Robert Mahan
About Robert Mahan
Robert M. Mahan, CPA, is Chief Financial Officer of Network-1 Technologies (NTIP), appointed December 21, 2022, serving on a consulting basis at $175,000 per year . He previously held CFO and interim CFO roles across technology and services companies and founded a management consulting firm; age 56 at appointment per the 8-K . Company performance during his tenure shows net losses and declining TSR: NTIP reported net losses of $2.326M (2022), $1.457M (2023), and $3.034M (2024); TSR (value of $100 invested on 12/31/2020) moved from $64 (2022) to $66 (2023) to $43 (2024) . NTIP has a clawback policy adopted in 2023 and an anti-hedging/anti-pledging policy for executives and directors, aligning governance with investor interests .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PricewaterhouseCoopers | Audit Practice | 1989–1992 | Foundational public company audit experience |
| Tommy Hilfiger USA, Inc. | Controller/Division CFO | 1992–2001 | Led divisional finance/controls in consumer brand |
| SkyBell Technologies, Inc. | Chief Financial Officer | 2016–2019 | Finance leadership in smart home hardware |
| XWELL, Inc. (NASDAQ: XWEL) | Interim Chief Financial Officer | 2019–2021 | Public company interim CFO during restructuring/operations in airports |
| Loft Orbital Solutions, Inc. | Interim Chief Financial Officer | 2021–2022 | Finance lead for space infrastructure/satellites |
External Roles
| Organization | Role | Years |
|---|---|---|
| Management and Financial Services, Inc. | President | 2011–present |
| Back Office Staffing Solutions, LLC (private) | Chief Financial Officer | March 2023–present |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $175,000 | $175,000 |
| Bonus ($) | $0 | $25,000 (discretionary) |
| All Other Compensation ($) | $0 | $3,750 (dividend equivalent rights on RSUs) |
| Total ($) | $290,000 | $203,750 |
| Engagement Status | Consulting CFO, $175,000 per annum | Consulting CFO, $175,000 per annum |
Performance Compensation
RSUs and Options
| Grant Type | Grant Date | Shares | Grant Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs | Sep 8, 2023 | 50,000 | $115,000 (reported in 2023 SCT stock awards) | 25,000 on Sep 8, 2024; 25,000 on Sep 8, 2025 (time-based, continued service) | Outstanding at 12/31/2023: 50,000 unvested |
| Stock Options | — | — | — | — | Company reported no outstanding stock options for NEOs |
Annual Bonus Plan
| Year | Target | Actual Paid | Metric/Weighting | Vesting |
|---|---|---|---|---|
| 2024 | Not disclosed | $25,000 (discretionary) | Not disclosed | Cash, paid |
| 2023 | Not disclosed | $0 | Not disclosed | — |
No specific performance metrics (e.g., revenue/EBITDA/TSR weightings) tied to Mahan’s compensation were disclosed; RSU awards appear time-based with service conditions .
Equity Ownership & Alignment
| Item | 2023 | 2024 | 2025 |
|---|---|---|---|
| Beneficial Shares Owned (as of July) | — (none listed) | — (none listed) | 25,000 shares (<1%) |
| Unvested RSUs (year-end or as noted) | 50,000 (12/31/2023) | 25,000 (12/31/2024) | 25,000 (do not vest within 60 days from July 1, 2025) |
| Options (Exercisable/Unexercisable) | None | None | None |
| Hedging/Pledging | Prohibited by company policy (no hedging, margin, short sales, or pledging) | Prohibited | Prohibited |
Stock ownership guidelines for executives are not disclosed; anti-hedging/anti-pledging policy materially reduces misalignment and forced selling risk from margin/pledging .
Employment Terms
- Appointment: Elected CFO effective December 21, 2022; consulting basis at $175,000 per annum .
- 2024/2023 Proxy Narrative: Confirms consulting CFO role and compensation; 2024 discretionary bonus $25,000; RSU grant 50,000 with 2024/2025 vesting schedule .
- Severance, change-of-control, non-compete: Not disclosed for Mahan in proxies; CEO Horowitz terms are disclosed separately and not applicable to Mahan .
- Clawback: Company adopted SEC/NYSE-compliant compensation recovery policy in 2023 .
Performance & Track Record (Company-Level during Mahan’s tenure)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income (Loss) ($USD) | $(2,326,000) | $(1,457,000) | $(3,034,000) |
| TSR – Value of $100 Invested (12/31/2020 Base) | $64 | $66 | $43 |
Compensation Committee Analysis
- The Compensation Committee consists of independent directors Allison Hoffman (Chair) and Niv Harizman; it oversees officer and director compensation plans/policies/programs .
- All NEO compensation decisions are made by the Compensation Committee; CEO makes recommendations, committee retains full discretion .
- Equity grant policy: Company primarily uses RSUs and has not awarded stock options for years; policies consider material non-public information for timing if options are granted in the future .
Say-on-Pay & Shareholder Feedback
- September 2023 say-on-pay: Approved by a majority of votes cast; committee retained general approach thereafter .
Investment Implications
- Alignment: Time-based RSUs with 2024 and 2025 tranches plus anti-hedging/anti-pledging policy indicate alignment and limit leverage-related forced sales; absence of options reduces volatility of insider exercises .
- Retention/overhang: A remaining 25,000 RSUs vest on September 8, 2025, creating a foreseeable liquidity event; 2025 beneficial ownership shows 25,000 vested shares and 25,000 unvested RSUs, suggesting moderate near-term selling pressure around vest dates merits monitoring .
- Pay-for-performance: Discretionary cash bonus and time-based RSUs without disclosed hard performance metrics point to retention/continuity emphasis rather than strict performance linkage; company-wide clawback partially addresses governance risk amid recent net losses and weak TSR .
- Role breadth: Concurrent external CFO and consulting roles imply NTIP leverages Mahan’s finance capabilities flexibly; investors should assess capacity and focus relative to NTIP’s patent-licensing business model and capital allocation priorities .