Anil Chitkara
About Anil Chitkara
Anil R. Chitkara is Co‑Founder and Chief Growth Officer of Evolv Technologies (EVLV), age 57, serving as CGO since April 2022 after leading Corporate Development following the company’s 2013 founding; he holds a BS in Business Administration (Boston University) and an MBA (Tuck School of Business, Dartmouth) . Company performance context during his senior leadership tenure includes Q2 2025 revenue up 29% YoY with ARR up 27% YoY, and management guiding 2025 revenue growth of 27–30% with positive full‑year adjusted EBITDA expected, following resolution of a DOJ inquiry and a class‑action settlement in principle largely covered by D&O insurance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Evolv Technologies (Legacy Evolv) | Co‑Founder; Head of Corporate Development → Chief Growth Officer | Co‑founded 2013; Head of Corp Dev 2013–Jul 2021; CGO since Apr 2022 | Co‑founded the company; built market development and growth strategy |
| Oco, Inc. (acquired by Deloitte) | Senior Vice President, Market Development | 2007–2011 | Led market development at analytics software provider prior to Deloitte acquisition |
| Parametric Technology Corporation (PTC) | Vice President | 2001–2007 | Leadership roles across go‑to‑market for PLM/CAD/AR/IIoT portfolio |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) | Bonus Achievement (%) |
|---|---|---|---|---|
| 2022 | 325,000 | 50% | 154,375 | n/a (company pool funded at 95% overall; individual payout disclosed as dollar amount) |
| 2023 | 350,000 | — (not disclosed) | — (not disclosed) | — |
| 2024 | 365,000 | 55% | 80,300 | 40% |
Performance Compensation
Short‑Term Cash Incentive (2024 Plan Design and Results)
| Metric | Weight | Target | 2024 Result | Payout Achievement |
|---|---|---|---|---|
| Incremental ARR | 15% | $45M | $28M | 0% |
| Gross Margin | 20% | 64% | 59% | 15% |
| Cash (ending balance) | 15% | $80M | $52M | 0% |
| Customer NPS | 20% | 40 | 65 | 25% |
| Deployments | 20% | 3,000 | 1,606 | 0% |
| Employee NPS | 10% | 40 | 24 | 0% |
| Total | 100% | — | — | 40% (applied to NEOs incl. Chitkara) |
Long‑Term Incentives (LTI)
- 2024 annual equity mix: 50% RSUs, 50% stock options; RSUs vest over 3 years (annual tranches), options vest over 4 years (quarterly) .
- 2024 grant to Anil Chitkara (Vesting Commencement Date 3/1/2024): Target Option Value $500,000; Target RSU Value $500,000; vesting per schedules above .
| Award Type | Grant / Vesting Reference | Grant/Target Value | Vesting Terms |
|---|---|---|---|
| Stock Options | 3/1/2024 target | $500,000 | 4‑year vest, 1/16 quarterly, subject to service |
| RSUs | 3/1/2024 target | $500,000 | 3‑year vest, 1/3 annually, subject to service |
Equity Ownership & Alignment
- Beneficial ownership: 3,360,756 shares, representing 2.0% of outstanding Class A common stock as of April 21, 2025 .
- Anti‑hedging/pledging: Company policy prohibits hedging and pledging of company securities by officers, directors, employees, and controlled entities .
- Insider trading arrangement: Adopted Rule 10b5‑1 plan on June 12, 2025 to sell 360,000 shares underlying stock options; plan expires at the earlier of March 31, 2026 or completion of plan sales .
Outstanding Equity Awards (Anil Chitkara) – As of 12/31/2024
| Instrument | Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiry | Unvested RSUs (#) | RSU Value ($) |
|---|---|---|---|---|---|---|---|
| Stock Option | 9/15/2017 | 1,059,078 | — | 0.24 | 9/14/2027 | — | — |
| Stock Option | 8/17/2020 | 14,169 | — | 0.42 | 8/16/2030 | — | — |
| Stock Option | 1/11/2021 | 647,439 | 13,776 | 0.42 | 1/10/2031 | — | — |
| RSU | 3/1/2022 | — | — | — | — | 47,765 | 188,672 |
| Stock Option | 3/1/2022 | 148,167 | 67,350 | 3.49 | 2/29/2032 | — | — |
| RSU | 3/3/2023 | — | — | — | — | 106,843 | 422,030 |
| Stock Option | 3/3/2023 | 93,084 | 119,681 | 3.12 | 3/2/2033 | — | — |
| RSU | 3/4/2024 | — | — | — | — | 137,741 | 544,077 |
| Stock Option | 3/4/2024 | 33,844 | 146,661 | 3.63 | 3/3/2034 | — | — |
Notes: RSU values based on $3.95 closing price as of 12/31/2024, per proxy methodology .
