George Karamanos
About George Karamanos
George Karamanos (age 45) is Executive Vice President, Chief Legal Officer, Compliance Officer, and Corporate Secretary at Digimarc; appointed April 8–9, 2024, and also oversees the information technology function . He holds an LLM (UCL), JD (NYU School of Law), and BA (University of Virginia) . Company pay-versus-performance disclosures show cumulative indexed TSR values of $94.9 (2024), $91.5 (2023), and $46.8 (2022) on a $100 base and GAAP net losses of $39.0M (2024), $46.0M (2023), and $59.8M (2022), providing context for alignment between performance and incentive design .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ZipHQ, Inc. | Chief Legal Officer | Not disclosed | Optimized the legal function for deal velocity and go‑to‑market acceleration |
| DataRobot, Inc. | Chief Legal Officer | Not disclosed | Legal leadership supporting enterprise software growth |
| AppDynamics (acquired by Cisco, Mar 2017) | General Counsel | Not disclosed | Helped grow ARR from ~$40M to nearly ~$800M over five years; supported hyper‑scale enterprise growth |
External Roles
- Not disclosed in the reviewed proxy and 8‑K filings .
Fixed Compensation
| Element | 2024 detail | Notes |
|---|---|---|
| Base salary rate | $375,000 | Annual rate per CD&A; service began April 2024 |
| Salary actually paid | $317,500 | Summary Compensation Table (prorated for partial year) |
| Target annual bonus | $150,000 | Non‑equity incentive plan target per Grants table |
| Actual bonus paid | $105,527 | Non‑equity incentive compensation (2024) |
| Sign‑on bonus | $112,500 (paid quarterly installments) | Footnote to Summary Compensation Table |
| Perquisites | None (company policy: no perquisites, no excise tax gross‑ups) | Applies enterprise‑wide |
Performance Compensation
Annual Incentive Plan (2024)
| Metric | Weight | Threshold payout | Target payout | Max payout | Actual result | Payout earned |
|---|---|---|---|---|---|---|
| Gross New ARR growth | 65% | 50% | 100% | 175% | $5.2M Gross New ARR (company) | 71.0% of the weighted component |
| Q4 Adjusted Non‑GAAP Net Income improvement | 35% | 50% | 100% | 175% | −8% YoY (company) | 0% for this component |
| Communication & Collaboration (employee survey) | 12.5% | 50% | 100% | N/A | 77.0 score (company) | 12.5% |
| Strategic Operating Objectives (1–5 scale) | 12.5% | 50% | 100% | N/A | 4.07 score (company) | 12.5% |
| Total payout vs target (company plan) | — | — | — | — | — | 96.0% of target |
Notes:
- Karamanos’ individual target was $150,000; actual payout received was $105,527 for 2024 .
- All executives were tied to the same plan goals to reinforce collaboration and teamwork .
Long‑Term Incentive (2024 grants; RSUs/PRSUs)
| Instrument | Grant date | Shares/target | Vesting | Metric(s) | Payout range |
|---|---|---|---|---|---|
| RSU | 5/15/2024 | 20,687 shares | Quarterly over 3 years (time‑based) | Service condition | N/A (time‑based) |
| PRSU | 5/15/2024 | 6,894 target (13,788 max) | Cliff at 3 years (service + performance) | 50% Subscription Revenue CAGR (FY2026 vs FY2023); 50% rTSR vs S&P US Small Cap Software & Services | 0–200% based on goals |
Program design highlights:
- PRSUs earned based on absolute subscription revenue CAGR and market‑relative TSR; linearly interpolated between thresholds and targets .
