George Kutsor
About George Kutsor
George C. “Chris” Kutsor, age 51, was appointed Chief Financial Officer of Evolv Technology effective one business day after the 2024 Form 10-K filing; the proxy identifies him as CFO since April 29, 2025 . He previously served as CFO and COO of Kin + Carta plc and spent nearly 25 years in senior finance roles at Motorola Solutions; he holds an MBA (Chicago Booth) and a BS in Corporate Finance and Investments (University of Illinois) . At Kin + Carta, he led a transformation and sale to private equity and delivered a 3-year TSR of 86% (FY2019–FY2022), ranked 17th out of 562 FTSE All-Share companies . As context for his mandate at EVLV, the company reported 2024 revenue of $103.9m (+31% YoY), ARR of $99.4m (+39% YoY), and improved Adjusted EBITDA to ($21.0)m from ($51.8)m; cumulative TSR value of a $100 investment stood at $88.57 at 12/31/2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Kin + Carta plc (LSE: KCT) | Chief Financial Officer; Chief Operating Officer; Director | 2019–2024 | Led transformation of 12 consultancies into integrated global tech consultancy; managed sale to private equity and subsequent merger/integration . |
| Motorola Solutions (NYSE: MSI) | Senior finance roles (IR lead; BU finance for ~$2B unit; VC investments; strategic sales support) | ~25 years (prior to 2019) | Drove investor relations, BU financial management, and strategic finance across enterprise businesses . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Kin + Carta plc | Member, Board of Directors | 2019–2024 | Board service concurrent with CFO/COO role . |
Fixed Compensation
| Component | Terms |
|---|---|
| Base salary | $425,000 annually . |
| Target annual bonus | 75% of base salary, commencing with FY2025 (prorated for 2025) . |
| Location and travel | Primary work location Illinois; ~50% travel to Waltham HQ . |
| Travel stipend | $6,000/month in year 1; $3,000/month in year 2 . |
| Legal fee reimbursement | Up to $15,000 for offer-letter negotiations . |
| Benefits | Eligible for standard company benefits (medical, dental, life, 401k, etc.) . |
Performance Compensation
Annual Incentive (FY2025 design)
| Metric | Weighting | Target disclosure | Notes |
|---|---|---|---|
| Revenue | 40% | Not disclosed (to be provided in next proxy) | FY2025 plan moved to 100% financial metrics . |
| Free Cash Flow | 30% | Not disclosed (to be provided in next proxy) | Replaced prior “cash balance” metric per shareholder feedback . |
| Adjusted EBITDA | 30% | Not disclosed (to be provided in next proxy) | Threshold/Target/Max fund up to 150% . |
Kutsor’s 2024 bonus opportunity did not apply (start date in 2025) .
Equity Awards (New-hire grants)
| Award | Grant value | Grant/measurement timing | Vesting and performance | Special provisions |
|---|---|---|---|---|
| Market Stock Units (MSUs) | $1,750,000 | Performance period begins first day of month after start date; measured over 3 years . | Earnout based on 30-trading-day VWAP stock price milestones: $6 = 50% payout; $8 = 100%; $10 = 200%; “greatest-of” measurement at year 1/2/3 with linear interpolation . | If covered termination after 12-month anniversary and before performance period end, MSUs remain outstanding and vest pro rata based on months served, subject to release . |
| Time-based RSUs | $1,750,000 | Granted first NASDAQ trading day in month following start date (per policy) . | Vests in 3 equal annual tranches (years 1–3), service-based . | If covered termination after 12 months, accelerate the number that would vest over the next 6 months, subject to release . |
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Beneficial ownership (shares) | Not disclosed for Kutsor as of April 21, 2025 (ownership table lists directors/NEOs as of record date; Kutsor not listed) . |
| Anti-hedging/pledging | Company policy prohibits hedging and pledging of company stock . |
| Clawback | Executive Officer Compensation Recovery Policy (Jan 2025) extends beyond Dodd-Frank restatement-based clawback to cover miscalculations and misconduct; clawback applied to 2023 bonuses after restatement . |
| Stock ownership guidelines (executives) | Not specifically disclosed for executives in 2025 proxy; non-employee director guidelines set at 5x annual cash retainer . |
Employment Terms
