Nitesh Sharan
About Nitesh Sharan
Nitesh Sharan is Chief Financial Officer of SoundHound AI, serving since October 2021; he was age 50 as of March 27, 2025 and works remotely from Portland, OR . Under his tenure, SoundHound’s revenue grew from $31.1M in 2022 to $84.7M in 2024, while adjusted EBITDA was used as a core bonus metric and TSR improved markedly into 2024 (company-selected measures: Revenue, Adjusted EBITDA, ARR) . The company has adopted a clawback policy (Nov 2, 2023), prohibits hedging/pledging of company stock, and discloses no executive legal proceedings, reinforcing governance and alignment .
Past Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| SoundHound AI, Inc. (Legacy SoundHound) | Chief Financial Officer | Oct 2021–present | Assumed CFO responsibilities in Oct 2021 |
External Roles
No public company board roles or external directorships disclosed in company filings .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $328,958 | $350,000 | $388,333 |
| Annualized Base at Year-End ($) | — | $350,000 | $442,000 |
| Target Bonus % of Base | 60% | 60% | 60% |
| Bonus Earned ($) | $127,500 (labeled “Bonus”) | $100,501 (earned) | $189,312 (earned) |
| Bonus Actually Paid ($) | — | $54,181 | $126,208 |
Notes:
- FY2023 payouts were discretionarily reduced to 25% of amounts earned; FY2024 payouts were reduced to 50% of target amounts, reflecting cash discipline .
Performance Compensation
| Plan Year | Metric | Weighting | Target | Actual/Achievement | Payout Treatment | Vesting/Timing |
|---|---|---|---|---|---|---|
| 2023 | Revenue | 25% | $46.5M | $45.9M (91%) | Committee reduced payouts to 25% of amounts earned | Cash paid Mar-2024 |
| 2023 | Adjusted EBITDA | 25% | $2M | ($1)M (0%) | 0% (before committee reduction) | Cash paid Mar-2024 |
| 2023 | Annual Recurring Revenue | 25% | $40M | $20M (0%) | 0% (before committee reduction) | Cash paid Mar-2024 |
| 2023 | Individual Performance | 25% | N/A | 100% for each NEO | Reduced to 25% of earned | Cash paid Mar-2024 |
| 2024 | Revenue | 25% | Not disclosed (competitive) | Achieved 100% | Committee reduced payouts to 50% of target | Cash paid Feb-2025 |
| 2024 | Year-End Adjusted EBITDA | 25% | Not disclosed | Achieved 0% | 0% | Cash paid Feb-2025 |
| 2024 | Annual Recurring Revenue | 25% | Not disclosed | Achieved 100% | Reduced to 50% of target | Cash paid Feb-2025 |
| 2024 | Individual Performance | 25% | N/A | Achieved 100% | Reduced to 50% of target | Cash paid Feb-2025 |
Performance Stock Units (PSUs) outstanding:
- 200,000 PSUs granted in 2022 with four equal tranches: TTM GAAP revenue ≥$100M; TTM cash-flow positive; 90-day avg stock price ≥$15; 90-day avg stock price ≥$20 .
Equity Ownership & Alignment
| Ownership Detail | As of Apr 15, 2024 | As of Mar 27, 2025 |
|---|---|---|
| Beneficial Ownership – Class A Shares | 616,546 (<1%) | 984,881 (<1%) |
| Options Exercisable/Exercisable within 60 days | 205,787 | 282,593 |
| RSUs Vesting within 60 days | 38,194 | 86,112 |
| Ownership as % of Outstanding | <1% | <1% |
| Shares Pledged/Hedged | Prohibited by policy; none disclosed |
Outstanding equity awards (selected):
- Options: 250,798 exercisable; 57,879 unexercisable; strike $7.51; expires 9/27/2031; 4-year vest (25% at 12 months, then 3/48 quarterly) .
- RSUs: 750,000 service-vesting shares granted Aug 1, 2024; vest monthly over 36 months beginning Sep 1, 2024 (grant-date fair value $3,495,000) .
- Prior RSUs: 300,000 (4-year, quarterly from 9/15/2021) and 225,000 (3-year, monthly from 8/1/2022) .
