Ken Sickles
About Ken Sickles
Ken Sickles is Executive Vice President and Chief Product Officer at Digimarc (DMRC), appointed November 1, 2021; he was 53 in April 2024 and 54 in March 2025 . He leads product development for Digimarc’s product digitization platform; prior roles include CTO/CPO at ThinkTank and product leadership at 1WorldSync, Dow Jones, and Cognos . Company performance during his tenure shows strong alignment with growth: 2023 ARR grew 71% and Q4 adjusted non-GAAP net income improved 44% ; subscription revenue grew 25% in 2023 ; relative TSR improved 148% in 2023 vs. 2022 ; 2024 pay-versus-performance TSR value was 94.9 with GAAP net loss of $39.0M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ThinkTank (acquired by Accenture) | Chief Technology Officer / Chief Product Officer | 2017–2021 | Key contributor to exit via Accenture acquisition in May 2021; built and scaled multi-sided SaaS platform |
External Roles
No public company board roles or external directorships disclosed in DMRC proxy materials for Ken Sickles .
Fixed Compensation
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| Base Salary ($) | $54,167 | $325,000 | $310,000 |
| Target Bonus (% of Salary) | Not disclosed | 25% (Company-wide plan pre-2023) | 40% (non-CEO NEOs increased) |
| Actual Bonus Paid ($) | $25,000 | $24,375 | $248,000 (200% of target based on plan payout) |
Notes:
- In 2023 the STI plan for non-CEO NEOs was increased to 40% of salary; executives could earn 0–200% of target .
- DMRC paid out 200% of 2023 STI targets company-wide based on exceeding ARR and Q4 adjusted non-GAAP net income goals .
Performance Compensation
Annual Incentive Plan (STI) – Company metrics applicable to executives
| Category | Metric | Weight | Threshold | Target | Maximum | Actual | Payout Contribution |
|---|---|---|---|---|---|---|---|
| Financial | ARR Growth | 50% | 12% | 27% | 42% | 71% | 87.5% of target |
| Financial | Q4 Adjusted Non-GAAP Net Income Improvement | 50% | 2% | 11% | 21% | 44% | 87.5% of target |
| Strategic | Communication/Collaboration | 12.5% | 55.0 | 57.5 | 57.5 | 61.0 | 12.5% |
| Strategic | Strategic Operating Objectives | 12.5% | 2.75 | 3.75 | 3.75 | 4.32 | 12.5% |
| Result | Total STI payout as % of target | — | — | — | — | — | 200% |
2024 STI Program (context): Metrics shifted to Gross New ARR (65%) and Q4 adjusted non-GAAP net income (35%), plus two strategic metrics equally weighted; company payout was 96% of target .
Long-Term Incentive (LTI) – PRSUs (three-year performance)
| PRSU Cycle | Metric | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|---|
| 2022–2024 | Subscription Revenue CAGR | 50% | 26% | 40% | 53% | 32.6% | Combined 90% of target |
| 2022–2024 | rTSR vs S&P US Small Cap Software & Services | 50% | 25th percentile | 50th percentile | 75th percentile | 51.7th percentile | Combined 90% of target |
Grant structure and vesting:
- PRSUs cliff-vest after 3 years; earned 0–200% based on subscription revenue CAGR and relative TSR .
- RSUs vest quarterly over 3 years (for grants in 2022 and after) .
2023 Equity Grants to Ken Sickles
| Grant Type | Grant Date | Target Shares | Max Shares | Fair Value ($) |
|---|---|---|---|---|
| PRSUs | 2/15/2023 | 7,824 | 15,648 | $229,282 (grant-date fair value at 100% performance) |
| RSUs | 2/15/2023 | 7,824 | — | $175,023 (grant-date fair value) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 28,966 shares (<1%) |
| Shares outstanding (denominator) | 21,373,323 shares (Record Date 4/17/2024) |
| Ownership as % of shares outstanding | ~0.14% (28,966 / 21,373,323) |
| Stock ownership guidelines (2023) | NEOs: 3x annual base pay; strict retention: 100% of net vested if below 50% of requirement; 75% if between 50%–100% |
| Compliance status (2023) | “Chief Product Officer…on track to meet the guidelines” as of 12/31/2023 |
| Updated guidelines (2024–2025) | CEO 6x, CFO 3x, other NEOs 2x; retain 50% of net vested until in compliance |
| Hedging/pledging policy | Prohibited for officers and employees (no margin, shorts, derivatives, hedging; no pledging) |
Unvested equity detail as of 12/31/2023:
| Grant | Unvested RSUs (#) | Market Value ($) | Unearned PRSUs (# at 100% assumption) | Market Value ($) |
|---|---|---|---|---|
| 11/15/2021 | 5,080 | $183,490 | — | — |
| 2/15/2022 | 2,966 | $107,132 | 3,046 (PRSU measured separately in CEO table; Ken’s PRSU count shown in 2023 table) | $110,022 (2022 PRSUs market value line is for CEO/CFO; Ken’s PRSUs shown below) |
| 2/15/2023 | 5,869 | $211,988 | 7,824 | $282,603 |
Vesting activity (value realized in 2023):
| Metric | Value |
|---|---|
| Shares acquired on vesting | 6,867 |
| Value realized on vesting | $210,516 |
Employment Terms
- Role and start date: Executive Vice President, Chief Product Officer; named on November 1, 2021 .
- Change in control retention agreement (effective through 12/31/2024): Double trigger; if terminated without cause or for good reason within 12 months post-change of control, severance includes 12 months’ salary plus up to 18 months of health premiums .
- 2018 Incentive Plan treatment on change in control: Service-based awards vest if not assumed; if assumed, they vest upon qualifying termination within the protection period; performance awards have separate treatment per plan discretion .
- Executive retention agreements (effective for terminations after 1/1/2025): For executives other than CEO, 12 months’ salary and up to 18 months health premiums; if termination occurs within 3 months before or 12 months after a change of control, also pro rata target bonus and vesting of equity awards (standard double-trigger) .
- Clawback policy: Compliant with SEC/Nasdaq; Company may recoup incentive compensation for financial restatements; expanded to misconduct including sexual harassment and detrimental conduct causing material harm .
- Perquisites: None; no tax gross-ups; no hedging/pledging; restrictions on speculative transactions .
Investment Implications
- Pay-for-performance alignment is strong: STI metrics tie to leading indicators (ARR) and cash-flow proxy (adjusted non-GAAP net income), and LTI PRSUs are linked to multi-year subscription revenue CAGR and relative TSR; 2022–2024 PRSU cycle vested at 90%—showing performance sensitivity .
- Retention risk appears contained: substantial RSU/PRSU overhang with strict stock ownership/retention requirements and anti-hedging/pledging policy reduce near-term selling pressure; Ken was “on track” for ownership compliance as of 12/31/2023 .
- Change-in-control economics are moderate: 12 months’ salary and benefits (plus pro rata bonus and equity vesting under new 2025 agreements with standard double-trigger), limiting windfall risk while preserving retention .
- Governance signals are favorable: no perquisites, robust clawback policy, and high proportion of equity tied to performance indicate alignment with long-term shareholder value .