Corey Horowitz
About Corey Horowitz
Corey M. Horowitz is Chairman and Chief Executive Officer of Network-1 Technologies, Inc. (NTIP) and also serves as Chairman of the Board; he has been CEO since December 2003, Board Chair since January 1996, and a director since April 1994 . He is 70 years old (as of the 2025 proxy) and is recognized for executive experience in intellectual property, private equity, and corporate transactions; he also serves on ILiAD Biotechnologies’ Board of Managers and the University of Michigan Life Sciences Institute Leadership Council . NTIP’s pay-versus-performance disclosure shows total shareholder return value of a fixed $100 investment at $43 (2024), $66 (2023), and $64 (2022), alongside net income (loss) of $(3.034) million (2024), $(1.457) million (2023), and $(2.326) million (2022) . Under his leadership, the company reports cumulative licensing revenue exceeding $188 million from the Remote Power Patent (through Sept 30, 2025) and $47.15 million from the Mirror Worlds portfolio (through Sept 30, 2025) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Network-1 Technologies, Inc. | Chairman & CEO | Dec 2003–present | Leads IP acquisition, licensing, and monetization strategy . |
| Network-1 Technologies, Inc. | Chairman of the Board | Jan 1996–present | Board leadership; oversight of strategy and governance . |
| Network-1 Technologies, Inc. | Director | Apr 1994–present | Long-tenured director; continuity of IP-focused strategy . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ILiAD Biotechnologies, LLC | Board of Managers | Since Dec 2018 | Oversees private biotech investment tied to NTIP portfolio strategy . |
| Univ. of Michigan Life Sciences Institute | Leadership Council member | Not disclosed | External network/insight; advisory engagement . |
Fixed Compensation
| Metric (CEO) | 2023 | 2024 |
|---|---|---|
| Base salary (paid) | $545,572 | $562,515 |
| Target annual bonus | $175,000 (per agreement) | $175,000 (per agreement) |
| Discretionary annual bonus (paid) | $175,000 | $125,000 |
| 401(k) match + profit sharing | $43,500 | $46,000 |
| Director fees | Not paid to NEOs as directors | Not paid to NEOs as directors |
Notes:
- Employment agreement (Mar 22, 2022) sets base salary at $535,000 with 3% annual increases and a $175,000 target bonus .
Performance Compensation
Cash incentives and revenue-share incentive
| Component | Metric | 2023 Actual | 2024 Actual | Mechanism |
|---|---|---|---|---|
| Discretionary bonus | Board discretion | $175,000 | $125,000 | Annual discretionary cash bonus . |
| Incentive compensation | % of IP licensing proceeds | $130,000 | $5,000 | 5% of gross royalties on Remote Power Patent; 10% net on other portfolios (min 6.25% of gross), payable while serving as executive; certain post-employment continuation terms apply . |
- Pay-versus-performance context (company-wide): TSR value of $100 investment was $66 (2023) and $43 (2024); net income (loss) was $(1.457) million (2023) and $(3.034) million (2024) .
Long-term equity (RSUs)
Grant: 600,000 RSUs to CEO on March 22, 2022 under the 2013 Plan .
| Tranche | Shares | Vesting trigger | Status / dates |
|---|---|---|---|
| Tranche 1 | 175,000 | Time-vest: 100,000 on Mar 22, 2023; 75,000 on Mar 22, 2024 (continued employment condition) | Vested: 100,000 (3/22/2023), 75,000 (3/22/2024) . |
| Tranche 2 | 150,000 | Stock price ≥ $3.50 for 20 consecutive trading days during term + continued employment | Unvested as of 12/31/2024; part of 425,000 unvested RSUs . |
| Tranche 3 | 150,000 | Stock price ≥ $4.00 for 20 consecutive trading days during term + continued employment | Unvested as of 12/31/2024; part of 425,000 unvested RSUs . |
| Tranche 4 | 125,000 | Stock price ≥ $4.50 for 20 consecutive trading days during term + continued employment | Unvested as of 12/31/2024; part of 425,000 unvested RSUs . |
Additional equity terms:
- Change in control / termination protections: If change of control, termination other than for cause, or termination by CEO for good reason prior to term end, vesting of RSUs in Tranches 2–4 accelerates (become fully vested) . Employment termination provisions also provide accelerated vesting of all unvested options, RSUs, or other awards in certain terminations (see Employment Terms) .
- Dividend equivalent rights accrue on RSUs .
- Company has favored RSUs and has not recently granted options; no options outstanding for NEOs at 12/31/2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 6,797,337 shares as of July 1, 2025 . |
| % of shares outstanding | 29.7% (22,844,798 shares outstanding at record date) . |
| Ownership breakdown | 3,983,954 directly; 2,157,097 via CMH Capital Management Corp. (solely owned); 134,275 via CMH Capital Mgmt Corp. Profit Sharing Plan (Horowitz as trustee); 67,470 spouse; 452,250 in children’s trusts/custodian; 2,291 via Horowitz Partners (GP) . |
| Unvested RSUs (12/31/2024) | 425,000 unvested RSUs; market value $566,250 at $2.18 closing price on last trading day of 2024 . |
| Options | None outstanding at 12/31/2024 . |
| Hedging/pledging | Company policy prohibits hedging, margin, derivatives, short sales, and pledging by directors and executive officers . |
| Director ownership vs fees | NEOs do not receive director fees (reinforces alignment via equity/comp) . |
Trading/float context:
- NTIP maintains an active buyback: remaining authorization ~$4.92 million as of 9/30/2025; repurchased 208,178 shares YTD 2025 at avg $1.35; cumulative 10,582,410 shares repurchased since inception (avg $1.91) . This can offset potential supply from future RSU vesting and reduces float .
