Brett Moyer
About Brett Moyer
Brett Moyer (age 67) is Datavault AI Inc.’s Chief Financial Officer and Chairman of the Board. He is a founding member of the company, served as President & CEO and director from August 2010 to December 2024, and has served as CFO and director since December 2024; he became Chairman while the CEO role moved to Nathaniel Bradley in December 2024 . Moyer holds a BA in Economics from Beloit College and an MBA (finance/accounting) from Thunderbird School of Global Management . Company profitability has been negative in recent years; net losses were $51.409M (2024), $18.721M (2023), and $16.515M (2022) .
Pay-versus-performance snapshot (net loss):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income (Loss) ($) | $(16,515,000) | $(18,721,000) | $(51,409,000) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Datavault AI Inc. | President & CEO; Director | 2010–Dec 2024 | Led company through product and capital markets cycles |
| Datavault AI Inc. | Chief Financial Officer; Director; Chairman | Dec 2024–present | Finance leadership; board chair oversight |
| Focus Enhancements, Inc. | President & CEO | 2002–2010 | Led proprietary video tech and UWB wireless chip business |
| Zenith Electronics Inc. | VP & GM, Commercial Products Division | 1986–1997 | Ran commercial products P&L in consumer electronics |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| DionyMed Brands Inc. | Director | 2017–2019 | Cannabis products platform |
| Alliant International University | Director | 2016–2018 | Private university governance |
| HotChalk, Inc. | Director | 2003–2015 | EdTech software company |
| NeoMagic Corporation | Director | 2007–2008 | Semiconductor/multimedia chips |
Fixed Compensation
Summary Compensation Table values for Moyer:
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $404,250 | $411,713 |
| Cash Bonus ($) | $777 | $45,000 |
| Total Cash ($) | $405,027 | $456,713 |
CFO employment terms (effective Dec 31, 2024): initial base salary $420,000/year; eligibility for annual bonus as made available to senior management; stay bonus of $400,000 payable in quarterly installments during 2025 .
| CFO Agreement Terms (12/31/2024) | Detail |
|---|---|
| Base Salary | $420,000 per year |
| Annual Bonus Opportunity | Eligible as made available by Board |
| 2025 Stay Bonus | $400,000, paid quarterly in 2025 |
Performance Compensation
| Element | FY 2023 | FY 2024 | Notes |
|---|---|---|---|
| Equity Awards (Grant-Date Fair Value, $) | $90,000 | $564,531 | Reported under ASC 718; amounts are grant-date fair values, not realized |
| Non-Equity Incentive Plan Comp ($) | — | — | No non-equity plan payouts reported |
| Performance Metrics/Weightings | Not disclosed | Not disclosed | Company states it does not use net income to determine compensation or incentive plan payouts |
Outstanding equity/vesting:
- As of 12/31/2024, the Outstanding Equity Awards table shows no outstanding options, warrants, or unvested stock awards for Moyer (all entries “—”) .
- Historical context: in 2023, Moyer received 75,000 restricted shares (WISA predecessor disclosure) . The WISA 2024 proxy also listed historical outstanding stock awards with share counts for Moyer, but DVLT’s 2025 proxy indicates none outstanding at 12/31/2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (shares) | 1,117,665 shares |
| Shares Outstanding (reference date) | 279,716,319 shares (as of Oct 14, 2025) |
| Ownership % of Outstanding | <1% per company table; approx. 0.4% based on cited shares outstanding and Moyer’s holdings |
| Vested vs Unvested Breakdown | Not disclosed for Moyer; company-wide RSUs outstanding total 1,150,012 (deferred by holders), not attributed to Moyer |
| Pledging/Hedging | Insider trading policy prohibits hedging transactions; no specific pledging disclosure found |
| Ownership Guidelines | Not disclosed |
Beneficial ownership table excerpt (as of Oct 14, 2025):
| Holder | Shares | % |
|---|---|---|
| Brett Moyer | 1,117,665 | <1% |
Supply/overhang note:
- The company notes 1,150,012 unvested RSUs outstanding (deferred), plus large volumes of potentially issuable shares under various notes/warrants (details summarized in the ownership section). This can influence future float/overhang but is not attributed to Moyer specifically .
Employment Terms
Moyer Agreement (CEO role, dated Aug 24, 2022; still referenced):
- At-will; base salary initially $404,250 (subject to adjustment) .
- If terminated without cause or resigns with good reason: 12 months of salary; employer health/dental/vision subsidy for 12 months; pro rata bonus for year of termination; acceleration of vesting of all unvested equity awards .
- Change in Control: all unvested equity immediately vest and become exercisable; exercise generally capped at 6 months post-termination and not past expiration; excise tax gross-up make-whole for any Section 4999 “golden parachute” tax .
