Chia-Lin Simmons
LogicMarkAbout Chia-Lin Simmons
Chia-Lin Simmons (age 52) has served as LogicMark’s President, Chief Executive Officer, and a director since June 14, 2021, with prior leadership roles at LookyLoo (AI social commerce), Google Play (Head of Global Partner Marketing), Harman (VP of Marketing & Content), Audible/Amazon (VP of Strategic Alliances), and AOL/Time Warner (Director of Business Development). She holds a B.A. from UC San Diego (Magna cum Laude; Phi Beta Kappa), an MBA from Cornell (Park Leadership Fellow), and a JD from George Mason; she is a licensed attorney in New York . Under her tenure, revenue has remained broadly stable while EBITDA losses narrowed modestly in FY 2024 (see tables below; revenues sourced from SEC and S&P Global)* .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LookyLoo, Inc. | CEO & Co-founder | 2016–2021 | Built AI-driven social commerce; product development and go-to-market leadership |
| Google Play | Head of Global Partner Marketing | 2014–2016 | Scaled partner ecosystem and marketing programs for app marketplace |
| Harman International | VP of Marketing & Content | 2010–2014 | Led marketing/content; product launch and channel expansion |
| Audible/Amazon | VP of Strategic Alliances | N/A | Strategic partnerships and ecosystem development |
| AOL/Time Warner | Director of Business Development | N/A | Business development across digital media |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Servco Pacific Inc. | Director; currently Investment Board member | 2017–2022; current | Governance oversight; investment board contribution |
| New Energy Nexus | Director | Current | Supports clean energy entrepreneurs; ecosystem networks |
| Channel Therapeutics Corp (formerly Chromocell) | Director | Since Mar 2023 | Biotech governance; chronic pain treatment initiatives |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 500,000 | 500,000 |
| Target Bonus (% of base) | Up to 100% | Up to 100% |
| Actual Bonus Paid ($) | 375,000 | 350,000 |
| Stock Awards Grant-Date Fair Value ($) | 181,040 | 46,200 |
| All Other Compensation ($) | 29,669 | 38,839 |
Notes:
- Employment agreement effective June 14, 2022; term extended to August 31, 2026 by amendment dated May 17, 2025 .
Performance Compensation
| Component | Metric/Terms | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | Annual Goals (not disclosed) set by Board | Not disclosed | Up to 100% of base | 2023: $375,000; 2024: $350,000 | N/A |
| Restricted Stock (RS) | Equity grants to maintain aggregate RS holdings at 6% of company’s issued/outstanding at grant dates (subject to Board approval) | N/A | 6% grant mechanism | See grant details below | Time-based vesting; accelerated on certain terminations |
Restricted Stock Grant Details:
| Grant | Shares | Vesting Terms | Status/Notes |
|---|---|---|---|
| Oct 15, 2021 | 534 | 4-year vest; 25% on anniversary, then quarterly (1/16) | Time-based RS |
| Jan 3, 2022 | 409 | 3-year vest; 68 vested 7/3/2022; thereafter 34 per quarter | Time-based RS |
| Jul 3, 2023 | 2,480 | 4-year vest; 1/4 on 7/3/2024, then 1/16 quarterly | Time-based RS |
| Apr 3, 2024 | 1,848 | 4-year vest; 1/4 on 4/3/2025, then 1/16 quarterly | Time-based RS |
| Jan 2, 2025 | 116,900 | 4-year vest; 1/4 on 1/2/2026, then 1/16 quarterly | Time-based RS |
Outstanding equity awards (as of 12/31/2024):
| Name | Unvested Shares (#) | Market Value ($) |
|---|---|---|
| Chia-Lin Simmons | 4,395 | 656,760 |
Governance statement on pay vs performance:
- Company is a smaller reporting company; does not use TSR or Net Income to set pay; compensation focused on base salary and time-vested RS tied to continued employment .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 213,483 shares; less than 1% voting power |
| Components | RS grants (as listed above); 860 common shares from Aug 2024 offering; 90,452 warrants (Series A/B) at weighted exercise price $0.22; all as disclosed |
| Options | None disclosed for Simmons (director peers have options) |
| Vested vs Unvested | 4,395 unvested shares at 12/31/2024 |
| Pledging/Hedging | Hedging transactions prohibited for insiders per policy |
| Ownership Guidelines | Equity grant mechanism targeting 6% of outstanding shares held of record during term (subject to Board approval) |
Insider trading arrangements:
- Company permits Rule 10b5-1 plans; compliance with insider trading policy required .
