David Holmes
SOCKET MOBILEAbout David Holmes
David A. Holmes is Chief Business Officer at Socket Mobile, Inc. (SCKT), age 50, hired in May 2021, with an MBA from Portland State University and a BS in Industrial Engineering from the University of Nebraska . His incentive pay is tied to revenue attainment and EBITDA against a Board-approved annual plan; payout percentages were 41.6% (2022), 0% (2023), and 10% (2024) . Company performance context during his tenure: cumulative TSR value per $100 initial investment fell from 47.30 (2022) to 28.43 (2023) and 32.60 (2024), with net income of $86,931 (2022), ($1,919,154) (2023), and ($2,242,350) (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UL (Cybersecurity division) | Responsible for Global Strategic Accounts | Not disclosed | Enterprise cybersecurity go-to-market and key account leadership |
| NXP | Not disclosed | Not disclosed | NFC/mobile payments industry experience |
| Identive | Not disclosed | Not disclosed | NFC/mobile payments industry experience |
External Roles
| Organization | Role | Years |
|---|---|---|
| None disclosed | — | — |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (USD) | $233,200 | $251,300 | $271,625; base rate raised to $278,250 effective 7/1/2024 |
| Target Bonus (USD) | $60,000 | $100,000 | $125,213 |
| Actual Bonus Paid (USD) | $24,973 (41.6% of target) | $0 (0% of target) | $12,521 (10% of target) |
Performance Compensation
- Incentive plan metrics: revenue attainment and EBITDA vs annual plan; individual goals may contribute; awards paid only as a portion of EBITDA profits for the period .
| Component | Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| Annual Cash Incentive 2022 | Revenue; EBITDA | Not disclosed | $60,000 | Not disclosed | 41.6% ($24,973) | Annual measurement |
| Annual Cash Incentive 2023 | Revenue; EBITDA | Not disclosed | $100,000 | Not disclosed | 0% ($0) | Annual measurement |
| Annual Cash Incentive 2024 | Revenue; EBITDA; individual goals | Not disclosed | $125,213 | Not disclosed | 10% ($12,521) | Annual measurement |
| Equity RSU/Restricted Stock (time-based) | Service-based vesting | — | 25,000 shares granted 2/1/2024 | — | Grant-date FV $24,750 | 15% yr1, 20% yr2, 25% yr3, 40% yr4 |
| Equity Options (exchange) | Stock options | — | 100,000 replacement options 6/25/2024 | — | Grant-date FV $78,210; exercise price $1.12 | Vest monthly over 48 months; 10-year term |
| Performance RSAs | Performance goals (not disclosed detail) | — | 20,000 granted 5/3/2022 | — | Vest contingent on goals | Per plan |
Note: The 2025 Summary Compensation Table reports Holmes’ 2024 restricted stock award value as $29,700, whereas the 2/1/2024 grant table shows $24,750 for 25,000 shares; consider this a disclosure inconsistency to monitor .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 140,247 shares; 1.8% of outstanding |
| Shares Outstanding (Record Date) | 7,952,988 common shares |
| Options – Exercisable (12/31/2024) | 12,500 @ $1.12, exp. 6/25/2034 |
| Options – Unexercisable (12/31/2024) | 87,500 @ $1.12, exp. 6/25/2034 |
| RS – Unvested (12/31/2024) | 2/1/2021: 2,800 ($3,724 MV@$1.33); 2/1/2022: 7,280 ($9,682); 2/21/2023: 20,953 ($27,867); 3/15/2024: 25,000 ($33,250) |
| Performance RSAs – Unearned (12/31/2024) | 20,000 ($26,600 MV@$1.33) |
| Ownership Guidelines | Not disclosed in proxy |
| Hedging/Pledging | Insider trading policy noted; no pledging disclosures identified |
| Option Exchange Participation | 100,000 options exchanged 6/25/2024, new 48-month vest, 10-year term, $1.12 exercise |
Employment Terms
| Provision | Holmes Terms |
|---|---|
| Current Agreement Term | Extended Aug 9, 2024; expires March 31, 2028 |
| At-Will; Auto-Renewal Notice | At-will; company advisory notice mechanics; failure to provide timely notice extends effective termination mechanics |
| Severance (Involuntary/Good Reason) | Lump-sum cash equal to six months base salary; for Holmes $139,125 (based on $278,250 base) |
| COBRA Benefit | Company pays COBRA premiums up to 6 months or until alternative coverage |
| Equity on Termination | Vested options exercisable up to 24 months or until expiration; pro rata vesting of unvested restricted stock for quarters worked; long-term exercise rights if ≥10 years service |
| Equipment Benefit | Option to purchase company equipment at book value within 30 days |
| Change-in-Control Economics | Involuntary termination payment per above plus 1% of consideration payable if offer price ≥ $5.00/share; immediate vesting/lapse of restrictions per plan |
| Clawback/Release Requirements | Severance contingent on executing non-revocable separation and general release; Section 409A timing constraints |
| Non-Compete/Non-Solicit | Not specifically disclosed; arbitration and California law provisions included |
Investment Implications
- Pay-for-performance alignment: Holmes’ variable cash paid aligns with weak financial outcomes (0% in 2023; 10% in 2024); metrics focus on revenue and EBITDA, limiting discretionary payouts in down years .
- Retention mechanics: The June 2024 option exchange reset 100,000 options at $1.12 with 48-month vesting, materially increasing retention and lowering near-term exercise-driven selling pressure; immediate vesting risk is minimized by time-based vesting .
- Change-of-control incentives: A 1% of transaction consideration (≥$5/share) creates a strong incentive to support strategic alternatives; investors should model potential dilution and executive payout sensitivity in M&A scenarios .
- Ownership alignment: Holmes holds 1.8% beneficially with both time-based and performance RSAs outstanding; no pledging disclosed, and extended post-termination exercise rights plus pro rata RS vesting mitigate forced selling in transition scenarios .
- Execution risk: Company TSR and net income trends (losses in 2023–2024) indicate elevated execution risk; monitor whether FY2025 targets and incentive constructs (revenue/EBITDA) drive improved payouts, signaling operational turnaround .