Kirsten Newquist
IdentivAbout Kirsten Newquist
Kirsten F. Newquist, 58, is Chief Executive Officer and a director of Identiv (INVE) since September 6, 2024; she joined Identiv as President, IoT Solutions, on April 15, 2024. She holds a B.S. in Mechanical Engineering (Stanford) and an M.B.A. (UCLA Anderson) and brings extensive strategy, product, and operating experience from Avery Dennison and prior roles. 2024 CEO variable pay was tied to quarterly revenue and profitability targets; Q3 targets were achieved in full and Q4 achieved on revenue only, resulting in $75,000 and $37,500 quarterly payouts, respectively. Her 2024 total compensation was $2,101,455 (Salary $284,872; Bonus $62,500; Stock awards $1,674,000; NEIP $75,000; Other $5,083) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Identiv | Chief Executive Officer and Director | Sep 2024–present | CEO and board member post-asset sale; driving IoT/RFID strategy . |
| Identiv | President, IoT Solutions | Apr 2024–Sep 2024 | Hired to lead RFID/IoT; received initial RSU grant . |
| Avery Dennison Smartrac | Global VP, Global Healthcare & Product Line Mgmt | Oct 2022–Sep 2023 | Led healthcare and product lines in digital ID (RFID/NFC) . |
| Avery Dennison Medical | Global VP/General Manager | Jun 2016–Oct 2022 | P&L leadership for medical portfolio . |
| Avery Dennison Medical | VP, Global Business Development | Jun 2011–Jun 2016 | Growth and partnerships across medical segment . |
| Avery Dennison | Director of New Growth Platforms | May 2007–Jun 2011 | Drove adjacency/new platform development . |
| Copia Associates LLC | Director | Mar 2005–May 2007 | Private investment firm experience . |
| Ancora Management Group | VP, Corporate Development | Aug 2001–Jan 2005 | Corporate development; company later acquired by Pitney Bowes . |
| Iwerks Entertainment | Director, Project Management | Jan 1990–Aug 1996 | PM leadership in software-based attractions . |
External Roles
- No current external public-company board service for Ms. Newquist is disclosed beyond Identiv. Notable board governance actions by Identiv included 2025 steps to declassify the board and adopt majority voting resignation guidelines .
Fixed Compensation
| Year | Annual Base Salary Rate ($) | Base Salary Paid ($) | Target Bonus Opportunity | Actual Bonus Paid ($) | Non-Equity Incentive Paid ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 400,000 (CEO agreement) | 284,872 | Up to 18.75% of salary per quarter ($75,000/quarter; up to $300,000/year) | 62,500 (Q2 guaranteed) | 75,000 (Q3 payout; see below) | 5,083 | 2,101,455 (incl. $1,674,000 stock awards) |
Notes:
- Company states it pays no perquisites to executive officers; no tax gross-ups; and no executive retirement or deferred comp programs beyond standard 401(k) match .
Performance Compensation
- Quarterly cash bonus design (CEO): entirely performance-based; equally weighted metrics for revenue and profitability. For 2024 Q3 and Q4, the committee set revenue and profitability (text references EBITDA; table labels “Net Income (Loss)”) targets and determined payouts after period-end .
| Period | Revenue Target | Profitability Target (per proxy label) | Outcome | Payout ($) |
|---|---|---|---|---|
| 2024 Q3 | 6,300,000 | (4,270,935) | Both targets satisfied | 75,000 |
| 2024 Q4 | 5,448,000 | (4,457,825) | Revenue target satisfied; profitability target not satisfied | 37,500 |
Long-term incentives (structure):
- 200,000 RSUs granted Jun 28, 2024; vest 25% on Apr 15, 2025, then remaining 75% in equal quarterly installments through Apr 15, 2028; subject to service and acceleration per employment agreement .
- 200,000 PSUs granted Jul 29, 2024; vest, if at all, based on performance metrics set by the Compensation Committee over the period Aug 1, 2024–Dec 31, 2025, subject to service .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 108,931 shares as of Apr 14, 2025; <1% of 23,575,004 shares outstanding . |
| Unvested awards (12/31/24) | 200,000 RSUs unvested; market value $732,000 at $3.66/share . |
| Options | None disclosed for Ms. Newquist; company has not granted employee stock options since 2016 . |
| Hedging/Pledging | Company states it does not have a policy prohibiting hedging; no explicit disclosure of pledging by Ms. Newquist . |
| Ownership guidelines | Executive/Director ownership multiple policy not disclosed; non-employee directors take 50% of retainers in RSUs with settlement deferral features . |
| Insider filings | Forms 4 filed for Ms. Newquist on May 23, 2024; Oct 1, 2024; Feb 26, 2025; Mar 17, 2025 (monitor for selling cadence) . |
Vesting schedule implications:
- RSU vest dates: 25% on 4/15/2025; thereafter quarterly through 4/15/2028; potential periodic sell-to-cover tax transactions could create episodic selling pressure around these dates .
