David Ly
About David Ly
David Ly is the founder of Iveda (IVDA) and has served as Chief Executive Officer and Chairman since October 2009; he also reassumed the title of President effective December 31, 2023, per an 8‑K filing . Mr. Ly is 49 (as disclosed in 2025 proxy) and holds a B.S. in Civil Engineering with a minor in International Business from San Francisco State University . The company states that base salaries are “currently below market,” and its program emphasizes performance‑based compensation, but it does not disclose explicit annual financial performance targets for executive pay . Board leadership is combined (CEO also serves as Chairman) and the company has no lead independent director, with the three standing committees (Audit, Compensation, Nominating & Corporate Governance) composed of independent directors .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Iveda | Chief Executive Officer & Chairman | Oct 2009–present | Founder; leads video surveillance/AI strategy |
| Iveda | President | Oct 2009–Feb 2014; reappointed Dec 31, 2023 | Oversight of operations; role consolidation in 2023 |
| T‑Mobile USA | B2B Sales | Aug 2002–Sep 2003 | Go‑to‑market experience with enterprise customers |
| Door To Door Storage | Market Manager | Sep 2001–Jul 2002 | Field operations and market development |
| Metricom, Inc. | Applications Engineer | Nov 1998–Aug 2001 | Early micro‑cellular data network engineering experience |
External Roles
No other public‑company directorships or external board roles are mentioned in Mr. Ly’s biography within the latest proxy statements reviewed .
Fixed Compensation
Multi‑year summary compensation (cash and perquisites) as disclosed in DEF 14A:
| Metric (USD) | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base Salary | $190,000 | $190,000 | $190,000 | $190,000 |
| Option Awards (Grant‑date Fair Value) | $211,500 | $13,725 | $23,859 | $18,367 |
| Warrants Awards | – | – | – | – |
| All Other Compensation (Vehicle allowance) | $11,968 | $11,968 | $11,968 | $16,586 |
| Total | $413,468 | $215,693 | $225,827 | $224,953 |
Notes:
- Company acknowledges base salaries are “currently below market” .
- No separate cash bonus line is disclosed for Mr. Ly in these years; the compensation mix is salary, equity awards, and a vehicle allowance .
Performance Compensation
Equity incentives are delivered primarily via stock options under the 2010 and 2020 plans. Select outstanding option grants for David Ly (as of 12/31/2024):
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration | Vesting Status/Notes |
|---|---|---|---|---|---|
| 02/25/2015 | 1,563 | – | $49.28 | 02/25/2025 | Fully vested at grant |
| 12/11/2015 | 3,125 | – | $46.08 | 12/11/2025 | Fully vested at grant |
| 12/15/2020 | 10,938 | – | $23.68 | 12/15/2030 | Fully vested at grant |
| 12/30/2021 | 2,344 | – | $129.92 | 12/31/2031 | Fully vested at grant |
| 06/15/2022 | 1,563 | – | $11.36 | 06/15/2032 | Fully vested at grant |
| 10/03/2022 | 625 | – | $6.00 | 10/03/2032 | Fully vested at grant |
| 12/01/2022 | 1,875 | – | $4.32 | 12/01/2032 | Fully vested at grant |
| 11/03/2023 | 8,750 | – | $5.44 | 11/03/2033 | Became fully vested 12/31/2023 |
| 12/07/2024 | 15,000 | – | $1.71 | 12/07/2034 | Became fully vested 12/31/2024 |
Additional plan context:
- Options are granted at or above fair market value; options typically have up to 10‑year terms; vesting varies from immediate to up to four years .
- As of 12/31/2024, ~217,056 options were outstanding across plans; there were no option exercises by NEOs in the last fiscal year .
Important: The company does not disclose annual cash bonus performance metrics, weightings, or target vs actual outcomes for Mr. Ly in the proxies reviewed. Equity awards above show vesting mechanics and dates but not TSR/financial performance conditions (most awards vest immediately or on time‑based schedules) .
