Kurt Workman
About Kurt Workman
Kurt Workman, 36, is Owlet’s co-founder, CEO and director (Class II; director since July 2021). He studied chemical engineering at Brigham Young University. On August 5, 2025, he notified the Board of his intent to resign as CEO effective October 1, 2025 and transition to Executive Chairman, with President Jonathan Harris succeeding as CEO on that date .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Old Owlet (predecessor) | Co-founder, CEO and director | 2012–2019 | Led growth from inception; oversaw R&D of key products |
External Roles
- No other public company directorships disclosed for Workman in the proxy .
Board Governance
- Board classification: 8 directors in three staggered classes (Workman is Class II; term expires at 2026 annual meeting) .
- Independence: The Board determined seven of eight directors are independent under NYSE rules; Workman, as CEO, is not independent .
- Committee assignments: Workman is not listed on the Audit, Compensation, or Nominating & Corporate Governance Committees .
- Attendance: In 2024, each incumbent director attended at least 75% of Board and committee meetings (Board 6; Audit 5; Compensation 4; Nominating 4) .
- Leadership structure: As of the proxy date, Owlet separates Chairman (Lior Susan) and CEO (Workman). Workman to become Executive Chairman effective Oct 1, 2025; Harris to become CEO .
Fixed Compensation
| Year | Base Salary ($) | Director Retainer ($) | Committee Fees ($) | Other Cash ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 375,000 | 0 (CEO does not receive director fees) | 0 | 2,150 (HSA contribution) | Base salaries of Workman and Harris set at $375k in 2024 |
Performance Compensation
| Year | Metric(s) | Target Bonus % | Payout (% of target) | Actual Bonus ($) | Disclosure Notes |
|---|---|---|---|---|---|
| 2024 | EBITDA (pre-established company-wide target) | Not disclosed | 100% | 225,000 | Bonus paid in 2025; formulaic; no discretionary adjustments |
Equity Awards and Vesting
| Grant Date | Instrument | Shares/Units | Vesting Schedule | Status/Notes |
|---|---|---|---|---|
| Sep 2024 | RSUs | 88,692 | 100% vests on Apr 15, 2026, subject to continued service | Annual grant under regular equity program |
| Various (prior) | Options | 24,785 | Exercisable as of or within 60 days of Aug 15, 2025 | Included in beneficial ownership |
| Prior | RSUs | 3,524 | RSUs vesting within 60 days of Aug 15, 2025 | Included in beneficial ownership |
Clawback policy: Compensation Committee oversees compliance with Owlet’s Clawback Policy .
Other Directorships & Interlocks
| Entity | Nature of Relationship | Details |
|---|---|---|
| Related Holders (Exchange Agreement participants) | Warrant exchange counterparties include Eclipse (affiliated with Chairman Lior Susan), Trilogy (affiliated with director Amy McCullough), director John Kim, CEO/director Kurt Workman, and >5% holders (incl. Melton Trust, Stanton/Gillespie, Litespeed) | NYSE LCM §312.03 required stockholder approval due to issuances to related persons |
Expertise & Qualifications
- Co-founder with deep company knowledge; led product R&D and growth since inception. Education in chemical engineering from BYU .
Equity Ownership
| Holder | Class A Common (shares) | % of Class A | Series A Preferred (shares) | % of Series A | Series B Preferred (shares) | % of Series B | Combined Voting Power | Breakdown Notes |
|---|---|---|---|---|---|---|---|---|
| Kurt Workman | 531,097 | 3.1% | 200 | 1.7% | — | — | 1.9% | Includes 194,282 shares held directly, 148,157 held by spouse, 24,785 options exercisable within 60 days, 3,524 RSUs vesting within 60 days, 29,154 shares issuable upon conversion of Series A, and 131,195 shares issuable upon exercise of Series A warrants |
| 2023 Private Placement (historical) | — | — | 500 | — | — | — | — | Workman purchased 500 Series A Preferred and 131,195 Series A warrant shares for $500,000 aggregate purchase price |
| 2025 Warrant Exchange (proposed) | 80,235 (to be issued) | — | — | — | — | — | — | Workman would receive 80,235 shares upon consummation of Exchanges, subject to stockholder approval |
- Shares pledged as collateral: Not disclosed in proxy .
