Michael Mulica
DNA XAbout Michael Mulica
Michael “Mike” Mulica, age 62, is Executive Chairman at Sonim Technologies (SONM) since October 16, 2025, after serving as Director since April 2021 and Non‑Executive Chairman since November 2023 . He holds a BS in Finance from Marquette University and an MBA from Northwestern’s Kellogg School of Management . During his board tenure, he has acted as Compensation Committee Chair and Audit Committee member (financial expert), with independence affirmed while a non‑employee director; his October 2025 appointment made him an employee Executive Chairman with daily duties, creating a dual role that reduces independence .
Management performance metrics tied to his personal tenure (TSR, revenue growth, EBITDA growth) are not disclosed in SONM filings.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Openwave Systems | CEO & President | 2011–2014 | Led mobile internet software company operations |
| RealNetworks | President, Worldwide Sales & BD | 2014–2016 | Drove sales and BD in content and internet software |
| Actility Technologies | CEO & President | 2016–2018 | Led IoT communications/software strategy |
| AlefEdge | Chairman; CEO | Chairman since 2018; CEO Aug 2021–May 2024 | Edge API platform; enterprise private mobile networks |
| Motorola; Synchronoss; FusionOne; BridgePort; Phone.com; California Microwave; Tandem Computers | Various leadership roles | Prior to 2011 | Mobile/internet and communications leadership breadth |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Avataar Venture Partners | Partner | Since Nov 2019 | Investment/operating expertise; tech growth focus |
| Global Digital Holdings (QumulusAI) | Director | Since Sep 2025 | AI data center operator governance |
| Mulica Consulting | Global Management Advisor | Since May 2018 | Advises public/private firms on mobile internet/application platforms |
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Executive Chairman Base Salary | $300,000 per year | Paid in periodic installments; one‑year term auto‑renews unless 90‑day non‑renewal notice |
| Director Cash Retainer | $35,000 per year | For non‑employee directors; Executive Chairman also entitled to director compensation under the policy |
| Non‑Exec Chair Additional Cash Retainer | $50,000 per year | Policy level while non‑exec chair; see 2024 policy |
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual RSU Grant (Executive) | Service‑based | N/A | $250,000 grant date FV annually | Award value at grant; tax withholding via share holdback | Vests in equal quarterly installments over 2 years |
| Asset Purchase RSU Award (Executive) | Consummation of specified APA (Pace Car Acquisition LLC/Social Mobile Tech Holdings) | N/A | $500,000 grant date FV | Vests upon transaction consummation; null/void if APA terminated | Single‑event vest on close |
| Substitute Cash Grant (if plan shares insufficient) | Fair Market Value of “Phantom RSUs” at vesting event | N/A | Mirrors RSU economics | Cash paid at vesting event (change in control or scheduled vest) | Paid at vest event; replaces RSUs |
| Director Annual RSU Grant | Service‑based | N/A | $60,000 grant date FV | Vests in one installment at 1‑year or before next AGM | Change‑of‑control accelerates vest |
| Non‑Exec Chair RSU Grants | Service‑based | N/A | $50,000 grant date FV | 6,668 RSUs (Jan 9, 2024 grant for Nov 2023 appointment); 14,124 RSUs (Nov 12, 2024 grant) | Vests in one installment on 1‑year anniversary |
- Fringe benefits/perquisites, expense reimbursement, and benefit plan eligibility per executive agreement; company may amend/cancel perquisites/benefits at discretion .
- At vest events, company withholds RSUs to satisfy tax obligations, reducing need for open‑market sales .
Equity Ownership & Alignment
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Beneficial Ownership (shares) | 229,025 | 318,550 | 73,292 |
| Ownership % of SO | <1% | <1% | <1% |
| RSUs vesting within 60 days (disclosed) | Not disclosed | 89,525 | Not disclosed |
| Options exercisable within 60 days (disclosed) | Not disclosed | Not disclosed for Mulica in retrieved footnotes | 17,500 |
| Pledging/Hedging | Company policy prohibits pledging, short sales, options, hedging, margin accounts | Company policy prohibits pledging/hedging | Company policy prohibits pledging/hedging |
- Equity plan shares available were limited as of Dec 31, 2024 (424,871 available), enabling cautious issuance; evergreen increases apply annually, and 2025 proposal sought +1,000,000 shares to EIP .
- Director RSUs fully vest upon change of control, death, or disability per policy .