| Term | Details |
|---|---|
| Start date | Effective one business day after 2024 10-K filing; identified as CFO since April 29, 2025 in proxy . |
| Employment status | At-will . |
| Severance plan | Eligible under Company Severance and Change in Control Plan at Tier 1 . |
| Non‑CIC equity protections | If “covered termination” after 12 months: (i) MSUs remain outstanding and eligible to vest pro rata on actual performance through end of performance period; (ii) RSUs accelerate for the next 6 months’ tranche, subject to release . |
| Change-in-control (CIC) | Company plan provides double-trigger severance and equity vesting; for Tier 1 executives in the proxy, CIC terms include 18 months base salary, 150% target bonus, up to 18 months COBRA, and full acceleration of time-based equity; MSU treatment per plan and award agreements . |
| Non-compete / Non-solicit | Required to execute Non-Disclosure, Non-Competition, Non-Solicitation and Inventions Assignment Agreement . |
| Arbitration | Mandatory JAMS arbitration; class/collective waiver; FAA-governed . |
| Indemnification / D&O | Standard officer indemnification and D&O coverage no less favorable than for other executives/directors . |
| Related-party transactions | None with Kutsor requiring Item 404(a) disclosure . |
Performance & Track Record (context for role)
- Company financial momentum before his arrival: 2024 revenue $103.9m (+31% YoY), ARR $99.4m (+39% YoY), Adjusted EBITDA improved to ($21.0)m from ($51.8)m, net loss narrowed to ($54.0)m; cash and marketable securities of $52m at year-end .
- Company TSR: cumulative value of $100 investment was $88.57 at 12/31/2024 (down from $105.83 at 12/31/2023) .
- Prior role outcomes: Kin + Carta 3-year TSR of 86% (FY2019–FY2022), top-quintile ranking in FTSE All-Share; led sale to PE and post-close integration .
Governance, Say-on-Pay, and Program Design (alignment signals)
- 2024 Say‑on‑Pay support: ~78% of votes cast approved the program; company responded with more robust disclosure, adoption of MSUs, and a 2025 bonus plan tied 100% to financials (Revenue/FCF/Adj. EBITDA) .
- Clawback expansion (Jan 2025) beyond restatement-only to include misconduct and miscalculations; 2023 bonuses were adjusted and subject to recovery per policy .
- Anti‑hedging and pledging prohibitions in Insider Trading Policy .
Risk Indicators & Red Flags (company backdrop relevant to CFO)
- Restatement and internal investigation of sales practices in 2024; Board implemented personnel changes, enhanced controls, and governance upgrades; EVLV now in compliance with SEC and Nasdaq requirements .
- Governance changes and leadership refresh in 2024–2025 (new CEO, interim-to-permanent CFO transition, new CRO, Board additions) .
Compensation Peer Group (benchmarking context)
- 2024 peer group focused on security, sensing, and AI tech; 2025 updates added OneSpan, Red Violet, Digimarc, FARO, SoundHound AI and removed several larger companies to better match size; used with consultant FW Cook to calibrate pay levels and design .
Investment Implications
- Pay-for-performance alignment: Kutsor’s initial package is heavily equity-weighted with MSUs tied to absolute stock-price hurdles ($6/$8/$10 VWAP), directly linking value to TSR; the “greatest-of” annual measurements and 3-year window promote sustained value creation .
- Retention vs. selling pressure: Three-year MSU window and double-trigger CIC reduce near-term departure risk; RSUs vesting annually may create routine tax-related selling needs, but hedging/pledging are prohibited, limiting adverse alignment behaviors .
- Downside protection mechanics: After 12 months, a covered termination preserves pro‑rata MSU eligibility and 6 months of RSU vesting—improving retention while moderating forced-selling risk upon involuntary separation .
- Execution focus: With 2025 cash bonus metrics 100% financial (Revenue/FCF/Adj. EBITDA), Kutsor’s incentives emphasize disciplined growth, cash generation, and operating leverage—key levers following 2024’s restatement and control remediation .
- Watchpoints and signals: Monitor proximity to MSU price hurdles (30-day VWAP) for potential vesting “step-ups,” quarterly disclosure on free cash flow vs. targets, and progress on internal controls and audit committee oversight as governance tailwinds to valuation .