Jack Abuhoff
About Jack Abuhoff
Jack S. Abuhoff (age 64) has served as President and Chief Executive Officer of Innodata since September 1997 and as a director since the company’s founding in 1988; he was Chairman from May 2001 to June 2020 and served as interim Principal Financial Officer from May 2018 to April 2019 . Under his tenure, Innodata’s 3‑year pay-versus-performance table shows net income improving from a loss to $28.7M in 2024 and total shareholder return (TSR) rising from 56.04 to 745.66 (value of $100 investment), reflecting strong 2024 performance . He holds an A.B. in English from Columbia College (1983) and a J.D. from Harvard Law School (1986) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Innodata Inc. | President & CEO; Director | CEO since Sep 1997; Director since 1988 | Led strategy and execution; deep client and industry knowledge; interim PFO (2018–2019) |
| Charles River Corporation | Chief Operating Officer | 1995–1997 | Ran operations at an international systems integration and outsourcing firm |
| Chadbourne & Parke LLP (with Goldman Sachs JV) | Executive (project development) | 1992–1994 | Developed capital projects in China; international deal experience |
| White & Case LLP | International corporate lawyer | 1986–1992 | International corporate law; foundational legal and transactional skills |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public-company directorships disclosed in biography . |
Board Governance
- Board service: Director since 1988; Chairman from May 2001 to June 2020; currently CEO and director (not independent) .
- Board leadership: Independent Chairman (Nauman “Nick” Toor); CEO and Chair roles are split, enabling independent oversight .
- Independence: Board has a majority of independent directors; Abuhoff is the only non‑independent director .
- Committees: Audit, Compensation, and Nominating Committees are composed solely of independent directors; Abuhoff does not serve on board committees .
- Meetings/attendance: Board held nine meetings in 2024; each director attended at least 75% of board and committee meetings; independent director executive sessions held .
- Anti‑hedging/pledging: Policy prohibits hedging, short sales, holding securities in margin accounts, and pledging Innodata stock .
Fixed Compensation
| Component | 2023 | 2024 | Key terms / notes |
|---|---|---|---|
| Base salary (CEO) | $500,000 | $518,750 (paid in 2024); increased to $525,000 in Apr 2024 and to $551,250 effective Apr 1, 2025 | Agreement provides for COLA and discretionary increases |
| Target bonus | ≥60% of base salary per employment agreement | ≥60% of base salary per employment agreement | Determined by Compensation Committee; conditioned on quantitative objectives to be established by the Committee |
| Perquisites | $8,698 (life/disability + tax reimbursement) | $8,600 (life/disability + tax reimbursement) | Limited perqs; life and disability insurance plus related tax gross‑up |
Performance Compensation
- Program design: Committee prioritizes at‑risk pay, but annual cash incentives and equity grants are determined discretionarily; equity grant size and value are “not directly related” to company performance (though competitive market data are considered) .
Annual Cash Incentive
| Year | Metric framework | Target | Actual payout |
|---|---|---|---|
| 2023 | Company performance + individual accomplishments (Committee discretion) | Not formulaic; CEO agreement references quantitative objectives | $450,000 |
| 2024 | Company performance + individual accomplishments (Committee discretion) | Not formulaic; CEO agreement references quantitative objectives | $1,000,000 |
2024 Equity Grants (granted Dec 20, 2024)
| Award type | Shares/Options | Exercise price | Vesting schedule | Grant date fair value |
|---|---|---|---|---|
| Stock options | 80,000 | $43.01 | 1/3 on 12/20/2025; 1/3 on 12/20/2026; 1/3 on 12/20/2027; 10‑year term | $2,592,800 |
| RSUs | 60,000 | — | 1/3 on 12/20/2025; 1/3 on 12/20/2026; 1/3 on 12/20/2027 | $2,580,600 (priced at $43.01) |
Outstanding Equity and Key Vesting Events
| Grant date | Instrument | Status at 12/31/2024 | Strike | Next vest date(s) |
|---|---|---|---|---|
| 7/31/2019 | Options | 400,000 exercisable | $1.24 | Already vested |
| 6/4/2020 | Options | 400,000 exercisable | $1.42 | Already vested |
| 8/1/2021 | Options | 80,000 exercisable | $7.24 | Already vested |
| 3/10/2022 | Options | 832,926 unexercisable at 12/31/2024; 100% vested on 1/1/2025 | $4.99 | 1/1/2025 (all) |
| 10/7/2022 | Options | 106,666 ex.; 53,334 unex.; remaining vests 10/7/2025 | $3.41 | 10/7/2025 |
| 12/20/2024 | Options | 80,000 unexercisable | $43.01 | 12/20/2025; 12/20/2026; 12/20/2027 |
| 12/20/2024 | RSUs | 60,000 unvested | — | 12/20/2025; 12/20/2026; 12/20/2027 |
Implications: The 1/1/2025 full vest of 832,926 options (at $4.99) and annual December vesting dates (12/20/2025–2027) create identifiable windows for potential selling pressure and liquidity events; company policy bans hedging, short sales, margin accounts, and pledging, but not outright sales .
