Michael Ellenbogen
About Michael Ellenbogen
Michael Philip Ellenbogen (age 61) is Evolv’s Co-Founder, Chief Innovation Officer, and a Class III director (serving since 2021), and briefly served as Interim President & CEO from October 30, 2024 to December 16, 2024 . He holds a BA in Physics from Colgate University and is an inventor with over 20 awarded patents, underscoring deep technical credentials in security technology . He is an employee director (not independent) and part of management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Evolv (Legacy) | Co-Founder; CEO | 2013–2020 | Founder leadership; product/business development |
| Evolv (Legacy) | Head of Advanced Technology | Jan 2020–2021 | Advanced tech leadership |
| Reveal Imaging Technologies | Founder, President & CEO | 2002–2010 | Led X-ray explosive detection company |
| PerkinElmer Detection Systems | VP R&D & Business Development | 1994–2002 | X-ray security technologies leadership |
External Roles
No current public company directorships disclosed for Ellenbogen; prior roles are operating leadership in security-tech companies (Reveal Imaging; PerkinElmer) .
Board Governance
- Independence: Not independent (employee director) .
- Committee assignments:
- 2024: Chair, Technology Committee .
- 2025: Not listed on Audit, Compensation, Nominating & Governance, or Investment Committees (committee membership shown; no Ellenbogen) .
- Attendance: In 2024, the Board held 24 meetings; each director attended ≥75% of aggregate Board/committee meetings . In 2023, each director also attended ≥75% .
- Executive sessions: Company states “regular executive sessions for independent directors” as a governance best practice .
Fixed Compensation
| Component | 2024 Detail |
|---|---|
| Base Salary | $365,000 |
| Interim CEO Stipend | $25,000 per month during interim period; total $35,769 |
| Target Annual Bonus % | 55% of base salary |
| Actual Annual Cash Incentive Paid | $80,300 (40% of target achieved) |
Note: Ellenbogen is an employee director; non-employee director cash retainers and RSU program do not apply to him (the director program is for non-employee directors; Ellenbogen is not listed in director compensation tables) .
Performance Compensation
Annual Cash Incentive Metrics (FY2024)
| Metric | Weighting | Threshold | Target | Maximum | 2024 Result | Achievement |
|---|---|---|---|---|---|---|
| Incremental ARR | 15% | $35M | $45M | $55M | $28M | 0% |
| Gross Margin | 20% | 59% | 64% | 69% | 59% | 15% |
| Cash (year-end) | 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 Achievement | — | — | — | — | — | 40% |
Equity Awards and Vesting
| Award Type | Grant Date | Terms | Outstanding/Status at 12/31/2024 |
|---|---|---|---|
| RSUs (time-based) | 3/4/2024 | 3-year vest, 1/3 annually | 172,176 RSUs unvested; $680,095 market value at $3.95 |
| Stock Options | 3/4/2024 | 4-year vest, 1/16 quarterly; $3.63 strike; expires 3/3/2034 | 42,305 exercisable; 183,326 unexercisable |
| RSUs (time-based) | 3/3/2023 | 3-year vest, 1/3 annually | 133,554 RSUs unvested; $527,538 value |
| Stock Options | 3/3/2023 | 4-year vest, 1/16 quarterly; $3.12 strike; expires 3/2/2033 | 116,356 exercisable; 149,601 unexercisable |
| RSUs (time-based) | 3/1/2022 | 3-year vest, 1/3 annually | 47,765 RSUs unvested; $188,672 value |
| Stock Options (older grants) | 8/17/2020 | Fully vested (some); $0.42 strike | 559,947 exercisable; 14,169 exercisable |
| Stock Options (older grants) | 9/15/2017 | Fully vested; $0.24 strike; expires 9/14/2027 | 1,704,464 exercisable |
Grant-date accounting values for 2024 awards (NEO table): Stock Awards $624,998; Option Awards $624,997 . 2024 equity program design (for NEOs other than new CEO): mix of 50% RSUs and 50% stock options, with RSUs vesting annually over 3 years, options quarterly over 4 years .
Severance, CIC, Clawbacks
- Severance Plan: If terminated without cause or for good reason, Ellenbogen eligible for salary continuation (12 months), COBRA (up to 12 months), and lump-sum bonus (greater of 100% of target or prorated) .