Employment Terms
| Term | Detail |
|---|---|
| Agreement date/term | Employment agreement dated March 22, 2022; four-year term (through March 22, 2026) . |
| Base salary | $535,000 with 3% annual increases during term . |
| Target bonus | $175,000 per year (performance-based); actual bonuses have been discretionary plus incentive component (see above) . |
| Incentive compensation | 5% of gross royalties from Remote Power Patent; 10% net (min 6.25% gross) for other patent licensing/ILiAD-related activities while serving as executive . |
| Post-employment incentive | Continues for life of relevant patents for licenses entered during term or thereafter, unless terminated for cause or resigned without good reason; company may extinguish right upon M&A by paying fair market value determined by third-party expert if needed . |
| Severance (qualifying) | If terminated other than for cause or resigns for good reason: lump-sum 12 months base salary; pro-rated portion of $175,000 target bonus if criteria satisfied; accelerated vesting of all unvested options/RSUs/other awards . |
| Change-of-control equity | RSUs in Tranches 2–4 accelerate upon change of control, termination other than for cause, or resignation for good reason before term end . |
| Restrictive covenants | Non-compete: during term and 12 months post-termination if terminated other than for cause and severance paid; two years if terminated for cause or resigns without good reason . |
| Clawback policy | Adopted 2023; compliant with SEC/NYSE rules; enables recovery of excess incentive comp upon material restatement . |
| Anti-hedging/pledging | Prohibited per insider trading policy . |
Board Governance and Dual-Role Implications
- Board composition and independence: Two of four directors are independent (Allison Hoffman and Niv Harizman) under NYSE American rules .
- Leadership structure: Horowitz serves as both CEO and Chairman; there is no Lead Independent Director .
- Committee structure (all independent members except noted): Audit (Hoffman, Chair; Harizman), Compensation (Hoffman, Chair; Harizman), Nominating & Corporate Governance (Harizman, Chair; Hoffman), Strategic Development (Harizman, Chair; Jonathan Greene as member) .
- Executive sessions and attendance: Audit Committee regularly meets in executive session without management; independent directors meet without management at least annually; all directors attended at least 75% of Board and committee meetings in 2024 .
- Director compensation: Non-management directors receive cash retainers and RSUs; NEOs do not receive director compensation .
Implication: CEO/Chair dual role without a Lead Independent Director concentrates authority; however, NTIP mitigates with 50% independent board and fully independent key committees .
Say-on-Pay & Shareholder Feedback
- Say-on-pay received majority support at the September 2024 annual meeting; Compensation Committee retained its approach thereafter .
Performance & Track Record Indicators
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| PEO (CEO) SCT Total ($) | $1,922,615 | $904,072 | $753,515 |
| PEO Compensation Actually Paid (CAP) ($) | $1,692,636 | $764,228 | $409,574 |
| TSR value of fixed $100 (year-end) | $64 | $66 | $43 |
| Net income (loss) ($) | $(2,326,000) | $(1,457,000) | $(3,034,000) |
Additional operating context:
- Q3 2025 results: no revenue in the quarter; nine-month 2025 revenue $150,000 from settlements; net loss $(560,000) for Q3; cash and marketable securities $37.1 million at 9/30/2025 .
- Litigation and portfolio activity in 2025: commenced HFT litigation vs. Optiver and M2M/IoT litigation vs. Samsung; acquired Smart Home Patent Portfolio; supports revenue-monetization strategy .
Compensation Structure Analysis
- Mix shift and sensitivity: 2024 total bonus dropped to $130,000 from $305,000 in 2023, driven by lower licensing incentive ($5,000 vs $130,000), evidencing pay sensitivity to monetization outcomes .
- Equity structure: CEO’s largest equity was granted in 2022 (600,000 RSUs; $1,102,940 grant-date fair value in SCT), with price-hurdle vesting and no new CEO stock awards recorded in 2023–2024 SCT; company favors RSUs and had no options outstanding at year-end 2024 .
- Governance features: Clawback in place; anti-hedge/pledge policy reduces misalignment risk .
- Potential supply dynamics: 425,000 unvested RSUs at 12/31/2024 could vest upon price hurdles or qualifying events; ongoing buybacks reduce float and could counteract issuance overhang .
Risk Indicators & Red Flags
- Dual role without Lead Independent Director (governance concentration risk) .
- Incentive compensation continues for life of patents under certain conditions—even post-employment—which can be perceived as atypical; company can extinguish via lump-sum in an M&A scenario .
- Negative net income over 2022–2024 while paying discretionary bonuses (board-determined) .
- Hedging/pledging mitigants: strict prohibitions in policy .
Investment Implications
- Alignment: Very high insider ownership (~29.7%) tightly aligns CEO with shareholders and limits float, which can amplify trading moves on catalysts .
- Event-driven pay: CEO cash incentives are directly tied to licensing outcomes; this can create favorable pay-for-performance when monetization accelerates, but can compress cash compensation in soft periods (as seen in 2024) .
- Equity overhang vs buybacks: 425,000 unvested RSUs present potential supply if performance triggers are met; buyback authorization and execution have reduced the share count and may help absorb issuance .
- Governance: Absence of a Lead Independent Director is a governance watch item, partially mitigated by independent committee leadership and executive sessions .
- Litigation pipeline: Active litigation (HFT, M2M/IoT) and new portfolios introduce binary outcomes that can influence both results and incentive payouts—key trading catalysts for NTIP under this leadership .
Appendix: Key Contract and Governance Excerpts
- Employment agreement core terms (salary escalator, $175k target bonus, RSU schedule, incentive compensation %, severance/COC, non-compete) .
- Anti-hedging/anti-pledging policy .
- Board/committee composition and independence .
- Say-on-pay approval (majority support) .