Benjamin G. Wolff
About Benjamin G. Wolff
Benjamin G. Wolff, 56, is President, Chief Executive Officer, and a director of Palladyne AI Corp. (PDYN). He re-assumed the CEO role in February 2024 to lead the company’s pivot from hardware to AI/ML autonomy software (Palladyne IQ and Palladyne Pilot) following earlier service as Executive Chairman and Executive Vice Chair . He holds a B.S. from California Polytechnic State University and a J.D. from Northwestern School of Law, Lewis & Clark College; he is an inactive member of the Washington State Bar . He has been a PDYN director since September 2021 and is not independent due to his executive role .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Old Sarcos (pre-Business Combination)/Sarcos Technology & Robotics → Palladyne AI | CEO & Chairman (Old Sarcos); President (from Dec 2020); PDYN CEO/Chairman at Business Combination (Sep 2021), then Executive Chairman (Dec 2021–Feb 2023), Executive Vice Chairman (Oct 2023–Feb 2024), President & CEO (Feb 2024–present) | 2015–present (roles as listed) | Led transition from legacy robotics to AI/ML autonomy; returned as CEO to execute the 2023 strategic pivot to software . |
| Pendrell Corporation | CEO, President, Chairman | Dec 2009–Nov 2014 | Ran IP investment/asset management platform . |
| Clearwire Corporation | Co‑founder; President & CEO; Co‑Chairman | President & CEO through Mar 2009; Co‑Chairman until Oct 2011 | Built/led a public telecom operator; major company-building and M&A experience . |
| CTIA (industry association) | Director | Prior service (dates not specified) | Sector network/governance exposure . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Globalstar, Inc. (NYSE: GSAT) | Director; member of Audit and Compensation Committees; Chair, Strategic Review Committee | Current (year not specified) | Only current public board disclosed; committee leadership is directly relevant to strategic transactions . |
Fixed Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Salary ($) | 75,026 | 228,797 | |
| Bonus ($) | — | — | No annual plan participation stated for 2024 in table. |
| Stock awards ($, grant-date fair value) | 137,500 | 369,125 | |
| All other comp ($) | 35,887 (director service while non-employee) | — |
Forward base/bonus terms per Employment Agreement (effective 2025–2027):
| Year | Base salary | Target bonus opportunity | Notes |
|---|---|---|---|
| 2025 | Net cash salary ≈ $1 (after taxes/benefits withholding) | Not eligible for annual bonus plan (discretionary bonuses possible) | Extreme equity-weighted pay mix. |
| 2026 | $250,000 (pre‑withholding) | 150% of then base salary | |
| 2027 | $250,000 (pre‑withholding) | 150% of then base salary |
Performance Compensation
| Instrument | Grant/Reference | Size/Formula | Vest/Trigger | Payout mechanics |
|---|---|---|---|---|
| Time‑based Restricted Stock Award (RSA) | 2/23/2024 | 625,000 shares | 100% vested 2/23/2025; earlier vest on Change in Control (CIC) | Equity delivered; shown in 2024 stock awards value . |
| “Wolff Cash Payment” (contractual) | Employment Agreement (Dec 26, 2024) | Cash equal to 1,800,000 × stock FMV (10‑day VWAP) at trigger | Payable upon earliest of: continued service to 10/31/2027, CIC, termination by company without cause, resignation for good reason, death/disability (prorated) | Illustrative impact: $10 stock implies $18m cash obligation . |
| Proposed standalone RSA(s) outside 2021 Plan (“Wolff RSA”) | Stockholder approval sought (Proxy Proposal 3) | Up to 1,500,000 shares; each share granted reduces the 1.8m “cash” share base by 1.2 (i.e., 1.2:1 offset) | Vests on earlier of 10/31/2027 or CIC, or earlier qualifying termination; death/disability prorated | Expected single grant after approval; chosen to conserve plan shares/cash vs cash payment . |
Notes and policies:
- Hedging/pledging prohibited for insiders, but the Board granted Wolff a limited waiver to pledge a portion of shares issued under the Wolff RSA solely to fund taxes at issuance/vesting, to avoid forced tax‑related sales .
- Company adopted a clawback policy consistent with SEC/Nasdaq rules for restatements; recovery of erroneously received incentive compensation is required .
Equity Ownership & Alignment
- Beneficial ownership (3/31/2025): 1,917,476 shares (5.4% of outstanding 35,712,516) . Breakdown includes direct holdings (1,318,401), spouse (904), Mare’s Leg Capital LLC (383,119), MLC Solo 401k Trust (107,526), and 107,526 warrants exercisable within 60 days .
- Shares outstanding: 35,712,516 as of 3/31/2025 .
- Vesting/overhang considerations:
- The 625,000 RSA granted in 2024 vested on 2/23/2025, creating a near-term supply overhang at vest .
- The proposed 1,500,000 Wolff RSA would cliff‑vest by 10/31/2027 or on CIC, likely creating concentrated tax obligations; Board permitted pledging to cover such taxes to mitigate market sales pressure .
