Keyvan Mohajer

About Keyvan Mohajer

Founder-CEO of SoundHound (2005 legacy founding; CEO and director since the April 2022 de-SPAC) with a Stanford PhD in Electrical Engineering; age 47 as of the 2025 record date, and credited with 90+ patents granted or pending . Revenue has scaled rapidly since going public: $31.1M (2022) → $45.9M (2023) → $84.7M (2024) ; in the first three quarters of 2025, revenue reached $114M (+127% YoY) and guidance increased, signaling execution momentum . Since listing, cumulative TSR rose from $24 (2022 base=$100) to $28 (2023) and $265 (2024) versus peer group $50 (2022), $29 (2023), $25 (2024), while 2024 GAAP net loss included a non-cash mark-to-market impact from contingent liabilities tied to stock price . Dr. Mohajer holds super-voting Class B shares and controls 20.4% of total voting power, giving him substantial influence over governance and strategic direction .

Past Roles

External Roles

No other public-company directorships or external board roles for Dr. Mohajer are disclosed in the proxy .

Fixed Compensation

Performance Compensation

• 2024 annual cash incentive design and outcome | Metric | Weight | Target | Actual Achievement | Payout decision | |---|---:|---|---:|---| | Revenue | 25% | Not disclosed | 100% | Committee exercised discretion to 50% of target payout overall; CEO paid $242,292 vs $363,437 earned | | Year-End Adjusted EBITDA | 25% | Not disclosed | 0% | See above | | Annual Recurring Revenue | 25% | Not disclosed | 100% | See above | | Individual Performance | 25% | Not disclosed | 100% | See above |

• 2024 equity grant (service-based) | Grant Date | Type | Shares | Grant Date Fair Value ($) | Vesting | |---|---|---:|---:|---| | Aug 1, 2024 | Restricted Stock (time-based) | 1,500,000 | $6,990,000 | 36 equal monthly installments beginning Sep 1, 2024, continued service required |

• Outstanding PSUs (grant linked to 2022 employment agreement) | PSU Tranche (each 25%) | Performance Condition | Status/Notes | |---|---|---| | Tranche 1 | $100M GAAP TTM revenue | 25% of PSUs vest upon achievement | | Tranche 2 | Cash-flow positive TTM | 25% of PSUs vest upon achievement | | Tranche 3 | 90-day average stock price ≥ $15 | 25% of PSUs vest upon achievement | | Tranche 4 | 90-day average stock price ≥ $20 | 25% of PSUs vest upon achievement |

• Realized value in 2024 | Item | Amount | |---|---:| | Options exercised (shares) | 833,435 | | Value realized on option exercise ($) | $10,706,059 | | Shares vested (RS/RSU) | 696,667 | | Value realized on vesting ($) | $7,378,689 |

Equity Ownership & Alignment

• Beneficial ownership and voting power (Record Date: Mar 27, 2025) | Class A Shares | Class B Shares | % Class B | % Total Voting Power | |---:|---:|---:|---:| | 171,666 | 14,139,064 | 43.5% | 20.4% |

• Unvested awards as of Dec 31, 2024 (select) | Award | Grant Date | Unvested Units | Market Value @ $19.84 ($) | |---|---|---:|---:| | RSU | Jul 20, 2022 | 255,000 | $5,059,200 | | RSU | Sep 7, 2022 | 100,000 | $1,984,000 | | RS/RSU | Aug 3, 2023 | 333,333 | $6,613,327 | | RS (time-based) | Aug 1, 2024 | 1,333,333 | $26,453,327 | | PSUs (unearned) | 2022 plan | 480,000 | $9,523,200 |

• Alignment policies

  • Prohibitions on hedging and pledging of company stock for executives and directors .
  • Executive Compensation Clawback Policy adopted Nov 2, 2023; 2023 restatement analysis did not trigger any recovery .
  • No related-party transactions since Jan 1, 2024 .

Insider selling pressure context: 2024 showed significant option exercise value realized ($10.7M), and large time-based RS grants vest monthly through Sep 2027, creating ongoing supply; hedging/pledging is prohibited, which mitigates alignment concerns .

Employment Terms

• Employment agreement (June 2022)

  • Base salary initially $450,000; eligible for 100% target bonus (max 150%) based on Company-set objectives; current annualized salary $533,000 after Aug 1, 2024 adjustment .
  • Equity: 720,000 RSUs (4-year quarterly vesting from May 1, 2022), 450,000 RSUs (3-year monthly vesting from Aug 1, 2022), and 480,000 PSUs tied to revenue, cash flow, and stock price hurdles over four years .
  • Severance (no CIC): If terminated without cause/for good reason, 3 months salary and up to 3 months COBRA, subject to release .
  • Change in control (double-trigger): 12 months salary, up to 12 months COBRA, and acceleration of time-based options and RSUs; PSUs may be accelerated at company discretion during deal negotiations .
  • Arbitration, confidentiality/inventions assignment; Section 409A/280G protections included .