Employment Terms
| Topic | Current Plan/Policy | Key Terms |
|---|---|---|
| Change‑in‑Control (CIC) Severance – NEO Tier incl. Chitkara | Company Severance Plan (adopted and disclosed in 2025 proxy) | Double‑trigger required; if terminated without cause or resigns for good reason within window (60 days prior to or 12 months post CIC), lump sum 12 months base salary, 100% of target annual cash incentive, up to 12 months COBRA premiums, and full acceleration of unvested time‑based equity |
| Legacy Employment Agreement (Jan 4, 2021) | Individual agreement | If terminated without cause or resigns for good reason: 9 months base salary continuation, 75% of target bonus in lump sum, up to 9 months COBRA, 12 months post‑termination option exercise; CIC within one year: same cash benefits plus full acceleration of time‑based equity |
| Clawback Policies | Updated Executive Officer Compensation Recovery Policy (Jan 2025) ; Nasdaq/SEC‑compliant Clawback (Oct 2023) | 2025 policy extends recovery to all forms of incentive comp (cash/equity, time‑ or performance‑based) for miscalculation or misconduct (including willful blindness) ; SEC/Nasdaq policy for restatements maintained . Company disclosed active recovery of erroneously awarded 2023 bonuses in 2024/2025, incl. $5,198 from Chitkara’s 2023 annual cash incentive . |
| Anti‑Hedging/Pledging | Insider Trading Compliance Policy | Prohibits hedging and pledging of company securities; applies to officers, directors, employees and entities they control |
| Tax Gross‑Ups | Policy stance | Company states no excise tax gross‑ups on CIC benefits; no single‑trigger vesting; no repricing of options without shareholder approval |
Performance & Track Record (selected items)
- Q2 2025 revenue $32.5M (+29% YoY) with ARR of $110.5M (+27% YoY) amid stabilization efforts and leadership transitions . 2025 guidance: revenue $132–135M (+27–30% YoY), adjusted gross margin 54–56% for remainder of year, positive full‑year adjusted EBITDA targeted .
- Legal and control environment: DOJ letter (Aug 7, 2025) indicated company is no longer subject of DOJ investigation; securities class action settlement in principle ($15M) with expected direct exposure capped at ~$1M retention; company previously disclosed restatement issues and material weaknesses with remediation underway .
- Executive‑comp design changes after shareholder outreach: adoption of performance share program (MSUs) with aggressive stock price targets for 2025 executive grants; more robust short‑term plan disclosure; shift to FCF metric in 2025 .
Compensation Structure Analysis
- Cash vs equity mix: 2024 for Chitkara was heavily equity‑weighted (RSU/option targets $500k/$500k) vs salary $365k and bonus $80.3k; equity vests over multi‑year schedules, increasing retention linkage .
- Short‑term pay for performance: 2024 bonus paid at 40% of target, reflecting under‑target ARR, cash, deployments and employee NPS, partially offset by strong customer NPS and near‑threshold GM performance .
- Equity instruments: Continued use of options (more at‑risk) alongside RSUs; options across multiple vintages provide leverage to stock price; standard vesting cadence with no repricing disclosed .
- Governance tightening: Expanded 2025 compensation recovery policy beyond restatements; clawback recoveries executed for prior‑year bonuses; anti‑hedging/pledging in place .
Risk Indicators & Red Flags
- Restatement and control weaknesses (2024 disclosures), with remediation plans; caution flag for governance risk despite subsequent DOJ closure and class action settlement in principle .
- Insider selling pressure: Rule 10b5‑1 plan to sell 360,000 option shares through March 31, 2026 could create periodic supply; mitigated by plan‑based structured selling .
- Clawback enforcement: Recovery of erroneously awarded compensation demonstrates willingness to enforce policies (shareholder‑friendly) .
- No pledging permitted per policy; reduces alignment risk tied to margin calls .
Investment Implications
- Alignment: Material equity exposure (2.0% beneficial ownership) and multi‑year vesting support alignment; prohibition on pledging and expanded clawback further align incentives with investors .
- Performance sensitivity: 2024 bonus funded at 40% shows variable pay tracks outcomes; 2025 program shifts toward FCF and performance‑based equity (MSUs), increasing linkage to value creation and cash discipline .
- Overhang/supply: Active 10b5‑1 plan to sell 360,000 options may add intermittent selling pressure into Q1 2026; monitor Form 4s and execution cadence .
- Retention/CIC economics: Current CIC plan provides 12 months salary + 100% target bonus and full acceleration (double‑trigger), a market‑standard but not excessive package; legacy terms were lighter (9 months/75%), indicating some upward adjustment through the plan structure .
- Governance trajectory: Resolution of DOJ inquiry and class action settlement in principle, coupled with control remediation and compensation policy enhancements, are positives; investors should continue to track internal control remediation progress and any further clawback actions .