Steven Gatoff
INSEEGOAbout Steven Gatoff
Steven Gatoff, age 58, has served as Inseego’s Chief Financial Officer since September 14, 2023. He holds an MBA from Columbia University and a BS from the University of Vermont, and is a CPA. His 2024 incentive bonus paid in March 2025 was driven by company performance against revenue and Adjusted EBITDA targets, resulting in a 142% of-target payout; he also received a discretionary cash bonus tied to corporate restructuring execution in 2024 . Pay-versus-performance disclosures show 2024 net income of $4.6 million and the value of a $100 investment in Inseego’s shares at $17.60 as of year-end 2024, contextualizing TSR and profitability during the period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Edge Case Research, Inc. | Chief Financial Officer | 2023 (early)–Sep 2023 | Finance leadership in autonomous systems safety |
| HALO Dx, Inc. | Chief Financial Officer | 2022 | Diagnostic growth and finance transformation |
| Absolute Software Corporation | Chief Financial Officer | 2020–2022 | Public-company CFO in endpoint security |
| 8x8, Inc. | Chief Financial Officer | 2018–2020 | SaaS communications scaling |
| PagerDuty, Inc. | Chief Financial Officer | 2016–2018 | Pre-IPO scaling in DevOps operations |
| Rapid7, Inc. | Chief Financial Officer | 2013–2016 | Cybersecurity growth execution |
| iPass, Inc. | Chief Financial Officer | 2009–2013 | Connectivity services turnaround |
| United Online; Sterling Commerce; VeriSign | Senior Finance Roles | Prior to 2009 | Finance leadership at tech firms |
| Bear Stearns; Credit Suisse First Boston; Morgan Stanley | Investment Banker | Early career | Capital markets and advisory background |
| Deloitte & Touche | Auditor | Career start | Foundational audit skills |
External Roles
No public-company directorships or external board roles for Steven Gatoff were disclosed in INSG’s proxy/8-K filings .
Fixed Compensation
| Component | 2024 Amount / Term | Notes |
|---|---|---|
| Base Salary | $350,000 | As per 2024 proxy and hire terms |
| Target Bonus % of Salary | 50% | Unchanged vs prior years |
| Annual Incentive Bonus (Paid Mar-2025) | $248,063 | 142% of target based on revenue and Adjusted EBITDA over targets |
| Discretionary Cash Bonus (2024) | $245,000 | For corporate restructuring completion |
| All Other Compensation | $0 | No perquisites disclosed for 2024 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Payment |
|---|---|---|---|---|---|
| Revenue (Company performance) | Not disclosed | Not disclosed | Exceeded targets | 142% of target bonus | Cash paid March 2025 |
| Adjusted EBITDA (Company performance) | Not disclosed | Not disclosed | Exceeded targets | 142% of target bonus | Cash paid March 2025 |
Notes:
- Bonus payouts could range from 0–150% of target depending on performance .
- Discretionary bonuses may be awarded for individual performance; Steven received $245,000 tied to restructuring execution .
Equity Ownership & Alignment
| Ownership Detail | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership | 61,979 shares (<1%) | All via right to acquire within 60 days of 6/30/2025 |
| Shares Owned (Direct) | 0 | — |
| Right to Acquire (Options/RSUs vesting within 60 days) | 61,979 shares | Per SEC beneficial ownership rules |
| Stock Ownership Guidelines | None established for executives | Board encourages ownership but no formal guidelines |
| Pledging/Hedging | Prohibited for executive officers | No pledging; hedging and derivatives prohibited |
Outstanding Equity Awards (as of 12/31/2024):
| Type | Grant Date | Exercisable | Unexercisable | Strike/Value | Expiration / Valuation Basis | Vesting Schedule |
|---|---|---|---|---|---|---|
| Stock Options | 09/14/2023 | 7,812 | 17,188 | $4.73 | 9/14/2033 | 25% at 1-year, then monthly over 36 months |
| RSUs | 07/30/2024 | — | 200,000 shares | $2,052,000 market value at $10.26 close | Valued at 12/31/2024 close | 25% at 1-year, then monthly through year 4 |
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Start Date | Appointed CFO September 14, 2023 | |
| Offer Letter Compensation | Base salary $350,000; eligible for annual bonus with 50% target | |
| Severance (No CIC) | 6 months base salary; pro-rated target bonus based on actual corporate goals; equity vests as if 6 months continued service; up to 9 months healthcare | |
| Severance (CIC Period, double trigger for cash) | 18 months base salary; 12 months target bonus; up to 18 months healthcare | |
| Equity Acceleration (CIC) | Single-trigger: all outstanding equity awards immediately vest and become exercisable upon change-in-control | |
| Clawback Policy | Mandatory recovery of erroneously awarded incentive-based compensation upon restatement; applies regardless of misconduct | |
| Insider Trading Policy | Prohibits pledging/hedging; compliance processes implemented | |
| Indemnification | Standard indemnification agreement for officers |
Investment Implications
- Pay-for-performance alignment: 2024 annual incentive paid at 142% of target based on revenue and Adjusted EBITDA beats, indicating direct linkage of cash incentive to operating performance . Discretionary bonus recognition for restructuring execution signals board-rewarded transaction execution, but introduces an element of discretion in cash mix .
- Retention and change-in-control economics: Double-trigger cash severance (18 months salary + 12 months target bonus) coupled with single-trigger equity acceleration upon CIC enhances executive certainty in M&A scenarios; outside CIC, severance is 6 months with partial equity vesting, which moderates retention cost while preserving incentives .
- Ownership alignment and selling pressure: Beneficial ownership is <1% (61,979 shares via “right to acquire”), but significant unvested RSUs (200,000) and option vesting schedules create periodic vest events; while pledging/hedging is prohibited, lack of formal ownership guidelines suggests alignment relies on award design rather than mandated holdings .
- Governance and shareholder sentiment: Strong 2024 say‑on‑pay support (95.8% approval) reduces near-term compensation controversy risk; committee independence and clawback adoption add governance strength .
- Execution track record: Multiple prior CFO roles across public tech companies and 2024 restructuring-linked bonus suggest transaction and turnaround experience that is relevant to Inseego’s capital structure evolution and operational focus .