- Anti-hedging/insider trading policy referenced in proxy index; specific provisions not detailed in excerpts .
Employment & Contracts
- Executive Change-in-Control Severance Plan (Aug 2023): Upon a qualifying termination (without cause or for good reason) within 3 months prior to or 12 months post-change-in-control, Workman eligible for:
- Cash: 12 months base salary plus target bonus (prorated for year of termination) .
- Benefits: 12 months continued health coverage (or until eligible under another employer) .
- Equity: Accelerated vesting of all outstanding unvested equity awards .
- Prior offer letter terms superseded by CIC Severance Plan .
Director Compensation Context (for comparison)
- Non-employee director program: $50,000 annual Board retainer; $32,500 Audit Chair retainer; annual RSUs valued at $150,000 using 30-trading-day average price; directors can elect cash/RSUs; 2024 RSUs vested immediately (exception to normal schedule) .
- Workman receives no additional director compensation while serving as CEO; his compensation is reported under executive compensation .
Governance Assessment
- Strengths:
- Board maintains independent oversight with seven independent directors; committees composed entirely of independent directors (Audit: Durr Chair; members Kim, Stoll; Compensation: Burke Chair; members Gonzales, Kim; Nominating: McCullough Chair; members Durr, Susan) .
- Clear risk oversight allocations (Audit: enterprise and financial risk incl. cybersecurity; Compensation: pay-related risk; Nominating: independence and ESG oversight) .
- Use of independent compensation consultant (Korn Ferry) with independence evaluation; assisted in benchmarking and bonus/retention design in 2024 .
- 2024 bonus based on pre-established EBITDA metric; payouts at 100% of target with no discretion—supports pay-for-performance .
- Special Committee formed to address related-party warrant exchanges; engaged William Blair; arm’s-length negotiation; Board required Special Committee recommendation prior to action—mitigates conflict risk .
- Risks/Red Flags:
- Not independent director due to executive role; will become Executive Chairman, potentially concentrating influence and affecting board independence optics .
- Participation in related-party Warrant Exchange (80,235 shares if consummated) alongside directors affiliated with large holders—requires vigilant conflict management; transaction subjected to stockholder approval under NYSE rules .
- Significant beneficial ownership includes spouse holdings, options, RSUs, and warrants—alignment is strong but warrant/convertible exposure adds structural complexity .
- Capital structure complexity (Series A/B Preferred and large warrant overhang) acknowledged by Board as investor concern; Exchanges intended to simplify, but execution and fairness perception are critical .
Appendix: Detailed Compensation Table (Executive)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 375,000 | 384,923 | 225,000 | 2,150 | 987,073 |
| 2023 | 266,827 | — | — | 2,300 | 269,127 |
Equity grant practices: Committee grants on predetermined annual schedule and avoids timing near MNPI per SAB 120; no options or similar instruments were granted to NEOs in blackout-adjacent periods during 2024 .
Equity program instruments: options, RSUs, RSAs, PRSUs (none granted in 2024) .
Related-Party Transactions Oversight
- Audit Committee reviews and approves related person transactions; Board maintains written policy for such transactions .
- 2025 Exchange Agreement: Special Committee (Durr, Burke, Gonzales, Stoll) empowered to negotiate/approve; William Blair retained for advice; $650,000 advisory fee plus up to $100,000 expenses; no fairness opinion rendered .
Notes on Say-on-Pay & Shareholder Feedback
- Say-on-pay results not disclosed in the provided excerpts; the proxy indicates voting results will be reported via Form 8-K after the annual meeting .
Director Stock Ownership Guidelines
- Grants to directors typically vest after one year; in some circumstances vest immediately. Non-employee director annual RSU award valued at $150,000 per policy . Specific ownership guideline multiples for executives/directors not disclosed in the provided excerpts .