• Potential payments (value as of 12/31/2024, stock at $19.84) | Scenario | Salary Continuation ($) | Accrued Bonus ($) | Equity Acceleration ($) | Health ($) | Total ($) | |---|---:|---:|---:|---:|---:| | Without Cause / With Good Reason | $133,250 | $533,000 | — | — | $666,250 | | Change in Control (qualifying) | $533,000 | $533,000 | $49,633,053 | $10,402 | $50,709,456 |

Board Governance & Director Service

• Role and independence: Dr. Mohajer is CEO and a director; not independent. Board has a majority of independents: Eric Ball, Larry Marcus, and Diana Sroka .
• Committees: Audit (Chair: Eric Ball; members: Ball, Marcus, Sroka; Ball is audit committee financial expert) . Compensation (Chair: Larry Marcus; members: Marcus, Ball) . Nominating & Corporate Governance (Chair: Larry Marcus; members: Marcus, Ball) .
• Attendance: In 2024, Board met 4 times; all directors attended all of their meetings. Audit (6), Compensation (4), Nominating (4) with full attendance by members .
• Capital structure and control: Dual-class structure with Class B (10 votes/share). As of Mar 27, 2025, 368,055,781 Class A and 32,535,408 Class B outstanding; total votes 693,409,861 . Dr. Mohajer held 20.4% voting power, reflecting meaningful influence though not a combined CEO/Chair role .
• Director compensation policy (for non-employee directors): Cash retainer $35,000; committee retainers; initial RSU grant value $380,000; annual RSU $177,500; CIC full vesting of director awards; updated Aug 1, 2024 . (Executive directors like the CEO do not receive director fees.)

Governance/legal note: The company proposed an amendment limiting corporate opportunity waiver language to address a Delaware Chancery Court challenge; the plaintiff agreed claims were mooted pending a stockholder vote on the revised language (Proposal 4) .

Compensation Structure Analysis

• Mix and trajectory: Equity comprises 50%+ of total pay, with a shift to service-vesting RS in 2024 targeted at the 50th percentile of peers for retention; no tax gross-ups; minimal perquisites .
• Peer benchmarking: Compensia engaged (July 2024) to advise; updated peer set includes Amplitude, Braze, C3.ai, Fastly, Intapp, JFrog, nCino, PagerDuty, PROS, Sprout Social, Yext, Zuora, among others .
• Incentive rigor: 2024 bonus metrics included revenue, adjusted EBITDA, ARR, and individual, each 25% weight; despite meeting several targets, payouts were cut to 50% of target for financial prudence—positive alignment signal .
• Clawback and risk controls: Formal clawback policy adopted in 2023; hedging/pledging prohibited; no related-party transactions in 2024; options repricing not disclosed .

Performance & Track Record

• 2025 YTD (through Q3): Revenue $114M (+127% YoY); Q3 revenue $42M (+68% YoY); non-GAAP gross margin 59%; cash/equivalents $269M, no debt; aiming for near break-even profile into 2026 as acquisition synergies materialize .

Say-on-Pay & Shareholder Feedback

• 2024 Say-on-Pay received strong support; the Compensation Committee interpreted this as endorsement of the NEO pay program .

Employment & Contracts (Retention/Transition)

• At-will employment; standard confidentiality/inventions assignment agreements .
• Severance low outside CIC (3 months), but significant CIC acceleration of equity; non-compete terms not disclosed in the filings reviewed .

Risk Indicators & Red Flags

• Legal/governance: Corporate opportunity charter language challenged; company proposed narrowing amendment to moot claims (now subject to stockholder vote)—monitor passage and any governance score impact .
• Equity overhang/overhang dynamics: Large, ongoing monthly vesting of 2024 RS grants through 2027 may add selling pressure; however, hedging/pledging is prohibited .
• Accounting/restatement history: 2023 restatements noted; clawback review concluded no recoveries required .

Equity Ownership & Beneficial Ownership Details (as of Mar 27, 2025)

Investment Implications

• Alignment and control: Founder-CEO with 20.4% voting power via super-voting Class B stock aligns incentives but concentrates control; combined with low severance outside CIC and significant CIC acceleration ($49.6M), retention is strong but an M&A outcome would be costly in equity acceleration .
• Pay-for-performance: 2024 committee discretion to halve cash bonuses despite meeting several operational goals signals cost-consciousness; equity is majority of pay and includes demanding PSUs tied to scale and profitability, supporting alignment with durable value creation .
• Supply/pressure: Monthly vesting of 1.5M time-based RS through 2027 and substantial 2024 option exercise value realized indicate potential periodic supply; however, anti-hedging/pledging policies mitigate misalignment risk .
• Execution momentum: Rapid revenue growth (2024, 2025 YTD) and broad enterprise traction under Mohajer’s stewardship enhance fundamental upside; monitor attainment of PSU triggers (TTM revenue ≥$100M and cash-flow positive TTM) as catalysts for realized performance equity .