Matthew Vogt
About Matthew Vogt
Matthew Vogt, 48, is Chief Revenue Officer (CRO) of Palladyne AI (since July 2023). He previously served as SVP, Global Defense Solutions (Dec 2021–Jul 2023) and before that spent a decade at AeroVironment leading defense and government business development; he began his career as a U.S. Marine Corps AV‑8B Harrier pilot and later a MARSOC Forward Air Controller/JTAC. He holds a BA in Politics from Princeton (1999) and an MBA from USC (2023) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Palladyne AI (PDYN) | Chief Revenue Officer | 2023–present | Leads and optimizes all revenue‑generating activities |
| Palladyne AI (PDYN) | SVP, Global Defense Solutions | 2021–2023 | Led strategic customer engagements, partnerships, funded R&D, domestic/international sales |
| AeroVironment (AVAV) | Senior Director, Business Development | 2011–2021 | Led BD for DoD, DHS, DOJ, labs, allied militaries; spearheaded MacCready Works BD for classified and R&D programs |
| U.S. Marine Corps | AV‑8B pilot; MARSOC FAC/JTAC | — | Operational/leadership foundation in defense domain |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| California Aerospace Museum | Board member | — | Pre‑approved outside activity under employment agreement |
| Majority‑owned winery | Owner/operator | — | Permitted outside activity if not interfering with duties |
Fixed Compensation
| Component | Terms | Notes |
|---|---|---|
| Employment status | At‑will employment | May be terminated by company at any time; severance benefits depend on circumstances per employment agreement |
| 2024 Retention bonus | 50% of base 2024 salary; payable by Mar 15, 2025 if still employed on Dec 31, 2024 or if earlier terminated without Cause/for Good Reason (subject to release) | Documented via retention letter and 8‑K retention plan |
| Base salary / target annual bonus | Not disclosed in filed excerpts reviewed | Retention letter references base salary but no numeric figure; board changed target bonus for other execs, not Vogt |
Performance Compensation
RSU awards
| Grant/Plan | Shares/Value | Vesting | Performance metric |
|---|---|---|---|
| 2024 retention RSU (expected) | 100,000 RSUs | 25% on first anniversary of grant; remainder in equal quarterly installments over next 12 quarters, subject to continued service | None stated (time‑based) |
Stock options (granted pre‑2024; amended Apr 2024)
| Grant date | Type | Shares | Exercise price | Expiration | Vesting (original) / Amended vesting |
|---|---|---|---|---|---|
| Jun 17, 2021 | Option | 17,098 | $52.74 | Jun 17, 2031 | Originally 25% on Jun 1, 2022 then monthly; amended on Apr 17, 2024: exercise price reset to closing price that day and vesting reset to 25% on Mar 29, 2025, then 1/12 on Quarterly Vesting Dates (Mar 29, May 20, Aug 20, Nov 20) |
| May 20, 2022 | Option | 4,261 | $24.54 | May 20, 2032 | Originally 25% on May 20, 2023 then quarterly; amended terms as above |
| Mar 29, 2023 | Option | 18,122 | $2.82 | Mar 29, 2033 | Originally 25% on Mar 29, 2024 then quarterly; amendment record indicates exercise price would reset if “Qualified Option” criteria met; amendment agreement lists qualified options and quarterly vesting cadence |
Notes:
- The Apr 16/17, 2024 option amendment reset the exercise price to the Nasdaq closing price on Apr 17, 2024 and restarted vesting to promote retention; quarterly vest dates are Mar 29, May 20, Aug 20, Nov 20 .
Equity Ownership & Alignment
| Category | Amount | As of |
|---|---|---|
| Common shares beneficially owned | 14,162 (includes 498 common shares and RSUs scheduled to settle in shares as described) | Nov 8, 2023 (Form 3) |
| RSUs outstanding (breakout within the above line item) | 1,854 from a 2022 grant; 11,810 from a 2023 grant (settle in shares) | Nov 8, 2023 |
| Stock options outstanding | 39,481 total (17,098 @ $52.74; 4,261 @ $24.54; 18,122 @ $2.82) | Nov 8, 2023 |
| Hedging/pledging | Company policy prohibits hedging and pledging for employees/directors; a limited pledging waiver is disclosed only for the CEO to cover taxes on a specific RSA | Policy and waiver disclosure |
Additional alignment features:
- Company maintains an SEC/Nasdaq‑compliant clawback policy for erroneously received incentive compensation following certain restatements .
Employment Terms
| Topic | Key terms | Source |
|---|---|---|
| Role and duties | CRO of Parent and Company; reports to CEO; full‑time devotion of business efforts | Employment agreement |
| Outside activities | Must not engage in other employment/consulting for remuneration without Board approval; specifically permitted to serve on California Aerospace Museum board and oversee majority‑owned winery so long as duties not materially impacted | Employment agreement |
| Retention/Severance link | Retention bonus payable if terminated without Cause or for Good Reason before Dec 31, 2024, subject to severance conditions (including release) under employment agreement | Retention letter |
| Equity amendments | 2024 option amendment re‑priced options to market and restarted vesting to enhance retention | Amendment agreements |
| Trading policy | Pre‑clearance, blackout periods, prohibition on short sales, options and hedging; pledging prohibited (CEO limited waiver only) | Insider trading policy summary in proxy |
Performance Compensation Structure (detail)
| Metric | Weighting | Target | Actual | Payout | Vesting construct |
|---|---|---|---|---|---|
| Time‑based RSUs (2024 retention) | n/a | 100,000 RSUs | n/a | n/a | 25% at 1‑year; remaining quarterly over 12 quarters |
| Options (2011–2023 grants; amended 2024) | n/a | Service‑based | n/a | n/a | Post‑amendment: 25% on Mar 29, 2025; 1/12 quarterly (Mar 29/May 20/Aug 20/Nov 20) |
Risk Indicators & Red Flags (what’s disclosed)
- Option repricing/reset of vesting on Apr 17, 2024 across certain legacy options (including Vogt) to the then‑current market price with vest reset is a noteworthy governance item; it is explicitly disclosed as a retention mechanism with standardized cadence .
- Company‑wide prohibition on hedging/pledging reduces misalignment risk; no pledging waiver is disclosed for Vogt (CEO received a limited waiver for tax‑related pledging only) .
- Clawback policy for restatements is in place (mitigates excess incentive risk) .
- No Vogt‑specific related‑party transactions are identified in the proxy’s related‑party section reviewed (the section lists other items) .
Vesting Schedules and Potential Selling Pressure
- RSUs: 2024 retention RSUs vest 25% at first anniversary of grant, then quarterly over three years, creating regular supply at each quarterly vest thereafter (subject to grant date) .
- Options: Amended options vest 25% on Mar 29, 2025, then on Quarterly Vesting Dates (Mar 29, May 20, Aug 20, Nov 20), potentially concentrating exercise/sale windows around these dates, subject to blackout periods and pre‑clearance under policy .
Investment Implications
- Alignment: Heavy use of time‑based equity (100k RSUs expected for 2024; legacy options amended to at‑market and re‑vest) ties compensation to long‑term share performance and service continuity; hedging/pledging prohibitions and clawback further align interests .
- Retention: A 2024 cash retention bonus (50% of base salary) plus option re‑vesting suggests the company prioritized executive continuity during its AI pivot—positive for execution stability but watch dilution/run‑rate and option repricing optics .
- Near‑term supply: Option tranche vesting starts Mar 29, 2025 with quarterly cadence; monitor filings around Mar 29/May 20/Aug 20/Nov 20 for potential incremental selling pressure, subject to blackout policies .