Equity Ownership & Alignment
| As of date | Beneficial ownership (shares) | % of shares outstanding | Key components |
|---|---|---|---|
| April 15, 2025 | 3,067,950 | 9.1% | Includes 1,819,592 currently exercisable options and 60,000 RSUs |
| Dec 31, 2024 (awards table) | Options: 986,666 exercisable; 966,260 unexercisable; RSUs: 60,000 unvested | — | Mix of low‑strike legacy options and new 2024 grants |
- Pledging/hedging: Prohibited (no margin accounts, no pledges) .
- Ownership guidelines: Not disclosed in the proxy for executives; directors have equity grants and (for some) deferral features .
Employment Terms
| Term | Provision |
|---|---|
| Agreement effective | Employment agreement effective Feb 1, 2009; amended July 11, 2011; continues until terminated |
| Base salary | $551,250 effective Apr 1, 2025 (from $525,000 in Apr 2024; $500,000 April 2012–April 2024) |
| Target bonus | Not less than 60% of base salary; Committee sets quantitative objectives; discretionary determination |
| Severance (without cause / good reason) | 200% of base salary + greater of last declared bonus or 3‑yr avg; paid over 24 months; 24 months medical/dental, life and LTD; accelerate vesting/removal of restrictions on equity; up to 6 weeks’ accrued vacation |
| Change‑of‑control (termination) | 300% of base salary + 300% of greater of last declared bonus or 3‑yr avg; lump sum within 30 days; 36 months medical/dental, life and LTD; accelerate/remove restrictions on equity; up to 6 weeks’ accrued vacation |
| Change‑of‑control (no termination) | Single‑trigger equity acceleration: removal of vesting and other restrictions on equity upon CoC |
| Restrictive covenants | 12‑month non‑compete and non‑interference; 12‑month restriction on employing/retaining services of Innodata employees post‑termination |
| 409A mechanics | 6‑month delay for specified employees; limited tax gross‑up for 409A taxes/penalties/interest |
Pay vs Performance and Operating Track Record
| Year | TSR – value of $100 investment ($) | Net income (loss) ($) |
|---|---|---|
| 2022 | 56.04 | (11,934,107) |
| 2023 | 153.58 | (908,512) |
| 2024 | 745.66 | 28,660,007 |
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 79,001,000* | 86,775,000* | 170,461,000* |
| EBITDA ($) | (8,383,000)* | 2,914,000* | 26,632,000* |
| EBITDA Margin (%) | (10.61%)* | 3.36%* | 15.62%* |
Values retrieved from S&P Global.*
- Compensation Actually Paid to CEO (per Item 402(v)): $2,080,789 (2022), $6,633,775 (2023), $33,186,894 (2024), driven largely by changes in fair value of equity awards as share price appreciated .
Compensation Committee, Peer Group, and Say‑on‑Pay
- Independent consultant: Frederic W. Cook & Co. engaged in Oct 2023; re‑engaged Jun–Dec 2024 to supplement guidance in light of performance .
- Peer group used for benchmarking (18 companies): American Software, Applied Digital, Asure Software, Augmedix, BigBear.ai, BlackSky, Brightcove, DarioHealth, Digimarc, Franklin Covey, Information Services Group, OneSpan, OptimizeRx, Red Violet, Rekor Systems, Smith Micro, SoundThinking, Spire Global .
- Say‑on‑Pay: 92% approval in 2024 for 2023 NEO compensation .
- Director pay: Employee directors (incl. CEO) receive no director compensation; non‑employee director program disclosed separately .
Related Party Transactions and Governance Policies
- Related party transactions: None requiring disclosure under Item 404 of Regulation S‑K .
- Insider trading policy: Prohibits trading on MNPI; aligns with Nasdaq standards .
- Equity grant timing: No formal MNPI‑timing policy; Board evaluates as needed; grants not made to time MNPI .
Risk Indicators and Red Flags
- Single‑trigger equity acceleration upon change‑of‑control (equity vests without termination) elevates perceived entrenchment risk and potential misalignment in a sale scenario .
- Large accumulated, low‑strike option overhang (e.g., substantial 2022 options fully vested 1/1/2025 at $4.99) can create selling/overhang pressure as windows open .
- Discretionary annual bonus structure and equity grant sizes “not directly related” to company performance reduce formulaic pay‑for‑performance line of sight, though Committee considers market data and performance context .
- Limited 409A tax gross‑up exists (for 409A penalties/interest), though not an excise tax gross‑up; still a governance sensitivity .
- Hedging/short sales/margin/pledging prohibited, mitigating misalignment risks and forced‑sale dynamics .
Investment Implications
- Alignment and retention: Abuhoff owns ~9.1% of shares (including 1.82M currently exercisable options) with new RSUs and options vesting through 2027, supporting continued alignment but creating identifiable liquidity windows (Jan 1 and Dec 20 cycles) to monitor for insider selling signals .
- Incentive design: 2024 compensation skewed heavily to equity and a large discretionary bonus, with equity grant sizes not directly linked to performance—investors should focus on realized/vesting outcomes versus grant date values and track Committee’s ongoing benchmarking via Cook .
- CoC economics: Double‑trigger cash (3x salary+bonus) plus single‑trigger equity acceleration on CoC is shareholder‑unfriendly in a sale; model fully‑diluted outcomes and potential transaction leakage from accelerated vesting .
- Execution track record: 2024 inflection (revenue/EBITDA growth, profitability, TSR) strengthens the pay‑for‑performance narrative on outcomes; sustaining growth and margins will be key to justifying elevated incentive payouts and equity fair‑value marks going forward .