Kara Jenny
About Kara Jenny
Kara Jenny, 56, is Chief Financial Officer and a Director of Intelligent Protection Management Corp. (IPM). She was appointed CFO in December 2019 and joined the Board in November 2020; she also serves as Corporate Secretary for stockholder nomination processes . A CPA and former Arthur Andersen auditor, she previously served as CFO at Bluefly and Walker Innovation and was a member of the SEC Advisory Committee on Small and Emerging Companies (2011–2013) . Governance context: IPM combines CEO and Chairman roles and has no Lead Independent Director; Jenny is not an independent director, raising dual-role considerations for oversight .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Walker Innovation | Chief Financial Officer | 2014–2019 | Led corporate strategy, SEC/SOX compliance, and financing rounds |
| Bluefly, Inc. | Chief Financial Officer | Prior to 2014 (dates not specified) | Oversaw financial operations and compliance for online retail |
| Arthur Andersen LLP | Auditor | Early career (dates not specified) | Foundation in accounting and controls; CPA credential |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SEC Advisory Committee on Small & Emerging Companies | Committee Member | 2011–2013 | Provided policy input affecting emerging public companies |
| American Institute of Certified Public Accountants | Member | Not disclosed | Professional standards and ethics alignment |
Board Governance
- Board service: Director since November 2020; age 56; dual-role CFO + Director; Corporate Secretary for nominations .
- Independence: Not independent (Board majority is independent; Jenny, CEO Katz, and Barry Sloane are not) .
- Board structure: CEO also serves as Chairman; no Lead Independent Director, a governance risk for oversight and compensation independence .
- Committees: Audit, Compensation, Nominating, and Strategic Transactions committees exclude executive directors; Jenny is not a committee member .
- Attendance: Each director attended at least 75% of Board/committee meetings in 2024; all then-directors (including Jenny) attended the 2024 annual meeting .
- Director pay: Jenny received no compensation for director service (comp covered under Executive Compensation) .
Fixed Compensation
| Component | 2023 | 2024 | 2025 (effective Jan 1) |
|---|---|---|---|
| Base Salary ($) | 285,000 | 285,000 | 310,000 (Second Amended & Restated Employment Agreement) |
| Cash Bonus ($) | 15,000 | — | 100,000 (one-time Transaction Bonus, Jan 2025) |
- Employment term: One-year term with automatic one-year renewals (amended and restated Jan 2, 2025) .
- Benefits/perqs: Group life insurance premiums and 401(k) contributions included in “All Other Compensation” totals; no aircraft/security or other perqs disclosed .
Performance Compensation
| Incentive Type | Grant/Period | Metric/Criteria | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Stock Options (Transaction Award) | 25,000 shares @ $2.01 (Jan 7, 2025) | Transaction-related retention; time-based vesting | Not disclosed | Granted | 50% vested Jan 7, 2025; 50% vests Jul 2, 2025, service-contingent |
| Annual Incentive Bonus | 2023 | Board-determined criteria jointly set with executive | Not disclosed | $15,000 paid | N/A (cash bonus; no vest) |
| 2019 Option | 75,000 @ $1.78 (exp. 12/08/2029) | Time-based | N/A | Granted | 25% vested each Dec 9 in 2020–2023 |
| 2022 Option | 60,000 @ $2.66 (exp. 03/27/2032) | Time-based | N/A | Granted | One-third vested at grant (Mar 28, 2022); remaining vested in 24 equal monthly installments |
Outstanding Equity Awards (as of 12/31/2024):
| Option | Number Exercisable | Exercise Price ($) | Expiration | Notes |
|---|---|---|---|---|
| 2019 Option | 75,000 | 1.78 | 12/08/2029 | 25%/yr vesting 2020–2023 |
| 2022 Option | 60,000 | 2.66 | 03/27/2032 | 1/3 at grant; remainder monthly over 24 months |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 147,500 shares (includes exercisable options within 60 days) |
| Ownership % of Outstanding | 1.6% (based on 9,236,987 shares outstanding as of Mar 24, 2025) |
| Vested/Exercisable | Includes 75,000 (2019 option), 60,000 (2022 option), and 12,500 of Jan 2025 grant |
| Unvested/Unexercisable | 12,500 remaining from Jan 2025 grant scheduled to vest Jul 2, 2025 |
| Pledged Shares | Company policy prohibits pledging and hedging without advance CFO approval; no pledges disclosed for Jenny |
| Ownership Guidelines | Not disclosed |
| Hedging/10b5-1 | Insider trading policy prohibits trading on MNPI; hedging/short-sales/options/margin/pledges require advance approval; company uses 10b5-1 plans for its own trading when applicable |
Employment Terms
| Term | Prior Agreement (Mar 23, 2022) | Second A&R (Jan 2, 2025) |
|---|---|---|
| Base Salary | $285,000 | $310,000 effective Jan 1, 2025 |
| Term & Auto-Renewal | 1-year with successive auto-renewals | 1-year with successive auto-renewals |
| Annual Bonus | Board-determined; criteria established jointly with Jenny (post-2020) | Board-determined |
| Severance (no cause/not renewed/good reason) | 3 months’ base salary + up to 3 months COBRA contribution | 1× annual base salary minus comp paid in current term (not less than 4 months’ base) + health insurance premiums through remainder of term or until coverage ends |
| Change-in-Control | If terminated other than for cause or for good reason in connection with/after a CIC: 12 months’ base salary (prior agreement) | Other terms “substantially the same” unless modified; CIC specifics not re-stated in summary |
| Restrictive Covenants | Confidentiality, non-solicit, non-compete (customary) | Confidentiality, non-solicit, non-compete (customary) |
| Clawback | Company compensation recovery policy for restatements (erroneous incentive comp) | |
| Hedging/Pledging | Prohibited by policy without advance CFO approval |
Performance & Track Record
Multi-year operating snapshot (company-level; context for CFO tenure):
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($) | 12,832,672 | 13,273,849 | 10,989,545 | 962,032* | 1,098,280 |
| EBITDA ($) | 1,814,420* | 1,655,567* | (2,980,685)* | (2,875,277)* | (4,299,853)* |
Values marked with * retrieved from S&P Global.