Employment Terms
| Term | Key provisions |
|---|---|
| Employment Agreement | Effective April 1, 2024; CEO appointment effective Sept 6, 2024 . |
| Base salary | $400,000 annually . |
| Variable cash bonus | Up to $75,000 per quarter (18.75% of salary per quarter), paid within 60 days after quarter end, subject to performance . |
| Initial equity | 200,000 RSUs (granted 6/28/2024); 200,000 PSUs (granted 7/29/2024) . |
| Severance (no CIC) | If terminated without cause or constructively terminated: lump-sum 12 months’ base salary (paid on day 60), up to 12 months COBRA reimbursement, and acceleration of service-based equity equal to 12 months of additional vesting, subject to release . |
| CIC protection (double-trigger) | If terminated without cause or constructively terminated within 12 months post-change in control: full acceleration of all then-outstanding service-based equity; release required . |
| Clawback | Incentive-Based Compensation Recoupment Policy (Dodd-Frank 10D; Nasdaq 5608) for erroneously awarded incentive comp over prior three years upon an accounting restatement . |
| Perquisites | None provided to executive officers . |
| Equity grant practices | No stock options to employees since 2016; grants generally on a predetermined annual schedule; no timing around MNPI . |
| Hedging policy | Company does not prohibit hedging . |
Board Governance and Director Service
- Board service: Director since 2024; currently CEO and management director (not independent). The Board determined all directors other than Ms. Newquist are independent under Nasdaq and SEC rules .
- Leadership structure: Roles of CEO and Chairman separated; independent Chairman (James E. Ousley). Lead Independent Director policy exists for cases where roles are combined (not currently applicable) .
- Committees: Audit, Compensation, and Nominating committees composed entirely of independent directors. Compensation Committee members: Laura Angelini (Chair), Gary Kremen, and Richard E. Kuntz; committee met four times in 2024 and can retain independent compensation consultants .
- Board activity: Ten board meetings in 2024; each director attended at least 75% of applicable meetings. Independent directors meet in executive session as needed .
- Governance changes: In 2025, the Board pursued declassification (moving to annual elections) and majority voting resignation policies; an officer exculpation charter amendment was also proposed .
- Director pay: Employee directors (including the CEO) receive no additional director compensation; non-employee directors receive a cash/equity retainer mix with 50% in RSUs and committee/Chair retainers .
Dual-role implications: While Ms. Newquist is both CEO and a director (non-independent), separation of the Chair and CEO roles and fully independent key committees mitigate standard concentration-of-power concerns .
Director Compensation (for context; Ms. Newquist receives none as an employee)
| Element | Amount |
|---|---|
| Annual retainer (non-employee director) | $125,000; Chairman/Lead Independent: $175,000 . |
| Committee membership | +$5,000 per committee; Audit Chair +$20,000; Compensation and Nominating Chairs +$10,000 . |
| Form of payment | 50% cash (quarterly), 50% RSUs; RSUs vest monthly over the board year, with settlement deferred per policy . |
Compensation Structure Analysis
- Mix and at-risk pay: Significant equity and performance-based cash elements; CEO pay includes quarterly performance bonuses and sizable RSU/PSU grants, consistent with pay-for-performance posture articulated by the company .
- Shift toward RSUs/PSUs: Company has not used options since 2016; 2024 CEO LTI composed of RSUs and PSUs, lowering risk versus options and emphasizing retention/performance .
- CIC and severance economics: Market-norm severance of 1x salary and healthcare, with equity acceleration; double-trigger full acceleration on CIC termination; no tax gross-ups .
- Clawback strength: Compliant with SEC/Nasdaq rules; recovers excess incentive comp for three years upon restatement .
- Governance risk flag: Company does not prohibit hedging, which can weaken alignment if used; pledging policy/usage not disclosed .
Risk Indicators and Notable Events
- CFO transition: CFO Justin Scarpulla resigned effective July 11, 2025; Global Corporate Controller appointed Acting CFO and will receive 25,000 RSUs vesting 7/11/2026. No disagreement cited. CEO signed the 8-K as registrant .
- Hedging policy: No prohibition (potential misalignment risk) .
- Option repricing: Any repricing would require shareholder approval; no below-FMV options granted .
- Say-on-pay: Annual advisory vote practice; Board/Compensation Committee indicated responsiveness to significant negative votes (no 2025 approval percentage disclosed) .
Equity Awards Detail (CEO)
| Grant date | Instrument | Shares | Vesting | Performance period | Notes |
|---|---|---|---|---|---|
| 6/28/2024 | RSU | 200,000 | 25% on 4/15/2025; remaining 75% quarterly through 4/15/2028 | N/A | Service-based; acceleration terms per employment agreement . |
| 7/29/2024 | PSU | 200,000 | Performance-vesting | 8/1/2024–12/31/2025 | Metrics set by Compensation Committee; subject to service . |
Performance Payouts (2024)
| Quarter | Payout | Basis |
|---|---|---|
| Q2 2024 | 62,500 | Guaranteed performance bonus under agreement . |
| Q3 2024 | 75,000 | Both revenue and profitability targets satisfied . |
| Q4 2024 | 37,500 | Revenue target satisfied; profitability target not satisfied . |
Investment Implications
- Alignment vs. selling pressure: A multi-year RSU schedule (through April 2028) and potential PSU settlement post-2025 create clear vesting “windows,” which can coincide with sell-to-cover or discretionary sales; monitor Form 4s around 4/15 and subsequent quarterly vest dates for supply signals .
- Retention and CIC protections: 1x salary cash severance plus equity acceleration (12 months’ service-based vesting, or full acceleration on double-trigger CIC) balance retention with shareholder norms; absence of gross-ups is shareholder-friendly .
- Pay-for-performance: Quarterly, objective payout design tied to revenue/profitability delivered differentiated outcomes in 2H24 (full payout in Q3, partial in Q4), indicating discipline in payout decisions; PSUs add a second performance lever through YE25 .
- Governance and oversight: Separation of CEO/Chair and fully independent Compensation Committee reduce dual-role risk; however, lack of a hedging prohibition weakens alignment policy relative to best practices—an area to engage with the Board .
- Execution risk: CFO departure in mid-2025 introduces near-term finance leadership transition risk; watch for continuity in cost discipline and cash metrics that were central to executive bonus constructs .