Jason Katz
About Jason Katz
Jason Katz (age 62) is Chief Executive Officer and Chairman of the Board of Intelligent Protection Management Corp. (IPM). He has served as Chairman since October 2016 and CEO since December 2019; he previously also held President and Chief Operating Officer titles until January 2025 . He holds a J.D. from NYU School of Law (1988) and a B.A. in Economics from the University of Pennsylvania (1985) . Under his leadership, IPM completed a strategic pivot in January 2025 by acquiring Newtek Technology Solutions and divesting the legacy Paltalk/Camfrog/Vumber apps; 2024 performance included cumulative TSR value of 70.07 (vs. $100 at 12/31/21) and net loss of $(8.43) million, highlighting both turnaround potential and execution risk in the new cloud/security focus .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Intelligent Protection Management Corp. | CEO; Chairman; formerly President & COO | CEO since Dec 2019; Chair since Oct 2016; President/COO through Jan 2025 | Led 2025 portfolio pivot into managed cloud/cybersecurity via acquisition of NTS and sale of legacy apps |
| A.V.M. Software (d/b/a Paltalk) | Founder, CEO, Director | 1998–2016 | Built consumer video/chat platform; industry expertise in web-based voice/video, systems infrastructure |
| MJ Capital | Co‑founder | — | Investment/markets background supporting capital allocation judgment |
| Fulbright & Jaworski (NY) | Corporate lawyer | — | Legal/compliance grounding for transactional execution |
External Roles
| Category | Details |
|---|---|
| Public company boards | None disclosed for Katz in the proxy biography . |
| Other roles | Media/industry appearances referenced; no ongoing external committee roles disclosed . |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2024 | 225,000 | 6,596 | Life insurance and 401(k) contributions comprise “All Other” . |
| 2023 | 225,000 | 7,167 | No bonus or equity grants in 2023 . |
Katz received no cash bonus and no stock/option awards in FY2024; same for FY2023 .
Performance Compensation
Equity and Bonus Awards
| Grant/Year | Instrument | Shares/Amount | Exercise Price | Vesting | Expiration/Payment | Notes |
|---|---|---|---|---|---|---|
| 03/28/2022 | Stock Option | 75,000 | $2.66 | 1/3 at grant; remainder monthly over 24 months (fully vested) | 03/27/2032 | Outstanding and fully exercisable at 12/31/2024 . |
| 01/07/2025 | Stock Option | 25,000 | $2.01 | 50% on 01/07/2025; 50% on 07/02/2025, service-based | Standard plan terms | Granted at close of Transactions; signals integration incentives . |
| 2024 | Cash Bonus | — | — | — | — | No bonus paid to Katz in FY2024 . |
| 2023 | Cash Bonus | — | — | — | — | No bonus paid to Katz in FY2023 . |
Pay-versus-Performance (context)
| Year | Compensation Actually Paid to CEO ($) | Company Cumulative TSR ($100 base) | Net (Loss) Income ($) |
|---|---|---|---|
| 2024 | 238,996 | 70.07 | (8,426,209) |
| 2023 | 264,139 | 82.39 | (1,067,335) |
| 2022 | 386,316 | 46.48 | (3,412,250) |
No explicit performance metric weightings are disclosed for annual incentives; 2025 Long-Term Incentive Plan (LTIP) allows performance awards across a broad set of financial/operational goals (e.g., revenue, EBITDA, TSR, FCF) at committee discretion .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership | 946,568 shares (10.2% of outstanding) . |
| Spousal holdings (included above) | 201,265 shares (disclaimed beneficial ownership) . |
| Options – exercisable | 75,000 (3/28/2022 grant; $2.66 strike) . |
| Options – 2025 tranche | 25,000 at $2.01; 12,500 vested 01/07/2025; 12,500 vest 07/02/2025, subject to service . |
| Hedging/pledging | Company policy prohibits hedging and pledging by insiders; any exception requires CFO advance approval . ESG section reiterates prohibition on pledging/hedging . |
| Ownership guidelines | No executive stock ownership guidelines disclosed . |
Potential selling pressure indicators:
- 12,500 options vest on July 2, 2025 (short window post-vesting could create incremental liquidity, subject to trading windows/10b5-1 plans) .
