Kristi Martindale
About Kristi Martindale
Kristi Martindale is Chief Commercial Officer (CCO) at Palladyne AI Corp. (PDYN), appointed to the CCO role in March 2024 and determined to be an executive officer on February 19, 2025 . She holds a B.S. in Business Administration and Management from the University of La Verne . Her current employment started March 1, 2024 under an employment agreement with Sarcos Corp. (now PDYN) . Company performance during her tenure reflects early-stage commercialization: in Q1 2025, net revenue fell 50% year over year to $1.7M while PDYN reported $22.8M net income largely driven by warrant liability mark-to-market gains .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Palladyne AI (PDYN) / Sarcos | Executive Vice President & Chief Product & Marketing Officer | Sep 2021–Sep 2023 | Led product planning and marketing; transitioned to consultant post-pivot . |
| Palladyne AI (PDYN) | Consultant | Sep 2023–Mar 2024 | Supported commercialization pivot prior to CCO appointment . |
| Palladyne AI (PDYN) | Chief Commercial Officer | Mar 2024–present | Oversees go-to-market, product planning, marketing, investor and public relations . |
| Qualcomm | Vice President, Global Marketing | 2011–2015 | Led marketing across software, services, emerging technology, and licensing globally . |
External Roles
| Organization | Role/Permission | Agreement Reference | Scope/Constraint |
|---|---|---|---|
| Glidance Inc.; Walden Family Services; 5P Consulting; Cree8 Inc. | May continue providing services while employed at PDYN | Employment Agreement (Feb 29, 2024) | Permitted so long as services do not interfere with Company duties and policies . |
Fixed Compensation
| Component | Terms | Notes |
|---|---|---|
| Base Salary | $285,000 per year | Subject to review and potential adjustment by the Board/Comp Committee . |
| Target Annual Bonus | 50% of then-current base salary | Based on performance goals set by Compensation Committee; payable no later than March 15 following the performance year; must be employed through payment date . |
| Benefits | Standard employee benefits; expense reimbursement per policy | Company may modify benefits plans at discretion . |
Performance Compensation
| Instrument | Metric/Structure | Target(s) | Payout Mechanics | Vesting/Service Requirement |
|---|---|---|---|---|
| Annual Bonus | Committee-defined performance goals | Not disclosed | Committee assesses achievement; payout timing by March 15 following year | Employment through payment date required . |
| RSU Grant (Inducement at hire) | Time-based RSUs | 250,000 RSUs | N/A (time-based) | 100,000 RSUs vest on first anniversary of Grant Date; remaining 150,000 vest 1/12 each on quarterly vesting dates (Mar 29, May 20, Aug 20, Nov 20), subject to continued service . |
| RSU Grant (Nov 15, 2025, subject to stockholder approval) | Stock-price tranches sustained 60 consecutive trading days | Ten tranches at $20, $25, $30, $35, $40, $45, $50, $55, $60, $65; Total RSUs for Martindale: 147,541 | Eligible RSUs per vest date scaled by VWAP Growth Factor (difference between 20‑day VWAP at vest vs at vesting commencement divided by 20‑day VWAP at commencement) | Each tranche vests in scheduled installments (e.g., 25% at attainment and additional installments thereafter; tranche-specific schedules provided below); no vesting prior to stockholder approval; service requirement applies . |
RSU performance tranches (Nov 2025 awards):
| Tranche | Stock-Price Goal | Vesting cadence |
|---|---|---|
| 1 | $20.00 | 25% at attainment; 25% at 6, 12, and 18 months post-attainment, subject to continued service . |
| 2 | $25.00 | Same as tranche 1 . |
| 3 | $30.00 | Same as tranche 1 . |
| 4 | $35.00 | Same as tranche 1 . |
| 5 | $40.00 | 25% at attainment; 25% at 3, 6, and 12 months post-attainment, subject to continued service . |
| 6 | $45.00 | Same as tranche 5 . |
| 7 | $50.00 | Same as tranche 5 . |
| 8 | $55.00 | Same as tranche 5 . |
| 9 | $60.00 | 33.3% at attainment; 33.3% at 3 months; 33.4% at 6 months post-attainment, subject to continued service . |
| 10 | $65.00 | Same as tranche 9 . |
Acceleration/forfeiture provisions tied to performance RSUs:
- Qualifying termination (without Cause or for Good Reason, outside CIC): vested in tranches where stock-price goals had already been achieved prior to termination, subject to severance conditions and release .