- Change-in-Control: Double-trigger; 18 months base salary, COBRA (18 months), 150% of target bonus, full acceleration of time-based equity .
- Clawback Policy: Expanded in Jan 2025 to include misconduct and miscalculation recovery; Dodd-Frank clawback applies to incentive-based compensation upon restatements . Company recouped erroneously awarded compensation from certain 2023 bonuses; Ellenbogen’s 2024 annual cash incentive was reduced by $5,005 to claw back 2023 overage .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Status |
|---|---|---|---|
| — | — | — | No other public company boards disclosed for Ellenbogen |
Board interlocks to note: Motorola Solutions has a distribution/OEM agreement with Evolv, and Motorola’s designee (Rajan Naik) serves on the Board; the Board determined Naik is independent despite that relationship due to lack of direct involvement or material interest .
Expertise & Qualifications
- Deep technical and product development expertise in security imaging and detection; over 20 patents .
- Founder/operator experience in growth-stage security tech companies (Reveal Imaging; Evolv) .
- Physics education; long tenure in R&D and BD for X-ray-based security systems .
Equity Ownership
| Category | Detail |
|---|---|
| Total Beneficial Ownership | 6,876,146 shares; 4.3% of outstanding (as of April 2, 2024) |
| Breakdown | 1,968,300 shares directly; 2,411,122 shares via trusts (shared voting/dispositive); 2,496,724 options exercisable within 60 days |
| Outstanding RSUs (unvested) | 47,765 (2022 grant), 133,554 (2023 grant), 172,176 (2024 grant) |
| Options – Exercisable/Unexercisable (selected grants) | 1,704,464 (2017 @ $0.24); 559,947 (2020 @ $0.42); 116,356/149,601 (2023 @ $3.12); 42,305/183,326 (2024 @ $3.63) |
| Hedging/Pledging | Company prohibits hedging and pledging of Company securities by directors/officers/employees |
| Director Ownership Guidelines | Apply to non-employee directors; adopted April 2025 (5x annual cash retainer); Ellenbogen is an employee director |
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting results (Item 5.07): Say-on-Pay received 79,961,618 FOR; 1,425,477 AGAINST; 199,638 ABSTAIN; 36,789,415 broker non-votes .
- Company noted 2024 Say-on-Pay support at ~78% and revised programs (added MSUs, enhanced disclosure, shifted short-term incentives to 100% financial metrics in 2025) .
Compensation Peer Group (context for pay benchmarking)
2024 peer group included: 908 Devices; AeroVironment; CEVA; Digi International; Everbridge; Immersion; Luna Innovations; Mitek Systems; Napco Security; nLIGHT; Ouster; PDF Solutions; Qualys; Rapid7; SiTime; SoundThinking; Terran Orbital; Workiva . 2025 peer group modified (removed six that no longer fit; added OneSpan, Red Violet, Digimarc, FARO, SoundHound AI) .
Related Party Transactions and Conflicts
- Motorola Solutions OEM/Distribution Agreement; Motorola’s designee (Rajan Naik) on the Board; revenue from Motorola’s distributor services was $9.6M in 2023 and $11.6M in 2022 . Board determined Naik’s independence given no direct involvement/material interest in Evolv’s relationship with Motorola .
- Indemnification agreements with directors/officers; standard for governance .
- No specific related-party transactions disclosed involving Ellenbogen beyond his executive/director roles .
Governance Assessment
- Strengths:
- Technical founder with domain expertise and substantial equity ownership (4.3%), aligning incentives with shareholders .
- Not on Compensation or Audit Committees; reduces risk of pay-setting conflicts for an employee director .
- Company implemented stronger clawback policy and enhanced financial controls following restatement; governance improvements disclosed .
- Concerns/RED FLAGS:
- 2024 internal investigation and restatement of prior periods; signals historical control/reporting weaknesses .
- Clawback applied to Ellenbogen’s payouts due to restatement; while modest, indicates compensation impacted by prior misstatements .
- Dual role (CIO and director) means he is not independent; independence matters for board oversight perception .
- Prior chair role on Technology Committee in 2024; committee was not present in 2025, suggesting governance structure changes—monitor continuity of technical oversight at board level .
Notes on Attendance and Engagement
- Board attendance thresholds were met (≥75% for each director in 2024 and 2023) .
- Company emphasizes regular executive sessions and extensive shareholder outreach in late 2024–2025 .