Employment Terms
| Provision | Key terms |
|---|---|
| Term | Three-year term beginning 1/1/2025 (entered Dec 26, 2024) . |
| 2025 pay | Net $1 after withholdings (full benefits eligibility); no annual bonus plan (discretionary possibility) . |
| 2026–2027 pay | $250,000 base; target annual bonus 150% of base . |
| Long-term incentive | Contractual cash formula (1.8m “shares” × stock FMV) payable at 10/31/2027, CIC, or qualifying termination; reducible via standalone RSAs up to 1.5m shares at a 1.2:1 offset . |
| Vesting of standalone RSAs | Vest on earlier of 10/31/2027 or CIC; prorata upon death/disability; single-trigger vesting on CIC . |
| Severance (non‑CIC) | If terminated without cause or for good reason: base salary through remainder of term; if termination on/after 1/1/2027, prior-year earned but unpaid bonus; lump sum equal to target bonus for each remaining year in term; COBRA premiums up to earlier of 12 months, term end, or other eligibility . |
| CIC economics | Cash formula triggered if employed through CIC; standalone RSAs single‑trigger vest on CIC; employment agreement provides excise tax gross‑up for CIC occurring on or before first anniversary after term end . |
| Clawback | Incentive compensation subject to recovery upon covered restatements . |
| IP/Restrictive covenants | Confidentiality/intellectual property agreement compliance required for severance eligibility . |
Board Governance
- Board service: Director since September 2021; current nominee for re‑election as Class I director (term to 2028 if elected) . Not independent due to CEO role .
- Committee roles: Chair, Strategic Transaction Committee (assesses M&A, capital markets, strategic opportunities) .
- Board leadership: Roles of Chair and CEO separated; independent Chair (Dennis Weibling); no Lead Independent Director currently given independent Chair .
- Attendance: Each current director attended at least 75% of Board and committee meetings in 2024 .
- Insider trading policy: Prohibits hedging/pledging/short sales/derivatives; pre‑clearance and blackout procedures; limited waiver granted only for Wolff to pledge Wolff RSA shares to cover taxes .
Related Party and Other Signals
- Insider financing: Participated alongside two directors in a 10/31/2024 insider private placement of 430,105 shares and warrants (aggregate) at $2.20/share plus $0.125/warrant; warrants exercisable at $2.30, begin six months after issuance; company raised ~$1 million from insiders .
- Vendor relationship: Sparks Marketing Group provided services; PDYN paid ~$230,000 (2023) and ~$40,000 (2024); Wolff’s brother‑in‑law works there (VP Strategic Accounts) .
- Option repricing elsewhere in management: April 2024 option repricing for seven senior employees (not Wolff) to $1.59 with vesting restarted, signaling willingness to modify underwater awards .
Performance Compensation (Detail Table)
| Metric/Plan | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| 2024 RSA (time‑based) | N/A | Service to 2/23/2025 or CIC | 100% vested 2/23/2025 | Single‑tranche vest at 1 year or CIC . |
| Wolff Cash Payment (contractual LTI) | N/A | Service to 10/31/2027 or earlier triggers | 1.8m × stock FMV at event | Cash; payable at earliest trigger; prorated on death/disability . |
| Proposed Wolff RSA(s) | N/A | Up to 1.5m shares granted; offsets cash by 1.2 per share | Equity in lieu of cash | Vest on 10/31/2027 or CIC; prorated on death/disability . |
Investment Implications
- Pay mix and alignment: 2025 net cash pay of ~$1 with no annual plan eligibility, and modest 2026–2027 base with 150% targets, concentrates compensation in equity/cash‑formula tied to stock price—strong alignment but creates large cliff events by 2027 and on CIC .
- Overhang and selling pressure: 625k shares vested on 2/23/2025; the proposed 1.5m RSAs would cliff‑vest by 10/31/2027 or on CIC, likely requiring tax funding; Board’s limited pledging waiver aims to reduce open‑market tax sales but introduces collateral risk .
- Cash conservation vs dilution: Replacing the 1.8m‑share cash formula with 1.5m RSAs at a 1.2:1 offset conserves cash (avoiding, e.g., a potential $18m payout at $10/share) but adds equity dilution and creates a significant single‑trigger vest risk on CIC .
- Governance risk flags: CEO is non‑independent director (mitigated by independent Chair); CIC excise tax gross‑up for Wolff is shareholder‑unfriendly; related‑party vendor tie exists but modest in size; willingness to reprice underwater options for other executives indicates flexibility in award terms .
- Strategic incentives: As Chair of the Strategic Transaction Committee and a sizable owner (5.4%), Wolff’s incentives are geared toward value‑realizing events by or before 10/31/2027 (CIC or sustained stock appreciation), which could inform timing/structure of strategic alternatives .
Appendix: Selected Ownership Detail (as of 3/31/2025)
- Total beneficial ownership: 1,917,476 shares (5.4%) of 35,712,516 outstanding .
- Components: direct 1,318,401; spouse 904; Mare’s Leg Capital, LLC 383,119; MLC Solo 401k Trust 107,526; plus 107,526 warrants exercisable within 60 days .