Jonathan Greene
About Jonathan Greene
Jonathan E. Greene, age 63, is Executive Vice President and Secretary of Network-1 Technologies, Inc., serving as EVP since October 2013 and as a member of the Board since September 2022; he is also a member of the Strategic Development Committee, bringing engineering/technical expertise to patent acquisition, licensing, and enforcement . Company pay-versus-performance disclosures show cumulative TSR from a fixed $100 investment of $64 (2022), $66 (2023), and $43 (2024) alongside net losses of $(2.326) million, $(1.457) million, and $(3.034) million, framing the performance backdrop for executive compensation outcomes . Insider trading/ownership policies prohibit hedging, short sales, margin accounts, derivatives, and pledging of company stock, strengthening alignment safeguards .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Network-1 Technologies, Inc. | Senior VP Marketing & Business Development | Dec 2001–Dec 2002 | Led marketing and BD when Network-1 was engaged in security software development/marketing/licensing |
| FalconStor Software, Inc. | Director of Product Management | Jan 2003–Jul 2003 | Product management in storage management software |
| Panacya Inc. | SVP Marketing | Dec 1999–Sep 2001 | Marketing leadership at service management software vendor |
| Avatier Corporation | Marketing Consultant | Apr 2006–Feb 2009 | Identity management software market analysis |
| Neartek, Inc. | Consultant | Aug 2003–Oct 2003 | Storage management software consulting |
| Kavado Inc. | Consultant | Nov 2003–Dec 2004 | Security software consulting |
External Roles
- No external public company directorships disclosed for Mr. Greene .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $200,000 | $200,000 |
| Target Bonus (%) | Not disclosed | Not disclosed |
| Actual Cash Bonus ($) | $25,000 (discretionary) | $50,000 (discretionary) |
| All Other Compensation ($) | $30,409 (401(k) match/profit sharing $29,659; RSU dividends $750; medical premium reimbursement $14,952) | $53,491 (401(k) match/profit sharing $30,000; RSU dividends $750; medical premium reimbursement $22,741) |
| Total Compensation ($) | $289,309 | $335,741 |
Notes:
- Bonuses are discretionary; no disclosed formula, weighting, or performance metrics for Mr. Greene .
- The company is a smaller reporting company and does not provide a CD&A; Compensation Committee of independent directors determines pay annually .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Discretionary (no stated metrics) | N/A | N/A | 2023: $25,000; 2024: $50,000 | Cash | N/A |
| RSU Award (Grant 1) | Time-based RSUs | N/A | N/A | 15,000 RSUs granted Jan 8, 2024 | Equity (grant-date FV $33,900 for 2023 SCT; $32,250 for 2024 SCT reflects RSU awards recorded in each year) | 50% vest Jan 8, 2025; 50% vest Jan 8, 2026 |
| RSU Award (Grant 2) | Time-based RSUs | N/A | N/A | 25,000 RSUs granted Jan 2, 2025 | Equity | 50% vest Jan 2, 2026; 50% vest Jan 2, 2027 |
Outstanding and recent vestings (as of 12/31/2024 and early 2025):
- 22,500 unvested RSUs at 12/31/2024; 7,500 vested Jan 8, 2025; 7,500 vested Jan 24, 2025; 7,500 vest Jan 8, 2026, subject to continued employment .
Pay-versus-performance context (Company-level):
- TSR value of $100 investment: $64 (2022), $66 (2023), $43 (2024); Net income (loss): $(2.326)mm, $(1.457)mm, $(3.034)mm, respectively .
Clawback:
- Compensation recovery policy adopted in 2023, compliant with SEC/NYSE, allowing recovery of incentive compensation tied to material restatements .
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Beneficial Ownership (shares) | 113,259 shares (excludes 22,500 RSUs not vesting within 60 days of July 1, 2025) |
| Ownership as % of Outstanding | Less than 1% (base 22,844,798 shares outstanding as of July 1, 2025) |
| Unvested RSUs (12/31/2024) | 22,500 RSUs |
| Options Outstanding | None; company has not awarded stock options in recent years |
| Anti-Hedging/Pledging | Hedging, short sales, derivatives, margin accounts, and pledging prohibited for officers/directors |
| Director Compensation (as NEO) | No director fees; NEOs receive no compensation for director service |
| Committee Pay | Not compensated as member of Strategic Development Committee |
| Ownership Guidelines | Not disclosed |
Vesting schedule drivers (potential selling/tax withholding events):
- 7,500 RSUs vest Jan 8, 2026 (from 2024 grant); 12,500 RSUs vest Jan 2, 2026 and 12,500 Jan 2, 2027 (from 2025 grant), subject to continued employment .