- Company disclosed 2022–2024 PRSUs vested at 90% of target based on actual performance (32.6% subscription revenue CAGR; ~51.7th percentile rTSR) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 20,072 shares (less than 1%) |
| Unvested RSUs (12/31/2024) | 19,537 shares; $731,661 market value |
| Unearned PRSUs (at 100% target, 12/31/2024) | 6,894 shares; $258,180 market value; estimated to vest at 149% attainment as of 12/31/2024 |
| Shares acquired on vesting (2024) | 1,150 shares; $30,579 value realized |
| Ownership guidelines | NEOs: 2x base pay; include unvested RSUs and earned PRSUs subject to time vesting; 50% net‑share retention until compliant |
| Compliance status | As of 12/31/2024, the CEO and four other NEOs exceeded guidelines (company disclosure) |
| Hedging/pledging | Prohibited (short sales, options, margin purchases, pledging, hedging/monetization barred) |
| Equity mix | Enterprise‑wide emphasis on stock; RSUs/PRSUs 77% and options 23% of awards over last two years (employees and NEOs) |
Employment Terms
| Provision | Detail |
|---|---|
| Appointment | EVP, Chief Legal Officer, Compliance Officer & Corporate Secretary; effective April 8–9, 2024 |
| Executive Retention Agreements (effective for terminations after Jan 1, 2025) | If terminated without cause or for good reason: 12 months’ salary and up to 18 months’ health coverage; if within 3 months before or 12 months after a change of control, also pro‑rata target bonus and equity vesting |
| Change‑of‑control—equity treatment | Time‑based awards accelerate immediately prior to a change in control unless assumed/replaced; if assumed/replaced, double‑trigger acceleration upon qualifying termination within one year; committee retains discretion |
| Potential payments (illustrative, as of 12/31/2024 assumptions) | After change‑in‑control termination: RSU acceleration $731,661; PRSU acceleration $258,180; salary continuation $375,000; non‑equity incentive $105,527; benefits $17,355; total $1,487,723. If change‑in‑control and awards not assumed: RSU $731,661; PRSU $258,180; total $989,841 |
| Clawback | Recovery policy compliant with SEC/Nasdaq; extends to misconduct causing financial/reputational harm (including sexual harassment) and allows cancel/recovery of incentive comp |
Compensation Structure Notes
- Pay mix emphasizes performance: base salary competitive vs market median with higher proportion at risk via annual plan and long‑term PRSUs .
- Annual plan targets ARR growth and normalized cash‑flow proxy (Adjusted Non‑GAAP NI) plus collaboration and operating objectives, reinforcing enterprise execution .
- Independent oversight and benchmarking: Compensation & Talent Management Committee with Farient Advisors; peer group of 12 software/IT companies, with OMNIQ and Smith Micro removed in 2024 and American Software renamed Logility .
Say‑on‑Pay & Peer Benchmarking
- Say‑on‑pay approval: 92% support at the 2024 shareholder meeting .
- Peer group (2024): Aware, CEVA, eGain, Identiv, Immersion, Intellicheck, Logility Supply Chain Solutions, Mitek Systems, NVE, PDF Solutions, Rekor Systems, ReposiTrak .
Performance & Track Record
- Legal/go‑to‑market enabler: press announcement emphasizes acceleration of deal velocity and scaling go‑to‑market; prior GC role at AppDynamics coincided with ARR scaling ~$40M → ~$800M over five years .
- Corporate governance role: serves as Corporate Secretary; signature and contact coordinates board communications processes .
Investment Implications
- Alignment and retention: Significant unvested RSUs (19,537) and PRSUs (6,894 target; 0–200% payout) with quarterly/three‑year vesting and strict anti‑hedging/pledging plus 50% net‑share retention support alignment and reduce near‑term selling pressure; award structures create continued service and performance hooks .
- Change‑of‑control economics: Double‑trigger protection with equity acceleration and pro‑rata bonus suggests balanced retention without single‑trigger windfalls; illustrative total CIC termination value ~$1.49M at 12/31/2024 assumptions .
- Pay‑for‑performance: Annual plan paid 96% of target on company metrics (ARR growth met; cash‑flow proxy missed; strategic objectives achieved), while long‑term PRSUs hinge on subscription revenue CAGR and market‑relative TSR—supporting multi‑year value creation focus .
- Execution risk is tied to enterprise performance rather than discretionary pay: no perquisites or tax gross‑ups; robust clawback and ownership guidelines indicate governance discipline amid ongoing strategic transformation .
Sources: Digimarc 2025 DEF 14A (Executive Compensation, CD&A, Ownership, Equity Plans) ; 8‑K (Apr 4, 2024) appointment/press release ; 8‑K (Apr 22, 2024) board communication signed by Karamanos .