- Strategic transactions: In January 2025 IPM acquired Newtek Technology Solutions and divested “Paltalk”, “Camfrog” and “Vumber,” refocusing on managed cloud infrastructure and cybersecurity, which triggered one-time transaction bonuses and option grants to executives .
- Pay vs Performance TSR (Value of initial fixed $100 investment):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment based on TSR ($) | 46.48 | 82.39 | 70.07 |
Compensation Committee Analysis
- Composition: Two independent directors (Abada and Silberstein); Silberstein serves as Chair .
- Consultant use: No independent compensation consultant engaged in 2024 due to company size/cost efficiency .
- Responsibilities: Administers stock/equity plans, sets executive/director compensation, oversees clawback policy, and engages with stockholders/proxy advisors on comp matters .
- Long-Term Plan: 2025 Long-Term Incentive Plan proposed (1,200,000 shares authorization plus recycled prior plan shares), with broad permissible performance criteria (e.g., revenue, EBITDA, adjusted EBITDA, TSR/VWAP, free cash flow) and clear vesting/recoupment/change-in-control mechanics .
Director Compensation (for context)
- 2024 cash retainers: $21,000 per independent director; $4,000 committee service; Chair premiums ($6,000 audit; $4,000 for others) .
- Jenny: No director compensation; reported solely under Executive Compensation .
Related Party Transactions (Governance Red Flags)
- $1,000,000 secured revolving credit facility from Newtek Bank (Barry Sloane, IPM director and Newtek CEO/Chair), maturing April 10, 2026; standard covenants and default provisions .
- Policy: Related party transactions reviewed/approved by Audit Committee per restated policy (Mar 19, 2025) .
Risk Indicators
- Combined CEO/Chair with no Lead Independent Director; potential governance and oversight risk .
- Executive-director dual role (CFO + Director + Corporate Secretary) may affect independence/board dynamics .
- Legal proceedings: None material disclosed pertaining to ability/integrity of directors or officers .
- Clawback, insider trading/hedging/pledging policies in place; ownership guidelines not disclosed .
Say-on-Pay & Shareholder Feedback
- 2025 proxy includes Say-on-Pay and Say-on-Frequency proposals; Board recommends “FOR” Say-on-Pay and every “3 YEARS” for frequency .
Investment Implications
- Alignment: Jenny’s compensation remains modestly cash-heavy with time-based equity; 2025 transaction awards enhance retention but lack disclosed performance weighting; future awards under the 2025 Plan could incorporate EBITDA/TSR metrics to strengthen pay-for-performance .
- Near-term supply/insider signals: The remaining 12,500 options from the Jan 2025 grant vest on July 2, 2025, a potential Form 4 event; coupled with existing in-the-money options, monitor insider activity and trading windows for selling pressure .
- Retention/CoC economics: Severance improved to 1× base (min 4 months) in 2025 agreement; prior CoC terms contemplated 12 months’ base on double-trigger—confirm carry-forward in definitive agreement before M&A/corporate actions; overall retention risk appears moderate given tenure and expanded role .
- Governance oversight: CFO’s board seat and Corporate Secretary role, combined with Chairman/CEO structure and no Lead Independent Director, increase governance risk—proxy advisor sensitivity likely elevated; continued Audit/Comp Committee independence and clawback policy mitigate some concerns .
- Strategic pivot: Post-transaction refocus on cloud/cybersecurity may reset operating baselines; multi-year revenue/EBITDA trends were weak pre-transaction; watch 2025–2026 KPIs under new plan metrics to assess compensation-performance alignment (Revenues/EBITDA values above from S&P Global).