Cynthia French
About Cynthia French
Cynthia French is Chief Financial Officer since June 2004 and Corporate Secretary since August 2007; previously ParkerVision’s Controller and Chief Accounting Officer from March 1994 to June 2004. She is a certified public accountant (Florida, since 1989) and was 58 years old as disclosed in the 2025 proxy . Pay-versus-performance data show TSR index values of 25.00 (2022), 17.39 (2023), and 95.38 (2024), with net income (loss) of $(9,813)k, $9,515k, and $(14,472)k, respectively . Compensation decisions in recent years featured discretionary cash bonuses (e.g., $100,000 for FY2024), reflecting qualitative contributions to compliance and cost reductions rather than formulaic financial targets .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ParkerVision, Inc. | Controller & Chief Accounting Officer | Mar 1994 – Jun 2004 | Led accounting operations during technology and litigation pivots |
| ParkerVision, Inc. | Chief Financial Officer | Jun 2004 – Present | Finance leadership through multi-year IP litigation and capital structure changes |
| ParkerVision, Inc. | Corporate Secretary | Aug 2007 – Present | Governance, SEC compliance; signs notices and proxies |
External Roles
No external public-company directorships or external executive roles for Ms. French are disclosed in the proxies reviewed .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 180,000 | 180,000 | 180,000 |
| Target Bonus (%) | Not disclosed | Not disclosed | Not disclosed |
| Actual Bonus Paid ($) | 20,000 | 45,000 | 100,000 (approved Jan 2025 for FY2024) |
| Total Reported Compensation ($) | 230,000 | 225,000 | 280,000 |
- April 2025 base salary increase: raised to $250,000 (from $180,000), with peer benchmarking below 50th percentile .
Performance Compensation
| Metric/Plan | Weighting | Target | Actual | Payout | Vesting | Notes |
|---|---|---|---|---|---|---|
| Discretionary cash bonus (FY2024) | N/A | N/A | Qualitative: compliance with regulatory requirements; reduced outside professional services costs | 100,000 | Cash | Committee cited contributions and partial offset to long-standing voluntary salary reductions |
- Company notes principal elements are base pay, annual performance incentives, and long-term incentives; bonus awards are discretionary and not formula-driven for Ms. French in 2023–2024 .
Equity Ownership & Alignment
| Metric | Aug 30, 2024 | Aug 4, 2025 |
|---|---|---|
| Shares Outstanding (reference date) | 89,673,211 | 120,116,916 |
| Beneficial Ownership (shares) | 2,212,133 | 2,187,133 |
| Percent of Class (%) | 2.41% | 1.79% |
| Shares underlying options exercisable within 60 days | 2,020,550 | 2,020,550 |
Outstanding Option Awards (as of Dec 31, 2024):
| Grant | Quantity | Exercise Price ($) | Vesting Schedule | Expiration |
|---|---|---|---|---|
| 2019 grant | 870,550 | 0.17 | Vested over 8 equal quarterly periods (Sep 1, 2019 – Jun 1, 2021) | Aug 7, 2026 |
| 2020 grant | 150,000 | 0.33 | 50% on grant; 50% over four equal quarterly periods (May 9, 2020 – May 9, 2021) | Feb 9, 2027 |
| Jan 11, 2021 grant (modified) | 1,000,000 | 0.54 | Vested over 8 equal quarterly periods (Mar 31, 2021 – Dec 31, 2022) | Jan 11, 2031 (extended in Apr 2025 from Jan 11, 2026) |
- April 2025 modification: extended expiration to 2031 for fully vested options; one-time share-based compensation charge (~$1.9M for company, covering CEO and CFO awards) .
- Prohibition on short sales and hedging applies to officers (alignment reinforcement); pledging not specifically addressed in proxy .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | None; no executive employment agreements in place |
| Non-compete / Non-solicit | Post-termination restrictions on (i) employment or consultation with competing companies/customers, (ii) recruiting/hiring for a competing company, and (iii) soliciting or accepting business from customers |
| Change-of-control equity | Single-trigger acceleration: 100% of unvested awards vest upon change in control without Board authorization; 50% acceleration upon death or disability |
| Clawback policy | Not disclosed in the proxy sections reviewed (no specific clawback policy text found) |
| Insider/hedging policy | Company prohibits short sales, hedging, or monetization transactions by directors, officers, employees, consultants |
Pay Versus Performance (Company-level context)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of initial fixed $100 investment (TSR) | 25.00 | 17.39 | 95.38 |
| Net Income (Loss) ($000s) | (9,813) | 9,515 | (14,472) |
| Avg SCT Total for Non-PEO NEO (incl. CFO) ($) | 230,000 | 225,000 | 280,000 |
Board notes it did not consider the pay-versus-performance table in making pay decisions, and equity awards were not granted to NEOs in 2024; the 2025 change was an option-term extension for already vested grants .
Compensation Committee and Benchmarking
- Compensation Committee members in 2024: Lewis Titterton (Chair), Sanford Litvack, Paul Rosenbaum; met once and acted by unanimous consent once .
- Independent compensation consultant (Alliant Human Capital) engaged Dec 2024; base salaries increased Apr 2025 but set below 50th percentile versus peer group .
Related Party Transactions (Governance context)
- Payments to Sterne, Kessler, Goldstein & Fox PLLC (partner: director Robert Sterne): ~$39k (2024) and ~$52k (2023) for patent legal services; plus ~$150k (2024) and ~$163k (2023) on a 2016 note payable (outstanding ~$0.3M at Dec 31, 2024) .
- Convertible notes and share purchases by certain directors (e.g., Titterton, Rosenbaum, Litvack) with amendments and conversions disclosed; audit committee oversees related-party transactions .
Compensation Structure Analysis
- Shift toward discretionary cash bonuses in 2023–2024 with limited new equity grants; 2025 action focused on extending option expirations for previously vested awards (no strike change) .
- Guaranteed pay increased in Apr 2025 (salary to $250k) after prolonged voluntary 20% salary reductions since 2018; still targeted below median peer levels .
- Single-trigger equity acceleration on change-of-control may incentivize consummation of transactions; lack of formal severance multiples in absence of employment agreements limits cash change-of-control economics .
Investment Implications
- Pay-for-performance alignment relies on discretionary evaluations rather than predefined financial/TSR scorecards; this can reduce transparency of incentive outcomes but allowed recognition of tangible cost/compliance contributions in 2024 .
- Option extension to 2031 for fully vested awards alleviates near-term expiry pressure, reducing forced selling risk; with all CFO options vested, monitor Form 4 activity for potential liquidity events or tax exercises .
- Ownership is modest (1.79% of class as of Aug 4, 2025) but includes 2.02M exercisable options; alignment is supported by hedging prohibitions, while absence of pledging disclosure warrants ongoing diligence .
- Governance: no executive employment agreements and audit oversight of related-party transactions are positives; single-trigger equity acceleration and option-term modifications are watch items for shareholder-friendly design going forward .