- Attempted Form 4 retrieval via insider-trades skill for 2023–2025 failed due to API authorization; thus, recent sale/exercise patterns could not be analyzed. We searched NTIP Form 4 transactions for “Jonathan Greene” but encountered a 401 unauthorized error.
Employment Terms
| Term | Details |
|---|---|
| Employment Status | At-will Executive Vice President & Secretary |
| Base Salary | $200,000 |
| Bonus Policy | Discretionary annual bonuses (e.g., $50,000 in 2024; $25,000 in 2023) |
| Severance | Not disclosed for Mr. Greene |
| Change-in-Control | Not disclosed for Mr. Greene |
| Non-Compete | Not disclosed for Mr. Greene (CEO non-compete disclosed separately) |
| Clawback | Adopted 2023 per SEC/NYSE rules |
Board Governance
- Board Service: Director since September 2022; member of Strategic Development Committee (Chair: Niv Harizman) .
- Independence: Mr. Greene is a management director; committees are composed of independent directors except Strategic Development Committee includes Mr. Greene; Board has two independent directors (50% of Board) per NYSE American independence standards .
- Leadership Structure: CEO (Corey M. Horowitz) is also Chairman; no Lead Independent Director; Audit Committee meets in executive session; independent directors meet without management at least annually .
- Meetings/Attendance: In 2024, Board held six meetings; committees met as follows—Audit: 4, Compensation: 1, Nominating & Corporate Governance: 2; each director attended at least 75% of Board and committee meetings; all directors attended the Annual Meeting .
Director Compensation (context for governance):
- Non-management directors receive $40,000 cash retainer plus committee fees (Audit Chair $7,500; members $5,000; other committees Chair $3,750; members $2,500) and 15,000 RSUs vesting quarterly; Mr. Greene, as an executive, does not receive director compensation and is not compensated for Strategic Development Committee membership .
Compensation Structure Analysis
- Mix: Greene’s compensation is primarily fixed salary with discretionary cash bonus and time-based RSUs; no disclosed performance-metric weighting or PSUs; no options outstanding for NEOs as of 12/31/2024 .
- Year-over-Year: Cash bonus increased from $25,000 (2023) to $50,000 (2024); RSU grant activity includes a 15,000 grant in 2024 and 25,000 grant in 2025 with multi-year vesting .
- Policies: 2023 clawback adopted; strict anti-hedging/pledging policies in place; no tax gross-ups disclosed; perquisites include 401(k) match/profit sharing, dividend equivalents on vested RSUs, and medical premium reimbursement .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay: Majority approval of NEO compensation; Compensation Committee retained general approach following shareholder support .
Investment Implications
- Alignment: Greene holds 113,259 shares (<1% of outstanding); unvested RSUs provide ongoing equity exposure; prohibitions on pledging/hedging mitigate misalignment risks .
- Near-term Supply Pressure: RSU vesting milestones in 2026–2027 could trigger tax withholding or sales; Form 4 analysis was attempted but unavailable due to API authorization, so real-time selling pressure cannot be confirmed .
- Pay-for-Performance: Bonuses are discretionary without disclosed metrics; RSUs are time-based rather than performance-based, which may reduce sensitivity to TSR/net income outcomes given recent losses and weak TSR in 2024 .
- Governance: CEO/Chairman dual role and absence of Lead Independent Director are governance watchpoints; however, committees are independent and meet in executive session; Greene’s presence on Strategic Development Committee as a non-independent member should be monitored for potential independence concerns .
- Retention: At-will status plus ongoing RSU vesting suggests moderate retention hooks; lack of disclosed severance/change-in-control terms for Greene implies limited contractual protections; clawback adoption adds accountability .