- Death/Disability: vested in tranches where stock-price goals had already been achieved prior to termination, subject to release conditions .
- Change-in-control (CIC) before 60-day goal achievement: measure attainment using closing price on last trading day before CIC; tranches that meet the goal vest on closing; tranches not met are forfeited .
- Stockholder approval gating: the November 2025 RSU awards will be null and void without stockholder approval; no vesting before approval .
Equity Ownership & Alignment
| Element | Details |
|---|---|
| Time-based equity | 250,000 RSUs granted at hire with defined time-based vesting schedule . |
| Performance-based equity | 147,541 RSUs subject to price hurdles ($20–$65 sustained 60 trading days) and VWAP-based scaling; subject to stockholder approval . |
| Clawback policy | Company-adopted compensation recovery policy compliant with SEC/Nasdaq; recovers erroneously received incentive compensation upon certain restatements, with limited committee discretion . |
| Ownership disclosure | No proxy table entry for Martindale; specific beneficial ownership amounts not disclosed in DEF 14A’s named executive officer/director table . |
| Pledging | No pledging disclosure for Martindale; Board granted a specific pledging waiver for CEO Wolff’s RSA to cover taxes (not applicable to Martindale) . |
Employment Terms
| Term | Key Provisions |
|---|---|
| Employment status | At-will; may be terminated by Company with or without cause or notice . |
| Non-compete/intellectual property | Must comply with Sarcos/Palladyne Employee Intellectual Property and Non-Compete Agreement and Confidentiality Agreement; protected activity carve-outs per law . |
| Severance (outside CIC) | 6 months of base salary paid in regular payroll; up to 6 months COBRA premium reimbursement or taxable monthly payments in lieu, subject to legal constraints . |
| Severance (within CIC period) | Lump-sum of 6 months base salary; 100% of target annual bonus (greater of CIC year or termination year, if unpaid); up to 6 months COBRA reimbursement or taxable payments; non-duplication with other benefits . |
| Equity acceleration (CIC termination) | 100% accelerated vesting of all outstanding unvested equity awards; performance-based awards vest at target unless otherwise specified . |
| Governing law | State of California . |
Performance & Track Record
- PDYN is early-stage in software commercialization, and management highlights execution risks and lack of prior software commercialization experience .
- Q1 2025 revenue declined to $1.7M from $3.4M in Q1 2024, with product development revenue up and legacy hardware revenue down to zero as the company pivoted to AI/ML software .
- Q1 2025 net income of $22.8M was primarily driven by unrealized gains on warrant liabilities rather than core operations; loss from operations was $6.9M .
Investment Implications
- Strong pay-for-performance alignment via substantial performance RSUs that vest only upon sustained stock-price hurdles and scaled by VWAP growth; stockholder approval is an additional gate, which lowers dilution risk and aligns with long-term shareholder value .
- Retention risk appears moderated: time-based RSUs, service-based vesting cadence on performance tranches, and severance protections (including CIC acceleration) incentivize tenure while protecting management in strategic outcomes .
- Potential trading signals: the 60-day sustained price tests and post-attainment installment schedules could heighten sensitivity around threshold windows; investors should monitor extended price stability relative to tranche goals and the VWAP Growth Factor mechanics .
- Governance safeguards: clawback policy is in place; non-compete/IP agreements are required; however, explicit stock ownership guidelines or pledging disclosures for Martindale are not provided—reducing visibility into “skin in the game” beyond disclosed grants .