Neil Glat

About Neil Glat

Independent Chair of Evolv’s Board since November 2023; director since July 2021. Age 57, with a Wharton BS in Economics and Harvard Law JD. Career highlights include President of the New York Jets (2012–2019), Senior Advisor to the Jets (2019–2020), senior executive at the NFL for 15 years, Co‑President, Americas at SPORTFIVE (Dec 2021–Feb 2024), and Managing Member of NG Strategies, LLC . As Independent Chair, he authored the 2025 proxy letter addressing the 2024 investigation, restatement and governance remediation .

Past Roles

External Roles

Board Governance

• Independence: Board determined Neil Glat is independent under Nasdaq rules .
• Board leadership: Independent Chair; CEO and Chair roles separated per governance guidelines .
• Committees: Member, Nominating & Corporate Governance; Member, Investment .
• Attendance: Board met 24 times in 2024; all directors attended ≥75% of Board and committee meetings .
• Executive sessions: Regular independent director executive sessions .

Fixed Compensation

• Director cash retainer: $40,000 per year .
• Chair of the Board fee: $40,000 per year .
• Committee member retainers: Nominating & Corporate Governance $5,000; Investment $5,000 .
• Meeting fees: Not disclosed (none indicated) .

Notes: 2024 cash total aligns with the sum of board retainer, chair fee, and two committee memberships .

Performance Compensation

• Annual director equity: RSU grant with target value $155,000; vests in full by the earlier of one year or the day before the next annual meeting; accelerates on change in control .
• 2024 equity: RSUs granted (54,195 units) to several directors, including Glat; grant‑date fair value $154,998 .
• 2023 equity: RSUs granted (25,846 units) to Glat; grant‑date fair value $144,996 .
• Performance metrics: None disclosed for director equity (time‑based vesting) .

Other Directorships & Interlocks

• Interlocks: Prior SPAC boards (NewHold I and II). Kevin Charlton (current EVLV director) previously served as CEO of NewHold Investment Corp I and is current Chair of EVLV’s Compensation and Investment Committees; potential historical network overlap .
• Customer/supplier relationships on board: Motorola Solutions has an OEM partnership with EVLV and holds a board designee (Rajan Naik); Board assessed Naik’s independence given no direct involvement in the relationship .

Expertise & Qualifications

• Deep operating and strategic leadership in sports, media, and hospitality; focus on revenue growth, consumer engagement, innovation, and strategic transactions .
• Financial and legal training (Wharton BS; Harvard JD), plus experience in consulting and investment banking .

Equity Ownership

• Director stock ownership guidelines: Non‑employee directors must hold ≥5x the annual cash retainer (i.e., at least $200,000 equivalent based on $40k retainer) within five years of election; as of April 21, 2025, each non‑employee director either complied or had time to comply .
• Anti‑hedging/pledging: Company policy prohibits hedging and pledging by directors .

No pledging disclosed; hedging and pledging are prohibited by policy .

Governance Assessment

• Strengths:

  • Independent Board Chair (separation from CEO), majority independent board, fully independent key committees (Audit, Compensation, Nominating), with regular executive sessions .
  • Active stockholder engagement (contacted ~50% of shares; met with holders of ~48%) with tangible outcomes (director ownership guidelines; performance‑based executive equity; refined incentive metrics) .
  • Adoption of Non‑Employee Director Stock Ownership Guidelines (April 2025), improving alignment; directors in compliance or within grace period .
  • Robust compensation recovery policies extended beyond Dodd‑Frank clawback to include miscalculations and misconduct; demonstrated recoupment of erroneously awarded executive cash bonuses .

• Risks/Red Flags (context):

  • 2024 investigation and restatement of financial statements; FTC inquiry resolved; Board responded with personnel changes and enhanced controls. While remediation actions are positive, the events represent prior governance/control failures requiring continued oversight .
  • Historical interlocks: overlap with NewHold SPAC ecosystem (Glat and Charlton) could present perceived network influence; no specific related‑party transactions disclosed involving Glat beyond standard registration rights from the 2021 SPAC merger .
  • Customer/supplier director on board (Motorola Solutions designee) introduces potential conflicts; Board documented independence rationale for that director .
  • Attendance meets only the minimum threshold (≥75%); individual director rates not disclosed (industry best practice is ≥90%) .

• Compensation signals:

  • Cash fees increased in 2024 due to Chair responsibilities (+$40k) and two committee memberships (+$10k), consistent with governance role expansion .
  • Director equity remains time‑based RSUs (~$155k annual), with CoC acceleration; no performance conditions for directors’ grants, which is typical but provides limited pay‑for‑performance alignment at the director level .

• Say‑on‑Pay/Peer group (broader governance):

  • 2024 say‑on‑pay support was ~78% (below typical >90%), prompting program changes (adoption of market stock units for executives; 2025 plan tied entirely to financial metrics) .
  • Peer groups disclosed with methodology and 2025 updates (adds: OneSpan, Red Violet, Digimarc, FARO, SoundHound AI) .

Overall: As Independent Chair, Glat has overseen governance refresh, director ownership alignment, and compensation reforms following a restatement, supporting investor confidence. Ongoing monitoring of remediation effectiveness, independence around supplier‑board ties, and potential SPAC network influence is warranted .