Todd Aman
About Todd Aman
Senior Vice President, General Counsel & Secretary (Aug 2022–present), elevated to Chief Legal & Administrative Officer by Oct 31, 2025 . Age 41; JD magna cum laude and LL.M. in Securities & Financial Regulation from Georgetown Law; BA (Political Theory and Religious Studies) from University of Virginia . Company performance under his tenure: FY2024 revenue $120.3m vs $132.6m in FY2023; GAAP net income swung to +$9.5m in FY2024; Adjusted EBITDA improved to $9.8m and 8% margin, reflecting a $17m YoY improvement and 1400 bps margin expansion, driven by divestitures and cost discipline .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FLIR Systems, Inc. | Associate General Counsel – Corporate & Securities; Assistant Secretary | Pre-2019 (exact years not disclosed) | Public company corporate/securities counsel supporting global sensor technology operations |
| Gannett Co., Inc. | Assistant General Counsel; Assistant Secretary | 2016–2019 | Supported corporate legal matters during large media company transformation/acquisition period |
| Hogan Lovells US LLP | Corporate attorney (SEC Advisory & Capital Markets) | Prior to 2016 | Advised issuers on SEC, capital markets, and disclosure controls |
External Roles
No public company directorships or outside board roles disclosed for Aman .
Fixed Compensation
Aman’s specific base salary, target bonus %, and actual bonus are not individually disclosed (smaller reporting company format limits named executive officer detail to CEO and two top-paid executives) . Company structure for executives includes: base salary set by employment agreements; annual cash bonus via a Short-Term Incentive Plan (STI) tied to GAAP revenue, Annual Recurring Revenue (ARR), and Adjusted EBITDA; and long-term equity (RSUs/options) .
Performance Compensation
2024 STI Plan mechanics and outcomes (applies to executive officers):
| Metric | Weight | Threshold (50% payout) | Target (100%) | Maximum (200%) | 2024 Actual | 2024 Measure Payout |
|---|---|---|---|---|---|---|
| GAAP Revenue ($m) | 40% | 123.0 | 127.2 | 131.0 | 120.3 | 0% (below threshold) |
| Annual Recurring Revenue ($m) | 35% | 116.0 | 121.9 | 126.0 | 107.0 | 0% (below threshold) |
| Adjusted EBITDA ($m) | 25% | 7.0 | 9.5 | 12.0 | 9.8 | 100% (at/above target) |
- Composite “Initial Bonus Amount” for participating officers: 25% of target bonus, before individual and culture & inclusion modifiers of up to ±10% each (max ±20%) .
Equity Ownership & Alignment
- Stock ownership guidelines: CEO ≥6x base salary; COO/CFO ≥3x; other senior executives ≥2x (Aman fits “other senior executives”) .
- Hedging/pledging prohibited: short sales, derivatives, collars, monetization strategies; and pledging company shares are banned for directors, officers, employees .
- Insider filing/compliance: Company disclosed one late Section 16 filing for Aman reporting a July 2024 equity grant (alongside other executives/directors) .
- Typical vesting patterns for 2024 executive grants (as reference for alignment and retention mechanics):
- RSUs: one-third on anniversary of grant, then quarterly in 1/12 increments over two years .
- Options: 25% after one year, then quarterly in 1/16 increments over three years .
- Beneficial ownership detail for Aman not itemized in proxy’s executive ownership table (table lists directors and named executive officers only) -.
Employment Terms
Company-wide frameworks relevant to Aman’s role:
| Provision | Standard Severance | Change-in-Control Severance |
|---|---|---|
| Eligibility | Executive team members designated by Compensation Committee (or employment agreement terms) | Executive team members designated; applies to terminations within 6 months before or 12 months after CIC |
| Cash severance | 1.0x (base salary + target bonus) | 1.5x (base salary + target bonus) |
| Equity vesting | 12 months of accelerated service-based vesting; performance portions continue if goals are met | Full accelerated service-based vesting; performance portions continue if goals are met |
| COBRA subsidy | 12 months (100%) | 18 months (100%) |
- Confidentiality, inventions assignment, and related covenants: the company uses standard Employee Confidentiality and Invention Assignment Agreements for all employees, with customary non-solicit/IP provisions; executives’ non-compete terms are commonly framed at 12 months in named agreements (illustrative from executive contracts) .
- Arbitration/indemnification: executive agreements include arbitration and advancement/indemnification provisions for legal proceedings in the ordinary course of service (illustrative from executive contracts) .
Company Performance (context for pay-for-performance alignment)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| GAAP Revenue ($m) | 132.6 | 120.3 |
| GAAP Net Income ($m) | (115.5) | 9.5 |
| Adjusted EBITDA ($m) | (7.5) | 9.8 |
| Adjusted EBITDA Margin (%) | (6%) | 8% |
Key drivers disclosed: divestitures of non-core businesses (Board.org, Aicel, Oxford Analytica, Dragonfly), debt reduction, cost efficiencies, and the launch of PolicyNote (AI-first platform) .
Governance & Policies impacting Aman’s role
- Insider Trading Policy: blackout periods, pre-clearance, prohibitions on hedging and pledging; grants generally avoided near earnings events, though 2024 options for the executive team were awarded during a blackout after extended committee deliberation (July 2024) .
- Board/committee oversight: Audit, Compensation, and Governance Committees comprised of independent directors (company is a “controlled company” but does not currently rely on exemptions); lead independent director in place -.
- Capital structure governance context: Class B shares (25 votes/share) concentrated with co-founders; controlled company status; prior NYSE notice regarding minimum price compliance (since regained) .
Investment Implications
- Strong pay-for-performance linkage in 2024: STI paid only on EBITDA performance; revenue/ARR misses reduced cash payouts (initial payout 25% of target), anchoring executive cash incentives to profitability/funding discipline .
- Alignment and retention: Stock ownership guidelines (≥2x salary for senior execs), ban on hedging/pledging, and multi-year RSU/option vesting support retention and alignment; late Section 16 filings (including Aman’s July 2024 grant) appear administrative rather than structural misalignment .
- Change-in-control protection: Standard/increased severance frameworks (cash + accelerated vesting + COBRA) could reduce retention risk in strategic scenarios; exact participation for Aman not disclosed, but GC roles are typically included in executive plans .
- Execution focus: Company narrative emphasizes cost discipline, deleveraging, and AI-led product consolidation (PolicyNote), with EBITDA and margin trajectory supportive of incentive frameworks that Aman, as chief legal/admin officer, helps govern and enforce -.
Note: Aman’s individual salary, target bonus %, equity grant sizes, vesting tranches, and beneficial ownership are not disclosed in named executive detail. Where specific GC data is unavailable, plan structures, outcomes, and policies are presented at the company/executive program level based on definitive filings.
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