CFO Agreement (Dec 31, 2024):
- Base salary $420,000; annual bonus eligibility; $400,000 stay bonus payable quarterly in 2025 .
| Provision | Treatment |
|---|---|
| Severance (no cause/good reason) | 12 months salary; 12 months benefits subsidy; pro rata bonus; equity acceleration |
| Change-in-Control (CIC) | Single-trigger equity acceleration upon CIC; exercise limitations as described |
| Tax Gross-Up | Make-whole for Section 4999 excise tax |
| Non-Compete/Non-Solicit | Not disclosed |
| Clawback | Not disclosed in excerpts; company prohibits hedging |
Board Governance
- Role and independence: Moyer is CFO, director, and Chairman. The Board has determined Moyer is not independent; current independent directors are identified. The company does not have a lead independent director—CEO is Principal Executive Officer (Bradley), and Moyer is Chairman .
- Committee composition/independence: Board determined Ms. Briskey, Mr. Peruvemba, and Ms. Wilson satisfy audit committee independence; Mr. Peruvemba, Dr. Gilbert, and Mr. Tobias satisfy compensation committee independence; Mr. Tobias and Dr. Gilbert satisfy nominating/governance committee independence .
- Board meetings: Four meetings in fiscal 2024; no incumbent director attended less than 75% of meetings/committee meetings .
| Governance Item | Detail |
|---|---|
| Chairman of the Board | Brett Moyer (non-independent) |
| Lead Independent Director | None |
| Committee Independence | Audit: Briskey, Peruvemba, Wilson; Compensation: Peruvemba, Gilbert, Tobias; Nominating/Gov: Tobias, Gilbert |
| Board Attendance (2024) | 4 meetings; all incumbents ≥75% attendance |
Dual-role implications:
- Combining Chairman (Moyer) with an executive officer role (CFO) without a lead independent director concentrates influence and may reduce independent oversight versus best-practice structures .
Director and Executive Background Highlights
- Education: BA Economics (Beloit); MBA Finance/Accounting (Thunderbird) .
- Career: CEO/President (2010–2024), CFO/Chairman (since Dec 2024); prior CEO of Focus Enhancements; senior roles at Zenith Electronics .
- Certifications/awards: Not disclosed.
Compensation Structure Analysis
- Cash vs equity mix: Equity award grant-date value increased materially in 2024 ($564,531 vs $90,000 in 2023), lifting total comp to $1,021,244 in 2024 despite negative net income, consistent with emphasis on equity incentives .
- Stay/retention incentives: 2025 $400,000 stay bonus payable quarterly is a strong retention signal for Moyer during a transition year .
- Performance linkage: Company states it does not use net income to determine comp levels or incentive plan payouts; no explicit annual performance metric weightings disclosed for Moyer .
- Change-in-control economics: Single-trigger equity acceleration and 4999 excise tax gross-up are shareholder-unfriendly features that elevate payout risk on transactions .
Say-on-Pay & Shareholder Feedback
- Not disclosed in the cited sections. No say-on-pay outcomes found in the 2025 proxy excerpts provided.
Risk Indicators & Red Flags
- Governance: Executive Chairman without lead independent director .
- Pay design: Single-trigger CIC equity acceleration; excise tax gross-up .
- Profitability: Deepening net losses through 2024 .
- Potential equity overhang: Significant unvested RSUs deferred at the company level and large potentially issuable shares under notes/warrants (not specific to Moyer) .
Director/Officer Compensation Context
Pay-versus-performance disclosure:
| Year | PEO (Moyer) SCT Total ($) | Compensation Actually Paid to PEO ($) | Company Net Income (Loss) ($) |
|---|---|---|---|
| 2022 | 777,000 | 114,703 | (16,515,000) |
| 2023 | 495,027 | 365,884 | (18,721,000) |
| 2024 | 1,021,244 | 892,126 | (51,409,000) |
Additional Observations (Filings/Credentials)
- As CFO, Moyer signs and certifies SEC periodic reports (e.g., 10-Q Section 302 certifications) .
- Board election and independence disclosures as of the 2025 proxy confirm roles and committee independence standards .
Investment Implications
- Alignment: Moyer’s ownership is <1% (approx. 0.4%), which offers limited direct alignment versus larger insider stakes; however, equity remains a meaningful component of pay, and a 2025 stay bonus ($400k) signals high near-term retention priority .
- Overhang and liquidity: Company-level deferred RSUs (1.15M) and significant potentially issuable shares under financings could add selling pressure as shares vest/convert (not specific to Moyer), a consideration for trading liquidity and price volatility .
- Pay risk: Single-trigger CIC acceleration and excise tax gross-up create scenarios of outsized payouts in transactions, reducing downside alignment in a sale and potentially influencing strategic optionality .
- Governance: Executive Chairman structure without a lead independent director elevates governance risk and may factor into stewardship screens and cost of capital perceptions .
- Performance backdrop: Persisting and widening losses through 2024 underscore execution risk; absence of disclosed quantitative bonus metrics limits transparency on pay-for-performance rigor .
References: