John Kedzierski
About John Kedzierski
President & CEO and Director of Evolv Technology since December 16, 2024; Age 46. Previously spent over 23 years at Motorola Solutions leading Global Enterprise Sales and the Video Security & Access Control business; BS in Computer Engineering (University of Illinois) and MBA (Northwestern Kellogg) . Under Evolv’s new leadership, 2024 revenue rose 31% to $103.9M and ARR grew 39% to $99.4M, while cumulative TSR was $88.57 as of 12/31/2024; in Q2’25 the company delivered 29% revenue growth, positive adjusted EBITDA (6% margin), and raised 2025 revenue growth outlook to 27–30% with positive full-year adjusted EBITDA . Management disclosed DOJ is no longer investigating the company and a settlement in principle was reached for the class action, reducing execution overhangs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Motorola Solutions | Senior Vice President, Global Enterprise Sales | 23+ years through 2024 | Led global enterprise sales; drove consistent, profitable growth; helped establish leadership in physical security . |
| Motorola Solutions | Led Product Management, R&D, Sales & Marketing for Video Security & Access Control | n/a (prior to SVP role) | Helped Motorola become a global leader in physical security . |
| Evolv Technology | Board member (Motorola designee) | Jan 2022 – Nov 2, 2023 | Contributed strategic oversight prior to CEO appointment; resigned Nov 2, 2023 per Stockholder Agreement transition . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Evolv Technology (prior) | Board member (Motorola designee) | Jan 2022 – Nov 2, 2023 | Supported governance and industry relationships before executive transition . |
Fixed Compensation
| Component | 2024 | 2025 Terms |
|---|---|---|
| Base Salary | $20,769 (pro-rated from start on Dec 16, 2024) . | $540,000 annual base salary . |
| Target Annual Cash Incentive | Not eligible for 2024 due to start date . | 100% of base salary (commencing in 2025) . |
| Travel Stipend | n/a | $6,000/month during first year; $3,000/month during second year . |
| Legal Fee Reimbursement | n/a | Up to $15,000 for negotiating employment terms . |
Performance Compensation
2025 Annual Cash Incentive Metrics
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Revenue | 40% | Not disclosed (set post-FY24) . | n/a (in-progress) | n/a |
| Free Cash Flow | 30% | Not disclosed (set post-FY24) . | n/a | n/a |
| Adjusted EBITDA | 30% | Not disclosed (set post-FY24) . | n/a | n/a |
New-Hire MSUs (Market Share Units) and RSUs (Granted Jan 2, 2025)
| Award Type | Quantity | Vesting / Payout | Performance Metric | Milestones / Payout Curve |
|---|---|---|---|---|
| MSUs | 621,000 | 3-year performance period; measured at each anniversary using VWAP; earned as sum of 3 tranches of 207,000 each based on greatest-of payouts at 1st/2nd/3rd anniversaries . | Absolute stock price VWAP . | Threshold: $6 = 50%; Target: $8 = 100%; Max: $10 = 200% payout percentage . |
| Time-based RSUs | 621,000 | Vests 1/3 on 1st, 2nd, 3rd anniversaries of grant date (subject to continued employment) . | n/a | n/a |
2024 Company STIP (context; CEO not eligible due to start date)
| Metric | Weight | Threshold | Target | Max | 2024 Result | Achievement (%) |
|---|---|---|---|---|---|---|
| Incremental ARR | 15% | $35M | $45M | $55M | $28M | 0% |
| Gross Margin | 20% | 59% | 64% | 69% | 59% | 15% |
| Cash | 15% | $70M | $80M | $90M | $52M | 0% |
| Customer NPS | 20% | 25 | 40 | 60 | 65 | 25% |
| Deployments | 20% | 2,500 | 3,000 | 3,500 | 1,606 | 0% |
| Employee NPS | 10% | 25 | 40 | 60 | 24 | 0% |
| Total | 100% | — | — | — | — | 40% pool funding |
New CEO compensation mix: ~91% at-risk; 50% performance-based (MSUs) .
Equity Ownership & Alignment
- New-hire equity awards: 621,000 MSUs and 621,000 RSUs granted Jan 2, 2025; MSUs earned based on stock price VWAP milestones ($6/$8/$10 = 50%/100%/200%) over 3 annual measurement dates; RSUs vest in equal thirds annually over 3 years .
- Anti-hedging and pledging: Company policy prohibits hedging and pledging of company securities by directors, officers, employees, and controlled entities .
- Director stock ownership guidelines: Adopted April 2025 for non-employee directors (5x annual cash retainer); not applicable to employee directors .
- Outstanding awards at FY2024: None for CEO (joined Dec 16, 2024); new grants effective Jan 2, 2025 .
Employment Terms
- Offer letter dated December 6, 2024; CEO start date December 16, 2024 .
- Severance Plan (Tier 1): If terminated without cause or for good reason (no CIC), 12 months salary continuation, up to 12 months COBRA, and pro‑rated target bonus; MSUs remain eligible to vest pro‑rata based on actual performance; RSUs accelerate for shares that would vest in the next 6 months .
- Change-in-Control (double trigger): Lump sum 18 months base salary; up to 18 months COBRA; 150% of target annual bonus; full acceleration of service‑based equity; CIC window for CEO is 60 days prior to CIC to 24 months post-CIC .
- Clawbacks: Dodd‑Frank compliant clawback policy adopted Oct 2, 2023; expanded Executive Officer Compensation Recovery Policy adopted Jan 2025 to claw back all forms of cash and equity incentive compensation for misconduct or miscalculations (beyond restatement events) .
- Equity grant timing policy: No grants during specified MNPI windows; annual grants around March 1; new-hire grants on first trading day of month following start date .
Board Governance
- Board service: Class I Director nominee for term ending 2028; served as board member previously Jan 2022–Nov 2, 2023 (Motorola designee) .
- Leadership structure: Independent Chair; CEO and Chair roles separated to enhance oversight and objectivity .
- Committee memberships: Audit, Compensation, Nominating & Governance, and Investment committees are fully independent; CEO not listed as a committee member .
- Independence: Board determined nine named non-employee directors are independent; CEO (management) is not included among independent directors .
- Attendance: In 2024, each director attended ≥75% of Board and committee meetings .
Compensation Peer Group and Say‑on‑Pay
- Peer group: 2024 peer group included security, sensing, and AI technology firms (e.g., Rapid7, Everbridge, Napco Security Tech, SoundThinking, Ouster, etc.); 2025 peer group modified to add OneSpan, Red Violet, Digimarc, FARO, SoundHound AI and remove certain firms not meeting size criteria .
- Say‑on‑Pay: ~78% support in 2024; in response, the company increased performance-based equity (MSUs at 50% of CEO and executive LTI), enhanced STIP disclosure, and shifted 2025 STIP to 100% financial metrics emphasizing Free Cash Flow .
Performance & Track Record
- 2024 achievements: Revenue $103.9M (+31% YoY), ARR $99.4M (+39% YoY), adjusted EBITDA improved to $(21.0)M from $(51.8)M; cumulative screenings surpassed 2B since 2019 .
- Q2’25 results/outlook: Revenue $32.5M (+29% YoY), ARR $110.5M (+27% YoY), adjusted EBITDA $2.0M (6% margin), CFO disclosed liquidity increase to $36.9–$37M; guidance raised to 27–30% revenue growth for 2025 with positive full-year adjusted EBITDA and targeted positive Q4 cash flow .
- Operational milestones: 1,000+ customers, 7,000+ active subscriptions; >3B visitors screened; product upgrades to Gen 2 Express; eXpedite bag screening gaining traction .
- Legal and governance remediation: FTC inquiry resolved; restatement completed; DOJ not investigating; enhanced controls and governance practices implemented .
Risk Indicators & Red Flags
- Restatement and internal investigation in 2024; Board enacted personnel changes, strengthened financial controls, and broadened clawback policies .
- Anti‑hedging/pledging policy mitigates alignment concerns; no excise tax gross‑ups or single‑trigger CIC benefits per compensation “dos/don’ts” .
- DOJ and class action overhang reduced (no current DOJ investigation; settlement in principle) .
Compensation Structure Analysis
- Strong at‑risk mix: CEO compensation 91% at‑risk; 50% MSUs directly tied to stock price performance (stock‑price milestones at $6/$8/$10 VWAP) .
- Shift to performance equity: MSUs incorporated for CEO (2024 new‑hire) and executives (2025 plan) following shareholder feedback .
- STIP evolution: 2025 plan moved to revenue, free cash flow, and adjusted EBITDA metrics; improved disclosure practices .
- Clawback expansion: Broader triggers (misconduct, miscalculations) enhance pay‑for‑performance and accountability .
Employment Contracts, Severance & Change‑of‑Control Economics
| Provision | No CIC Termination | CIC (Double Trigger) |
|---|---|---|
| Salary Continuation / Lump Sum | 12 months salary continuation . | 18 months base salary (lump sum) . |
| COBRA | Up to 12 months . | Up to 18 months . |
| Bonus | Pro‑rated portion of target annual bonus . | 150% of target annual bonus . |
| Equity Treatment | MSUs remain outstanding pro‑rata to performance; RSUs accelerate for 6 months’ worth . | Full acceleration of service‑based equity . |
| CIC Window | n/a | CEO: 60 days before to 24 months after CIC . |
Investment Implications
- Alignment and retention: Three‑year MSU performance window with absolute stock‑price milestones aligns CEO incentives with TSR and supports multi‑year retention; double‑trigger CIC lowers forced sale risk but appropriately compensates if control shifts .
- Execution improving: Raised 2025 growth outlook, positive adjusted EBITDA, and targeted positive Q4 cash flow with DOJ overhang removed signal improving fundamentals and reduced legal risk; near‑term targets (revenue, FCF, EBITDA) in 2025 STIP sharpen focus on investor‑relevant outcomes .
- Governance mitigants: Independent Chair, fully independent key committees, expanded clawbacks, and anti‑hedging/pledging policies reduce governance risk and enhance pay‑for‑performance integrity .