosed
| Incentive | Year(s) | Metric(s) | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual performance bonus | 2023 | Not disclosed | 60% of base salary | $300,000 | Cash; annual. |
| Annual performance bonus | 2024 | Not disclosed | 60% of base salary | $1,000,000 | Cash; annual. |
| Annual performance bonus (amended) | 2025 | Not disclosed | Up to $640,000 | Not disclosed | Cash; annual. |
| 2025 Special Bonus (performance) | 2025 | Not disclosed | Up to $1,000,000 | Not disclosed | Payable Jan 2026. |
| 2025–2026 Special Bonus (time‑based) | 2025–2026 | Time-based | Up to $1,600,000 | Installments of $200,000 | Eight quarterly installments; first after Q1’25. |
- Equity awards are granted at Compensation Committee discretion; typical vesting “generally three years,” aligning with retention, but specific CEO performance metrics/weights are not disclosed. Executives are encouraged, but not required, to own stock.
Equity Ownership & Alignment
Beneficial ownership snapshot (CEO)
| As‑of Date | Common Stock Beneficially Owned | % of Outstanding | Composition |
|---|---|---|---|
| May 6, 2024 | 7,427,899 | 5.0% | 550,000 shares held directly; 6,877,899 options exercisable within 60 days. |
| Oct 14, 2025 | 578 | <1% | 34 shares held directly; 544 options exercisable within 60 days. |
Ownership policies and pledging/hedging
- Executives are encouraged, but not required, to own stock in the Company.
- Awards are generally non‑transferable prior to vesting (may not be sold, pledged, assigned or transferred before vest/settlement). The proxy does not disclose a separate anti‑hedging/anti‑pledging policy for common shares beyond plan transferability.
Outstanding equity awards (as of Dec 31, 2024)
| Award Type | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Stock options | 226 | — | 1,950 | 4/5/27; 3/22/28 |
| Stock options | 133 | — | 3,330 | 5/30/28 |
| Stock options | 73 | 35 | 43,200 | 7/25/31 |
| Stock options | 79 | 73 | 14,663 | 11/7/32 |
| Stock options | 17 | 45 | 3,758 | 11/6/33 |
| RSUs/Stock awards | — | — | — | — (none reported) |
Equity plan context (as of 12/31/2023)
| Plan Metric | Amount |
|---|---|
| Securities to be issued upon exercise of outstanding options/warrants/rights | 17,503,253 |
| Weighted‑average exercise price | $1.04 |
| Securities remaining available for future issuance under plans | 42,527 |
Employment Terms
- Employment agreement effective Jan 1, 2022; superseded prior offer letter. Base salary $500,000; target bonus 60% of base; equity eligibility and customary expense reimbursement.
- Amended via Letter Agreement on Mar 6, 2025 (effective Jan 1, 2025): base salary increased to $640,000; annual target bonus up to $640,000; added a 2025 performance special bonus up to $1,000,000 (payable Jan 2026) and a time‑based 2025–2026 special bonus up to $1,600,000 paid in eight $200,000 quarterly installments starting after Q1 2025; special bonuses are excluded from severance/CIC severance.
- Severance (non‑CIC): upon involuntary termination without Cause or resignation for Good Reason (outside the “Protection Period”), cash salary continuation for 12 months; pro‑rated target annual bonus for year of termination; 12 months COBRA; 25% acceleration of then‑outstanding time‑based equity awards. Conditions apply (e.g., release, confidentiality).
- Change of Control (double trigger within “Protection Period” of 12 months): lump sum 18 months base salary; lump sum 150% of target annual bonus; 18 months COBRA; full acceleration of time‑based equity.
Severance economics summary
| Scenario | Cash Severance | Bonus Severance | COBRA | Equity Acceleration |
|---|---|---|---|---|
| Termination without Cause / Good Reason (non‑CIC) | 12 months base (salary continuation) | Pro‑rated target bonus for year of termination | 12 months | 25% of unvested time‑based equity |
| CIC termination (within 12‑month Protection Period; double‑trigger) | 18 months base (lump sum) | 150% of target bonus (lump sum) | 18 months | Full acceleration of time‑based equity |
Board Governance and Director Service
- Role and independence: Tal is CEO and Chairman; he is the sole employee director and not independent. Board has three independent directors (Macleod, Cunningham, McDonnell) and a Lead Independent Director (McDonnell). All committees (Audit, Compensation, Nominating & Corporate Governance) are fully independent.
- Committee chairs: Macleod (Compensation, Chair), Cunningham (Audit, Chair), McDonnell (Nominating & Corporate Governance, Chair).
- Class and term: Tal is a Class I director; nominated to serve until 2028 if elected at the 2025 annual meeting.
- Attendance: The Board met eight times in 2024; each director attended over 75% of Board meetings; Audit Committee met four times with each member attending over 75%. In 2023, directors attended 100% of meetings.
Director compensation policy (independent directors)
| Element | Amount |
|---|---|
| Annual cash retainer | $35,000 |
| Chair fees (Audit / Comp / Nominating) | $20,000 / $15,000 / $15,000 (2025 proxy); $20,000 / $15,000 / $10,000 (2024 proxy) |
| Lead Independent Director fee | $15,000 |
| Equity: Initial RSU award | $270,000 in RSUs; vests monthly over 3 years |
| Equity: Annual RSU award | $180,000 in RSUs; vests after 1 year |
Governance note on dual role
- The Board retains flexibility on CEO/Chair separation; currently combined, with a Lead Independent Director structure and fully independent committees serving as mitigants to independence concerns.
Risk Indicators and Red Flags
- Cash special bonuses: The 2025 performance special bonus (up to $1,000,000) and time‑based 2025–2026 special bonus (up to $1,600,000) increase fixed/guaranteed pay elements through 2026 and are excluded from severance, potentially weakening pay‑for‑performance alignment if not matched by disclosed performance metrics.
- Ownership alignment: Reported beneficial ownership declined sharply from 5.0% as of May 6, 2024 to <1% as of Oct 14, 2025, with very limited direct share ownership (34 shares) at the latter date; options exercisable within 60 days were 544 at Oct 14, 2025 versus 6,877,899 at May 6, 2024.
- Management turnover: CFO resignation on June 6, 2025 noted in NEO disclosures.
Investment Implications
- Pay structure shift: 2025 amendments materially increase cash compensation (base and target bonus) and add sizable special bonuses, including a purely time‑based $1.6M program paid quarterly through 2026—supportive of retention but dilutive to performance leverage and a potential governance concern absent disclosed metrics.
- Severance/CIC economics: Off‑cycle protection includes 25% equity acceleration; CIC terms include 18 months salary + 150% target bonus and full time‑based equity acceleration—standard double‑trigger but generous for a micro‑cap, which may impact sale negotiations and dilution outcomes.
- Alignment and potential selling pressure: Beneficial ownership fell markedly between 2024 and 2025 snapshots; limited current direct holdings may reduce alignment. While option vesting specifics aren’t disclosed, investors should monitor Form 4 filings and 8‑Ks for any equity transactions or cash bonus payouts that could inform near‑term trading behavior.
- Governance mitigants: CEO/Chair dual role is offset by a Lead Independent Director and fully independent committees with defined oversight; Board and committee attendance has been strong.