Employment Terms
| Term | Provision |
|---|---|
| Agreement | Executive Employment Agreement effective as of June 14, 2022; amended May 17, 2025 to extend term to Aug 31, 2026 and increase change-in-control threshold from 35% to 50% |
| Base Salary | $500,000; Annual Bonus up to 100% of base tied to Annual Goals |
| Equity | Time-based RS grants from time to time to maintain aggregate RS holdings equal to 6% of outstanding at grant dates (subject to Board approval) |
| Termination (Good Reason/without Cause/death/disability) | Greater of remaining base + benefits OR 12 months salary continuation + COBRA; prorated target bonus; all unvested RS vest in full (single-trigger acceleration upon qualifying termination) |
| Change of Control | Threshold increased to 50%; historical disclosure (2022) noted 12 months base and health coverage on change-in-control termination; 6 months salary on non-extension |
| Clawbacks/Tax Gross-ups | Not disclosed |
| Non-compete/Non-solicit/Garden leave | Not disclosed |
Board Governance (Director Service, Committees, Independence)
- Board composition: Simmons (CEO), Curtis, Pettitt, Schneider (Chair), Gutierrez .
- Independence: Pettitt, Curtis, Gutierrez independent under Nasdaq rules; Chair Schneider serves as Chair of the Board and lead independent director; CEO and Chair roles are separated, providing independent oversight .
- Committees:
- Audit: Gutierrez (Chair; Audit Committee Financial Expert), Curtis, Pettitt .
- Compensation: Curtis (Chair), Schneider, Pettitt .
- Corporate Governance & Nominating: Pettitt (Chair), Curtis, Gutierrez, Schneider .
- Board meeting attendance (2024): Six meetings; all incumbent directors attended 100% except Pettitt missed one meeting .
Director Compensation (context for governance)
| Name | Fees Earned ($) | Stock Awards ($) | Stock Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| Barbara Gutierrez | 65,000 | — | 49,726 | 3,206 | 117,932 |
| Carine Schneider | 63,000 | — | 37,345 | 3,128 | 103,473 |
| John Pettitt | 85,000 | — | 49,726 | — | 134,726 |
| Robert Curtis | 63,000 | — | 49,726 | 6,364 | 119,090 |
Performance & Track Record
Recent corporate developments under Simmons’ leadership:
- Public offerings in Aug 2024 ($4.5M gross proceeds) and Feb 2025 ($14.4M gross proceeds); capital used for product development, sales/marketing, and working capital .
- Product innovation and launches across PERS devices and services; expansion into monitored services, mPERS, Freedom Alert Max, and Aster personal safety app .
- Government channel focus via VHA and GSA; risk disclosures on dependence and procurement dynamics .
Revenue and EBITDA trends:
| Metric | Q4 2023 | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|---|---|
| Revenue ($) | 2,425,689* | 2,611,083 * | 2,336,268 * | 2,705,461 | 2,249,174* | 2,591,824 | 2,853,210 | 2,915,081 |
| EBITDA ($) | (1,353,618)* | (1,587,003)* | (1,851,817)* | (1,380,372)* | (1,975,100)* | (2,144,617)* | (1,912,639)* | (1,516,589)* |
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($) | 11,916,482 * | 9,929,629 * | 9,901,987 |
| EBITDA ($) | (6,102,811)* | (6,645,997)* | (6,794,292)* |
*Values retrieved from S&P Global.
Related Party Transactions (context)
- Warrant inducement agreements with Anson and Alpha in Nov 2023; issuance of Series A/B warrants with specified terms; Alpha did not exercise existing warrants during the inducement period .
- January 2023 offering with multiple warrant issuances and investor participation (Anson and Alpha) .
Risk Indicators & Red Flags
- Hedging prohibited for insiders (reduces misalignment risk) .
- Nasdaq minimum bid price compliance challenges in 2025; subsequent OTC trading and reverse splits highlight market/liquidity risk .
- Legal proceedings: none material disclosed .
Compensation Structure Analysis
- Increased equity reliance via time-based RS awards; shift away from options for executives; director peers receive option awards .
- At-risk pay is primarily the annual cash bonus (up to 100% of base) plus time-based RS; absence of disclosed formulaic performance metrics (e.g., TSR, EBITDA) reduces pay-for-performance transparency .
- Single-trigger vesting acceleration on qualifying termination increases potential retention risk mitigation but may raise scrutiny on change-in-control protections .
Investment Implications
- Alignment: Simmons’ equity exposure through RS awards and warrants plus hedging prohibition indicate moderate alignment; however, beneficial ownership remains <1% of voting power, limiting economic alignment magnitude .
- Retention risk: Contract through Aug 2026 with severance and acceleration mitigants suggests reduced near-term attrition risk; single-trigger vesting could be viewed as shareholder-unfriendly in change-in-control scenarios .
- Performance linkage: Bonuses are goal-based but metrics are undisclosed; time-based RS reduces direct linkage to financial outcomes, making pay-for-performance assessment less robust .
- Trading signals: Multiple equity financings, reverse splits, and listing status changes point to capital needs and market volatility that could influence insider exercise behavior and selling pressure; Simmons’ warrant holdings are relatively small vs total OS, limiting direct selling impact .