| RSU/Option Vesting Schedules | Key Dates | Vesting Mechanics |
|---|---|---|
| 2024 RSU grant (750,000) | Grant: Aug 1, 2024; start: Sep 1, 2024 | 1/36 monthly for 36 months, service-based |
| 2022 RSU grants (300,000; 225,000) | S-8 effective Jul 20, 2022; vcds: 9/15/2021 and 8/1/2022 | 4-year quarterly (300k); 3-year monthly (225k), service-based |
| 2021 option grant | Grant: Sep 27, 2021 | 25% at 12 months; 3/48 quarterly thereafter; $7.51 strike; exp 9/27/2031 |
| 2022 PSUs (200,000) | S-8 effective Jul 20, 2022 | Performance conditions on revenue, cash flow, stock price ($15/$20 90-day avg) |
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | CFO employment agreement dated June 2, 2022 |
| At-will; Outside Activities | Employment is at-will; restrictions on outside activities require prior consent |
| Target Bonus | 60% of base; max payout 150% of base |
| Severance (no CIC) | 3 months base salary + up to 3 months COBRA; accrued bonus paid; subject to release |
| Severance (CIC window) | 12 months base salary + up to 12 months COBRA; accelerate time-based RSUs/options; PSUs may be accelerated in negotiation; subject to release |
| Arbitration & 409A/280G | JAMS arbitration; 409A compliance; 280G “best-net” cutback mechanics |
Potential payments upon termination/change-in-control (company disclosure):
| Scenario (as of Dec 31) | 2023 Amounts ($) | 2024 Amounts ($) |
|---|---|---|
| Without Cause/With Good Reason | Base cont: $87,500; Accrued bonus: $210,000; Health: $—; Total: $297,500 | Base cont: $110,500; Accrued bonus: $287,300; Health: $—; Total: $397,800 |
| Change in Control | Base cont: $350,000; Accrued bonus: $210,000; Options accel: $0; RSUs/PSUs accel: $1,626,805; Health: $5,041; Total: $2,191,847 | Base cont: $442,000; Accrued bonus: $287,300; Options accel: $713,417; RSUs/PSUs accel: $23,160,442; Health: $6,025; Total: $24,609,184 |
Compensation Structure Analysis
- Equity-heavy mix and RSU emphasis increased in 2023–2024; the Compensation Committee targeted the 50th percentile of peers and granted service-based RSUs to enhance retention . 2024 RSU grants to NEOs vest monthly over 36 months beginning Sep 2024 (CFO 750,000 shares; $3.495M fair value) .
- Guaranteed cash rose with market alignment (CFO base increased from $350,000 to $442,000 by Dec 31, 2024), while cash payouts were discretionarily reduced (25% of earned in 2023; 50% of target in 2024) to reflect financial situation .
- Performance metrics remained outcome-based (Revenue, Adjusted EBITDA, ARR), with PSUs tied to revenue, cash flow, and TSR-like stock price hurdles ($15/$20 90-day averages) .
Compensation peer group and governance:
- Peer benchmarking: 2024 CD&A referenced a Nov 2021 peer group (software, revenue <$500M, market cap $500M–$5B) and 2025 CD&A updated the peer group (revenue <$500M, market cap $500M–$3B), with compensation targeted conservatively for a newly public company .
- Say-on-pay and feedback: strong stockholder support referenced for 2024; compensation consultant (Compensia) independently engaged; clawback policy adopted Nov 2, 2023 .
Related Party Transactions
- CFO invested $100,000 in Series A Preferred Stock in January 2023 (3,334 shares), alongside director Eric Ball, in a financing that raised ~$25M .
Risk Indicators & Red Flags
- Hedging/pledging prohibited by insider trading policy; no pledging disclosed .
- No material executive legal proceedings disclosed; board committees composed of independent directors; clawback policy in place .
- Equity award design emphasizes long-term vesting and PSU hurdles, discouraging short-term risk-taking .
Say-on-Pay & Shareholder Feedback
- The Compensation Committee cited strong support for executive compensation in the 2024 say-on-pay advisory vote; the company recommends triennial say-on-pay frequency to emphasize long-term value creation .
Equity Award Detail (CFO – 2024 Grants)
| Grant Type | Grant Date | Shares | Fair Value | Vesting |
|---|---|---|---|---|
| Service-vesting RSUs | Aug 1, 2024 | 750,000 | $3,495,000 | 1/36 monthly beginning Sep 1, 2024 |
Performance & Track Record
| Company Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($000s) | $31,129 | $45,873 | $84,693 |
| Total Shareholder Return (Value of $100) | $24 | $28 | $265 |
| Net Income ($000s) | $(116,713) | $(88,937) | $(350,681) (includes non-cash contingent liability fair value impact) |
Investment Implications
- Alignment and retention: Significant multi-year RSUs (monthly vesting) plus PSUs tied to revenue/cash-flow/stock price align incentives, but monthly vesting can create steady Form 4 flow and potential selling pressure; hedging/pledging is prohibited, reducing misalignment risk .
- Change-in-control economics: CFO’s CIC acceleration is large ($24.6M 2024 basis), implying material dilution/overhang sensitivity in M&A scenarios and strong retention during strategic events .
- Cash discipline signal: Committee discretion to cut cash bonus payouts (25% in 2023; 50% in 2024) despite some metric achievement suggests conservative cash management and focus on profitability; base increases aligned with market .
- Ownership skin-in-the-game: Beneficial ownership increased to 984,881 shares with exercisable options and near-term RSU vesting; <1% stake limits absolute voting power but indicates exposure to equity outcomes .