James Hom
About James Hom
James Hom is SoundHound AI’s co-founder, Chief Product Officer (CPO), and a director since the April 2022 business combination; previously VP of Products and CPO and director at Legacy SoundHound since 2006. He is 41 and holds a B.S. in Computer Science from Stanford University (2005) . Company performance during his leadership shows strong revenue growth ($31.1m in 2022 → $45.9m in 2023 → $84.7m in 2024) and a sharp TSR rebound in 2024 (value of $100 investment: $24 in 2022, $28 in 2023, $265 in 2024) versus peer TSR ($50 in 2022, $29 in 2023, $25 in 2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Legacy SoundHound | VP of Products; CPO; Director | 2006–2022 | Co-founded; led product development of Voice AI platform and B2C products |
| SoundHound AI, Inc. | Chief Product Officer; Director | 2022–present | Leads product advancement across platform and products post-SPAC merger |
External Roles
No external public company directorships or outside board roles for James Hom are disclosed in the proxy .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $302,479 | $335,000 | $347,500 |
| Current Annualized Base ($, as of 12/31/24) | — | — | $365,000 |
| Target Bonus (% of base) | 50% | 50% | 50% |
| Cash Incentive Paid ($) | $41,875 (Bonus) | $43,216 (Non-Equity Incentive) | $86,875 (Non-Equity Incentive; paid Feb 2025) |
| Stock Awards Grant-Date FV ($) | $3,426,750 | $442,000 | $1,864,000 |
Performance Compensation
Annual Cash Incentive Plan (2024)
| Metric | Weight | Target | Actual Achievement | Payout Impact |
|---|---|---|---|---|
| Revenue | 25% | Undisclosed | 100% | Committee discretion reduced total payout to 50% of target |
| Year-End Adjusted EBITDA | 25% | Undisclosed | 0% | See above |
| Annual Recurring Revenue | 25% | Undisclosed | 100% | See above |
| Individual Performance | 25% | N/A | 100% | See above |
| Total | 100% | — | — | Paid $86,875 to Hom (50% of target after discretion) |
Performance Share Units (PSUs) Granted in 2022
| Metric (each 25% tranche) | Trigger | Weighting | Vesting |
|---|---|---|---|
| TTM GAAP Revenue | ≥ $100m in trailing 12 months | 25% | 4-year performance period; tranches vest upon trigger |
| Cash Flow | Cash-flow positive in trailing 12 months | 25% | As above |
| Stock Price | 90-day avg ≥ $15 | 25% | As above |
| Stock Price | 90-day avg ≥ $20 | 25% | As above |
| Hom PSU Award Size | 160,000 PSUs total | — | As above |
Equity Grant Vesting Schedules (Service-Based)
| Grant | Size | Vesting Start | Schedule |
|---|---|---|---|
| RSUs (Aug 1, 2024) | 400,000 | Sep 1, 2024 | 1/36 monthly over 3 years |
| RSUs (Aug 3, 2023) | 111,111 unvested at 12/31/24 | Aug 3, 2023 | Monthly over 3 years |
| RSUs (Aug 1, 2022) | 175,000 (award; 38,889 unvested at 12/31/24) | Aug 1, 2022 | Monthly over 3 years |
| RSUs (May 1, 2022) | 240,000 (award; 85,000 unvested at 12/31/24) | May 1, 2022 | Equal quarterly over 4 years |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Class A shares beneficially owned | 180,540; includes 53,056 RSUs vesting within 60 days of 3/27/25 |
| Class B shares beneficially owned | 1,812,588 (5.6% of Class B) |
| Total voting power | 2.6% |
| Options (exercisable/unexercisable) | None |
| Unvested RSUs (12/31/24) | 355,556 (2024 grant); 111,111 (2023); 38,889 (2022 Aug); 85,000 (2022 May) |
| Unearned PSUs outstanding | 160,000; market value basis used in table footnotes $19.84 at 12/31/24 |
| Shares vested in 2024 | 229,444; value realized $2,364,191 |
| Hedging/pledging | Prohibited for executives/directors per insider trading policy |
| Ownership guidelines | Not disclosed |
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement date | June 2022 CPO Employment Agreement |
| Base salary & bonus target | Base initially $335,000 (now $365,000 annualized as of 12/31/24); target bonus 50% of base; max 150% |
| Equity grants at hire (2022) | 240,000 RSUs (4-year quarterly); 175,000 RSUs (3-year monthly); 160,000 PSUs tied to revenue/cash flow/stock price |
| Severance (without cause/with good reason) | 3 months base salary ($91,250), plus accrued bonus ($182,500); total $273,750 |
| Change-in-control (double trigger: within 3 months prior/1 year post) | 12 months base ($365,000), accrued bonus ($182,500), accelerated RSUs and time-based options; PSUs may be accelerated at board discretion; total estimated $15,438,531 at $19.84 stock price |
| COBRA continuation | Up to 12 months in CIC; $0 shown for Hom in table (company policy described generally) |
| Clawback | Policy adopted Nov 2, 2023; mandatory recovery for restatements per SEC/Nasdaq rules; 2023 restatements reviewed, no recovery triggered |
| Non-compete / non-solicit | Not disclosed |
| Confidentiality & IP assignment | Standard agreement executed |
Board Governance
- Board service: Director since April 2022; nominated again in 2025 .
