Charles Beck
About Charles Beck
Charles Beck is Executive Vice President, Chief Financial Officer, and Treasurer of Digimarc; he was appointed CFO on November 5, 2013 after serving as Controller since May 2012. He is 47, a CPA, with an MBA in Finance and a BA in Accounting from the University of Portland, and completed Stanford GSB’s Executive Program for Growing Companies; prior experience includes senior management roles at KPMG (2002–2012) . Company performance under the current regime shows improving revenues and EBITDA alongside a recovering TSR trajectory.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD) | $30,197,000* | $34,851,000* | $38,418,000* |
| EBITDA ($USD) | $(53,280,000)* | $(38,946,000)* | $(33,470,000)* |
Values retrieved from S&P Global.
| TSR (Indexed to $100 at 12/31/2021) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Total Shareholder Return ($) | $46.8 | $91.5 | $94.9 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KPMG LLP | Senior Manager (Audit/Advisory) | 2002–2012 | Led management roles at a Big Four firm, strengthening finance controls and reporting rigor |
| Digimarc Corporation | Controller | 2012–2013 | Established internal controls and financial reporting systems before promotion to CFO |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships disclosed in the proxy |
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $375,000 | $355,000 | $375,000 |
| Target Annual Bonus ($) | $150,000 (plan target) | $150,000 (plan target) | $150,000 (plan target) |
| Actual Annual Bonus Paid ($) | $28,125 | $284,000 | $144,000 |
| Stock Awards Grant-Date Fair Value ($) | $477,075 | $433,274 | $436,675 |
Notes
- 2024 salaries were returned to 2022 levels after being reduced in 2023 to increase performance-based mix .
Performance Compensation
Annual Incentive Plan (AIP) – FY 2024
Company-wide metrics drove NEO payouts; Beck’s payout equaled 96% of target.
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Gross New ARR Growth | 65% | 15% | 22.5% | 30% | 23% | 71.0% |
| Q4 Adjusted Non-GAAP Net Income Improvement | 35% | 10% | 15% | 25% | (8)% | —% |
| Communication/Collaboration | 12.5% | 50% payout at threshold | 100% payout at target | N/A | 77.0 | 12.5% |
| Strategic Operating Objectives | 12.5% | 50% payout at threshold | 100% payout at target | N/A | 4.07 score | 12.5% |
| Total AIP Payout (as % of Target) | — | — | — | — | — | 96.0% |
| Beck’s AIP Target/Payout ($) | — | — | $150,000 | $300,000 | $144,000 paid | 96% |
Definitions
- Gross New ARR = additions to Ending ARR in-year; Ending ARR aggregates annualized subscription fees; excludes service/government revenue .
Long-Term Incentive (LTI) – PRSUs
All executives receive 50% of LTI in PRSUs (CEO 100%), cliff-vesting after 3 years based on subscription revenue growth and rTSR vs S&P US Small Cap Software & Services constituents; RSUs vest quarterly over 3 years .
| Cycle | Metric | Weight | Threshold | Target | Maximum | Actual | Vesting Outcome |
|---|---|---|---|---|---|---|---|
| 2022–2024 | 3-Year Subscription Revenue CAGR | 50% | 26% | 40% | 53% | 32.6% | Combined PRSU vesting at 90% of target |
| 2022–2024 | rTSR vs S&P US Small Cap Software & Services | 50% | 25th %ile | 50th %ile | 75th %ile | 51.7 %ile | Combined PRSU vesting at 90% of target |
Beck’s 2024 Equity Awards
- PRSU grant: 4,750 target shares; 9,500 at max; grant date 2/15/2024; fair value $249,019 .
- RSU grant: 4,752 shares; grant date 2/15/2024; fair value $187,656 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 61,775 shares; <1% of outstanding (21,548,263 shares) |
| Ownership as % of SO | ~0.29% (derived from 61,775 / 21,548,263) |
| Unvested RSUs (12/31/2024) | 3,564 shares; MV $133,472 |
| PRSUs Outstanding (12/31/2024) | 4,750 target shares; MV $177,888 (100% attainment basis) |
| PRSUs Attainment Estimates | 2024-cycle estimated at 149% attainment; 2023-cycle at 166% attainment (as of 12/31/2024) |
| Stock Ownership Guidelines | CFO required to hold 3x annual base pay; retain 50% of net vested until compliant |
| Compliance Status | CEO and four other NEOs exceeded enhanced guidelines as of 12/31/2024 (CRO on track) |
| Hedging/Pledging | Prohibited for officers/directors/employees (short sales, options, pledging, collars, etc.) |
| Clawback | Recoupment for restatements; misconduct including sexual harassment or detrimental actions causing material harm |
Employment Terms
| Term | Detail |
|---|---|
| Role Start | Named EVP, CFO & Treasurer on 11/5/2013; Controller since 5/2012 |
| Executive Retention Agreement (effective for terminations after 1/1/2025) | CFO: 12 months’ salary and up to 18 months’ health premiums for qualifying termination; if within 3 months before or 12 months after a change of control, also pro rata target bonus and equity vesting |
| Change-in-Control Mechanics (2018 Plan) | Time-based awards accelerate immediately prior to a change in control unless assumed; if assumed, acceleration occurs upon qualifying termination within 1 year (double-trigger). Committee has discretion on treatment; performance awards paid at target on change in control |
| Potential Payments (as of 12/31/2024) | See table below |
Potential Payments (as of 12/31/2024)
| Scenario | Restricted Stock Accel ($) | Performance Stock Accel ($) | Salary Cont. ($) | Bonus ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|---|---|
| After CiC Termination (Good Reason/No Cause) | $304,131 | $605,866 | $375,000 | $144,000 | $17,355 | $1,446,353 |
| Death/Disability | $304,131 | $605,866 | — | — | — | $909,998 |
| Termination Without Cause | $17,489 | — | — | — | — | $17,489 |
| CiC if Awards Not Assumed | $304,131 | $605,866 | — | — | — | $909,998 |
Compensation Program and Peer Benchmarking
- Compensation philosophy emphasizes pay-for-performance, with strong performance-based equity and robust ownership/retention requirements .
- External benchmarking via Farient Advisors; CEO vs peer group and Radford Global Tech Survey; NEOs primarily Radford survey .
- 2024 peer group (12 companies): Aware; CEVA; eGain; Identiv; Immersion; Intellicheck; Logility Supply Chain Solutions; Mitek Systems; NVE; PDF Solutions; Rekor Systems; ReposiTrak .
- 2024 say-on-pay approved with >92% votes in favor .
Expertise & Qualifications
- CPA; MBA in Finance; BA in Accounting; University of Portland Dean’s Award (2000); Stanford GSB Executive Program for Growing Companies .
- Senior management experience at KPMG; oversees facilities along with CFO duties .
Investment Implications
- High alignment and retention: Strict ownership guidelines (3x salary) with retention requirements, prohibition of hedging/pledging, and broad clawback reduce governance risk and signal long-term alignment .
- Equity-heavy pay mix: Material PRSU exposure tied to subscription revenue CAGR and rTSR creates leveraged outcomes; current estimates suggest above-target vesting for recent cycles, potentially increasing future supply but retention rules apply until guideline compliance .
- Change-in-control protections: Double-trigger equity acceleration if awards are assumed; defined severance economics mitigate departure risk but could influence negotiations in strategic scenarios .
- Operating trajectory: Revenues have grown while EBITDA losses narrowed, providing improving fundamentals to support PRSU outcomes and shareholder alignment, though continued execution on ARR growth and non-GAAP profitability remains critical to bonus and LTI vesting. Values retrieved from S&P Global.