Equity Ownership & Alignment
| Holder | Common Shares | % of Common Shares | Notes |
|---|---|---|---|
| David Ly | 105,239 | 1.8% | Includes options to purchase 45,784 shares exercisable within 60 days of the proxy date |
Additional observations:
- All directors and officers as a group owned 304,946 shares (5.1%) .
- No exercises of stock options by NEOs during the last fiscal year (reduces near‑term selling pressure from exercised shares) .
- Pledging/hedging policies and director/executive stock ownership guidelines are not disclosed in the proxies reviewed .
Employment Terms
- Employment agreements: “The company has no employment agreements with any of its executive officers” (therefore no specified severance or change‑of‑control multiples contractually disclosed for Mr. Ly) .
- Indemnification: Broad director/officer indemnification per bylaws; exclusive forum selection for certain actions; not specific to compensation economics .
- No disclosure of non‑compete, non‑solicit, or garden leave provisions in the proxies reviewed .
Board Governance & Roles
- Role: CEO, President, and Chairman (combined leadership). The company has no lead independent director .
- Independence: Board has four directors; three are independent under Nasdaq rules (Farnsworth, Franco, Gillen) .
- Committees:
- Audit Committee: Farnsworth (Chair; audit committee financial expert), Franco, Gillen .
- Compensation Committee: Farnsworth (Chair), Franco, Gillen .
- Nominating & Corporate Governance: Gillen (Chair), Farnsworth, Franco .
- Director pay: Non‑employee directors receive stock‑based pay (options) and no extra committee chair/member fees. 2024: 15,000 options each; 2023: 6,250 options each . 2023 proxy shows option award values for directors of ~$17,042 each (2023) ; 2025 proxy shows ~$18,637 each (2024) .
Related Party Transactions and Legal/Compliance
- No related party transactions (above thresholds) since Jan 1, 2020, other than compensation/standard arrangements .
- No disqualifying legal proceedings disclosed for directors/officers in the last five years .
- Section 16(a) compliance: Company believes all directors/officers complied during 2024 .
Compensation Structure Analysis
- Mix and trend: Mr. Ly’s base salary has been flat at $190,000 since at least 2021; total pay fluctuates with option grant fair values ($211.5k in 2021 vs $18.4k in 2024) . The company explicitly notes base salaries are below market, implying heavier reliance on equity to align incentives and conserve cash .
- Equity design: Many options are fully vested at grant or vest on year‑end schedules (e.g., 12/31/2023 and 12/31/2024), which can weaken long‑term retention compared with multi‑year cliff/ratable vesting; however, out‑of‑the‑money risk and 10‑year terms still tie upside to shareholder value creation .
- Cash incentives: No cash bonus metrics/targets disclosed for Mr. Ly, reducing pay‑for‑performance transparency in the short term .
- Liquidity/selling pressure: No option exercises by NEOs in the last fiscal year; near‑dated expirations from legacy grants (e.g., 2015 grants expiring in 2025) create potential decision points but no selling was reported in FY2024 .
Investment Implications
- Alignment and retention: Ownership of 1.8% (including near‑term exercisable options) provides some alignment but is modest for a founder‑CEO; the prevalence of immediately‑vested options reduces multi‑year retention hooks. Base salary below market suggests reliance on equity and cash conservation, typical of smaller issuers .
- Governance risk: Combined CEO/Chairman role without a lead independent director concentrates authority; however, all key committees are independent and chaired by non‑management directors, mitigating oversight concerns to a degree .
- Pay‑for‑performance transparency: Lack of disclosed annual performance metrics/targets and use of time‑based or immediate vesting options limits visibility into pay outcomes tied to operational KPIs or TSR; investors may prefer clearer metric‑based incentive design .
- Trading signals: No reported NEO option exercises in FY2024 and options expiring in 2025 (legacy grants) indicate limited realized gains in the last year and potential upcoming decision windows; monitor future Form 4s for any shift in insider activity .
References: All data cited from Iveda DEF 14A (2025-10-08, 2024-10-07, 2023-09-15) and 8‑K (2024-01-04) as referenced above.