- Independence: Not independent; independent directors are Eric Ball, Larry Marcus, and Diana Sroka .
- Committees: Audit (Ball—Chair, Marcus, Sroka); Compensation (Marcus—Chair, Ball); Nominating & Governance (Marcus—Chair, Ball). Hom is not a member of board committees .
- Attendance: Board met 4 times in 2024; all directors attended all their meetings .
- Director compensation: Policy applies to non-employee directors; cash retainers ($35k base; committee fees) and RSU grants; 2024 director compensation table lists Ball, Marcus, Sroka only—Hom is an employee director and not listed for additional board fees .
- Dual-role implications: As CPO and director, Hom is not independent; committee oversight is provided exclusively by independent directors, mitigating dual-role concerns .
- Charter governance updates: Corporate opportunity waiver narrowed in 2025 to independent directors (“Included Opportunities”) following a stockholder suit; officer exculpation proposal pursued per Delaware law .
Compensation Structure Analysis
- Mix shifts: 2024 compensation emphasizes equity with service-vesting RSUs (400,000 shares), enhancing retention but creating sustained sell pressure via monthly vesting; no option awards for Hom .
- Performance linkage: Annual incentives tied to Revenue, Adjusted EBITDA, ARR, and individual goals; despite strong performance on Revenue/ARR, committee exercised downward discretion to 50% payout amid financial considerations—shareholder-friendly conservatism .
- PSU metrics: Balanced across revenue, cash flow, and stock price thresholds; supports long-term alignment with profitability and market value creation .
- Governance practices: No hedging/pledging; no tax gross-ups; clawback policy active; no related-party transactions since Jan 1, 2024 .
Equity Ownership & Alignment (Detail)
| Category | Quantity | Market Value Basis | Notes |
|---|---|---|---|
| Class A owned | 180,540 | — | Includes 53,056 RSUs vesting within 60 days of 3/27/25 |
| Class B owned | 1,812,588 (5.6% of class) | — | 10 votes/share; combined voting power 2.6% |
| Unvested RSUs (12/31/24) | 355,556; 111,111; 38,889; 85,000 | $19.84/share | Grant dates 8/1/24; 8/3/23; 9/7/22; 8/4/22 |
| Unearned PSUs | 160,000 | $19.84/share | Performance triggers detailed above |
| 2024 vested stock | 229,444 | $2,364,191 | Value realized on vesting in 2024 |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($000s) | 31,129 | 45,873 | 84,693 |
| TSR (value of $100 investment) | $24 | $28 | $265 |
| Peer TSR (value of $100) | $50 | $29 | $25 |
Risk Indicators & Red Flags
- Corporate opportunity litigation filed Feb 6, 2025; mooted via proposed charter amendment focused on independent directors; demonstrates responsiveness but highlights prior broad waiver language risk .
- Hedging/pledging prohibited; mitigates misalignment risk .
- No related-party transactions in 2024; clean RPT profile .
- Equity vesting cadence (monthly RSUs) implies continuous potential insider selling pressure; option exercises: none by Hom in 2024 (reduces immediate exercise overhang) .
Compensation Peer Group & Say-on-Pay
- Peer groups (Compensia) updated in July 2024 to tech/software companies with revenue < $500m and market cap $500m–$3b; used to benchmark NEO pay and set equity grants .
- Say-on-pay: Compensation Committee noted strong stockholder support in 2024 .
Board Service Details (Director-Specific)
- Committee roles: None; independent directors chair Audit (Ball), Compensation (Marcus), and Nominating (Marcus) .
- Director compensation: Non-employee directors only; Hom, as an employee director, is not in the director compensation table .
- Independence & governance: Hom’s dual executive/director role classifies him as non-independent; independent-only committees maintain oversight .
Investment Implications
- Alignment: Significant Class B ownership (1.81m shares, 2.6% voting power) plus PSUs tied to revenue, cash flow, and stock price suggests long-term alignment, with governance safeguards (no hedging/pledging; clawback) .
- Retention vs. selling pressure: 36-month monthly RSU vesting (400k granted in 2024) creates steady vesting and potential insider selling flow; watch Form 4s around vest dates for supply signals .
- Pay-for-performance: 2024 bonus cut to 50% of target despite goal achievements indicates disciplined compensation oversight amid financial constraints—reduces “pay inflation” risk .
- Change-of-control economics: Large acceleration potential (~$15.44m) could influence executive incentives in strategic transactions; board discretion on PSU acceleration adds flexibility but warrants monitoring .
- Governance: Dual-role non-independence is mitigated by independent committee structure; 2025 charter amendments (corporate opportunity, officer exculpation) modernize governance but merit scrutiny for stockholder rights impacts .