- Anti-hedging/pledging policy reduces alignment risk from derivatives or margin pledges .
Employment Terms
| Agreement | Term | Base Salary | Severance (termination without cause / non-renewal / good reason) | Health Benefits | Change-in-Control (CIC) | Restrictive Covenants |
|---|---|---|---|---|---|---|
| Amended & Restated Employment Agreement (3/23/2022) | 1-year; auto-renew | $225,000 | 3 months’ base salary; same in CIC | Company portion of premiums up to 3 months | Same severance as above | Confidentiality, non-solicit, non-compete |
| Second Amended & Restated Executive Employment Agreement (1/2/2025) | 1-year; auto-renew | Not specified; duties updated to CEO | Cash severance = 1x annualized base salary minus comp already paid in current term (floor: 4 months’ salary) | Company pays health insurance premiums for remainder of term or until coverage ends | Equity awards follow 2025 Plan CIC treatment; no separate higher cash multiple disclosed | Confidentiality and other restrictive covenants continue |
Clawback: Company will recoup erroneously awarded incentive-based compensation upon a restatement (clawback policy) .
Board Governance
- Roles: Katz is combined CEO and Chairman; the Board deems combination appropriate currently; Board majority is independent .
- Lead Independent Director: None; the Board does not expect to establish one in the foreseeable future (governance risk) .
- Committees (independent directors only): Audit (Abada—Chair; Laifer; Silberstein) ; Compensation (Silberstein—Chair; Abada) ; Nominating & Corporate Governance (Silberstein—Chair; Abada; Laifer) ; Strategic Transactions (Laifer—Chair; Rabsatt) .
- Meetings: Board held 6 meetings and 9 unanimous written consents in 2024; each director attended ≥75% of meetings of Board/committees served .
- Director compensation: Katz and the CFO did not receive additional director fees (comp reported as NEOs) .
Board service history (Katz):
- Director and Chairman since October 2016; CEO since December 2019; previously President & COO until January 2025 (dual role implications: CEO + Chair, no LID) .
Related Party Transactions and Other Governance Considerations
- Revolving credit facility: $1,000,000 secured revolver with Newtek Bank (affiliate of director Barry Sloane) executed April 10, 2025; standard covenants and default terms; no borrowings outstanding as of April 18, 2025 . This creates an ongoing related-party nexus requiring audit committee oversight .
- Compensation consultant: Compensation committee did not engage an independent consultant in 2024, citing size/cost efficiency .
- Say-on-Pay/Say-on-Frequency: 2025 proxy includes say-on-pay; Board recommends say-on-pay frequency of every 3 years (consistent with 2022 vote outcome) .
Investment Implications
- Alignment: Katz’s ~10.2% beneficial stake plus new at-the-money options (2025 grant at $2.01) align incentives with equity value creation; anti-hedging/pledging policy supports alignment .
- Near-term trading dynamics: A 12,500-share option tranche vests on July 2, 2025, potentially adding modest insider supply during open windows (monitor 10b5‑1 filings/Form 4 for execution) .
- Retention/terms: 2025 agreement increases severance protection to 1x salary (min 4 months), improving retention but modestly raising termination cost; no separate enhanced CIC multiple disclosed (equity governed by LTIP CIC provisions) .
- Governance risk: Combined Chair/CEO with no Lead Independent Director concentrates authority; mitigating factors include majority independent board and independent committees, but this remains a governance watch item for larger investors .
- Strategy/execution: The 2025 pivot to cloud infrastructure and cybersecurity (via NTS acquisition and app divestitures) increases execution risk but expands secular growth exposure; 2024 results show losses, underscoring need for integration and profitable growth to support pay-for-performance .
Overall, Katz’s ownership and recent equity grant signal alignment, while governance structure (no LID) and related-party financing warrant monitoring. Key catalysts/risks: integration milestones from the NTS acquisition, improvement in profitability/TSR trends, and any insider trading plans around July 2025 vesting .