Employment Terms
| Term | Detail |
|---|---|
| Agreement Effective Date | October 16, 2025 |
| Initial Term / Renewal | One year; auto‑renews annually unless 90‑day non‑renewal notice |
| Severance (without cause, CIC termination by Co., cessation of business, non‑renewal, or for good reason) | Remaining base salary for term; plus one year of base salary paid over 12 months; immediate vest of all equity awards/Substitute Cash Grant; reimbursement of accrued expenses timely submitted |
| Good Reason Definition | Material base salary reduction; material breach; material adverse change in title/duties; failure of successor to assume agreement; notice/cure periods apply |
| Change in Control Definition | As defined in EIP; also board composition change over 2 years; sale/liquidation of substantially all assets to holders of ≥50% voting power |
| Restrictive Covenants | Confidentiality; assignment of IP; standard restrictive covenants; governing law NY; survival clauses specified |
| Notice of Termination | Written notice required |
Board Governance
| Attribute | 2023 | 2024 | Notes |
|---|---|---|---|
| Board Service | Director; Comp Chair; Nominating member | Chairman of the Board; Audit member (financial expert); Comp Chair; Nominating member | Independence affirmed (except CEO), with Mulica independent as non‑employee director |
| Committee Attendance (Board/Committees) | ≥75% attendance for all directors | ≥75% attendance for all directors | Board met 5 times (2023); Audit 5; Comp 3; Nominating 1 |
| Audit Committee Role | Member; financial expert (post‑AGM composition) | Member; financial expert; chair is James Cassano | Audit Committee report signed by Cassano, Mulica, Steenstra |
| Compensation Committee Role | Chair | Chair | Compensia engaged in 2023; Committee assessed no conflicts |
| Nominating & Governance Role | Member; Chair is Jack Steenstra | Member; Chair is Jack Steenstra |
- Director compensation policy: Annual cash retainer $35,000; committee chair/member fees: Audit $15,000/$7,500; Compensation $10,000/$5,000; Nominating $7,500/$3,750; non‑exec chair receives additional $50,000 cash and $50,000 RSUs annually .
Director Compensation
| Year | Fees Earned ($) | Stock Awards ($) | Options ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 63,125 | 60,000 | — | 123,125 |
| 2024 | 100,000 | 160,000 | — | 260,000 |
- 2023 RSU grant: 89,525 RSUs ($60,000 FV), vest one installment at 1‑year or before 2024 AGM .
- 2024 RSU grant: 7,895 RSUs ($60,000 FV) vest one installment at 1‑year or before 2025 AGM; separate $50,000 RSU grants tied to his non‑exec chair role (6,668 RSUs Jan 9, 2024; 14,124 RSUs Nov 12, 2024) .
Equity Ownership & Alignment Commentary
- As of Sep 15, 2025, Mulica beneficially owned 73,292 shares (<1%); includes options to purchase 17,500 shares exercisable within 60 days .
- As of May 30, 2024, he beneficially owned 318,550 shares (<1%); includes 89,525 RSUs vesting within 60 days .
- As of Aug 8, 2023, he beneficially owned 229,025 shares (<1%) .
- Company insider trading policy prohibits pledging, short sales, options trading, hedging, margin accounts, and other speculative transactions, reducing misalignment risk .
Compensation Structure Analysis
- Shift to executive pay in Oct 2025: Introduction of $300k salary and time‑based RSUs ($250k/year) indicates increased guaranteed compensation vs. prior director‑only pay; asset purchase award adds event‑based incentive leverage .
- Director equity remains single‑installment annual RSU grants with CoC acceleration; non‑exec chair role carried additional RSU and cash retainers prior to the executive appointment .
- Equity plan governance: no discounted options; director comp cap of $600k/year ($1,000k for first‑year directors); evergreen share increases; 2025 proposal to add 1,000,000 shares to plan .
- Use of independent compensation consultant (Compensia) in 2023 for benchmarking reduces conflict risk; no disclosed consultant conflicts .
Employment Terms – Change‑of‑Control Economics
- Severance features include double‑trigger‑like coverage (e.g., CIC termination by Company or non‑renewal) and immediate vesting of RSUs/Substitute Cash Grants upon qualifying termination, which can create concentrated vest events around corporate transactions .
- Asset Purchase Award is single‑event vest tied to closing of specified APA, aligning payout with strategic transaction completion .
Investment Implications
- Alignment: Time‑based RSUs and event‑based Asset Purchase Award align with tenure and transaction outcomes, but immediate vesting upon certain terminations (including non‑renewal) elevates payout certainty; overall ownership is <1%, implying modest personal capital at risk .
- Retention: One‑year term with auto‑renewal and severance of one year’s base plus vest acceleration provides stability but lowers exit friction; Good Reason protections (title/duties changes, salary cuts) can catalyze severance triggers in strategic transitions .
- Selling Pressure: RSU tax withholding via share holdback mitigates forced selling at vest; policy prohibitions on pledging and hedging limit misalignment or leverage‑driven selling .
- Governance: Dual role as Executive Chairman reduces independence versus prior non‑exec chair status; continued committee leadership (Compensation Chair, Audit member) while an executive could raise governance concerns if not rebalanced, though independence determinations were affirmed when he was a non‑employee director .
- Event Risk: Change‑of‑control and special transactions (e.g., APA) have direct compensation consequences through vest accelerations and award vesting; monitoring 8‑Ks for transaction progress is key to anticipating vest events and potential stock overhang .
