Timothy Stonehocker
About Timothy Stonehocker
Timothy Stonehocker is Chief Technology Officer (CTO) of SoundHound AI, Inc., age 44 as of the 2025 proxy record date; he has served as CTO since at least June 2022 under an at‑will employment agreement . The company’s executive pay is linked to revenue, adjusted EBITDA, and annual recurring revenue (ARR), with 2024 pay-versus-performance disclosures showing revenue of $84.7M and a GAAP net loss impacted by non‑cash fair value changes; company TSR is tracked versus a peer group . Education and prior biography for Mr. Stonehocker are not disclosed in the available filings.
Past Roles
Not disclosed in proxy statements or 8‑K filings reviewed.
External Roles
No public company board or external roles disclosed for Mr. Stonehocker in the filings reviewed.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $302,479 | $335,000 | $347,500 |
| Target Bonus % of Salary | 50% | 50% | 50% |
| Target Bonus ($) | — | $167,500 | $173,750 |
| Annual Bonus Earned ($) | — | $80,161 | $130,312 |
| Annual Bonus Actually Paid ($) | — | $43,216 (25% discretionary cut) | $86,875 (50% discretionary cut) |
Notes:
- 2024 annualized base salary as of 12/31/2024: $365,000 (market adjustment Aug 1, 2024) .
- Bonus payouts were reduced by the Compensation Committee despite performance on certain metrics (25% in 2023; 50% in 2024) .
Performance Compensation
Equity Awards (Structure and Vesting)
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| RSUs (service-based) | 5/1/2022 (commencement) | 210,000 | — | 4-year; equal quarterly from 5/1/2022 |
| RSUs (service-based) | 8/1/2022 (commencement) | 175,000 | — | 3-year; equal monthly from 8/1/2022 |
| RSUs (service-based) | 8/3/2023 | 200,000 | $442,000 | 36 monthly increments starting 9/1/2023 |
| RSUs (service-based) | 8/1/2024 | 400,000 | $1,864,000 | 36 monthly increments starting 9/1/2024 |
| PSUs (performance-based) | 2022 award | 140,000 | — | 4-year; vest 25% at (i) $100M TTM GAAP revenue, (ii) TTM cash-flow positive, (iii) 90-day avg stock price $15, (iv) $20 |
2024 Annual Incentive Plan (Company Objectives)
| Metric | Weight | 2024 Achievement (earned %) |
|---|---|---|
| Revenue | 25% | 100% |
| Year End Adjusted EBITDA | 25% | 0% |
| Annual Recurring Revenue (ARR) | 25% | 100% |
| Individual Performance | 25% | 100% |
- Committee exercised downward discretion to pay 50% of target despite achievements, given overall financial considerations .
2024 Realization
| Metric | 2024 |
|---|---|
| Shares Acquired on Vesting (RSUs) | 221,944 |
| Value Realized on Vesting ($) | $2,128,345 |
| Option Exercises | None |
Equity Ownership & Alignment
| As-of Date | Direct & Indirect Holdings | Detail | Ownership % | Pledging/Hedging |
|---|---|---|---|---|
| 3/27/2025 | 481,806 Class A shares | Includes 103,127 exch. for merger securities; 166,688 options exercisable; 51,806 RSUs vesting within 60 days | <1% | Company prohibits hedging and pledging; margin accounts not permitted |
Outstanding awards (12/31/2024):
- Options: 166,688 exercisable; $2.90 strike; expires 8/15/2029 .
- Unvested RSUs: 74,375 (8/4/2022 grant); 38,889 (9/7/2022); 111,111 (8/3/2023); 355,556 (8/1/2024) .
- Unearned PSUs: 140,000; PSU payout values shown for disclosure; market value calculated at $19.84 as of 12/31/2024 .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment | At-will; CTO; agreement dated June 2, 2022 |
| Base Salary | $335,000 initially; $365,000 annualized by 12/31/2024 after market adjustment |
| Target Bonus | 50% of base; max 150%; company discretion based on objectives |
| Equity | RSUs and PSUs (see tables above) |
| Severance (Non-CIC) | 3 months’ base salary + up to 3 months COBRA; accelerated vesting of time-based options/RSUs in CIC scenarios only; PSU acceleration at Company discretion |
| Severance (CIC Window) | If terminated without cause/with good reason within 3 months before or 1 year after CIC: 12 months’ base + 12 months COBRA; time-based options/RSUs accelerated; PSUs may be accelerated |
| Arbitration/Confidentiality | JAMS employment arbitration; standard confidential information & inventions assignment |
Change-in-control economics (modeled at 12/31/2024 price):
- Without Cause/With Good Reason: Total $273,750 (Base $91,250; Accrued Bonus $182,500) .
- Change in Control: Total $14,830,931 (Base $365,000; Accrued Bonus $182,500; RSU/PSU acceleration $14,283,431) .
Compensation Structure Analysis
- Mix and emphasis: Over 50% of executive pay in equity; retention-focused RSUs in 2023 and 2024; PSUs tied to explicit operational/market milestones .
- Governance features: Clawback policy adopted Nov 2, 2023 (SEC/Nasdaq compliant) ; strong hedging/pledging prohibitions .
- Peer benchmarking: Compensia engaged; 2024 peer group updated (software, <$500M revenue, $0.5–$3B market cap), targeting median (50th percentile) equity awards .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay received strong support per Compensation Committee review; structure maintained with performance alignment emphasis .
Performance & Track Record
- Company-selected performance measures for pay linkage: Revenue, Adjusted EBITDA, ARR .
- 2024 revenue: $84.7M; GAAP net loss includes non‑cash fair value impacts; TSR tracked versus peer group (CAP and TSR framework disclosed) .
Risk Indicators & Red Flags
- Legal/governance: Corporate opportunity charter amendment proposed in 2025 to moot a putative class action; officer exculpation amendment also proposed—both board-supported; not specific to Mr. Stonehocker .
- Related party transactions: None since Jan 1, 2024 .
- No material legal proceedings involving executive officers in last ten years noted .
Equity Ownership & Vesting Pressure Indicators
| Item | Detail |
|---|---|
| Monthly RSU vest from 2024 grant | ~11,111 shares/month over 36 months (400,000/36), beginning Sept 2024; ongoing supply potential depending on sales |
| 2024 Vestings realized | 221,944 RSU shares vested; $2.13M value realized; no option exercises in 2024 |
| Pledging/Hedging | Prohibited, reducing misalignment risk from collateralized positions |
Compensation Peer Group (2024 update)
- Agilysys, Fastly, Olo, Sprout Social; Amplitude, iLearningEngines, PagerDuty, Yext; Appian, Intapp, PROS Holdings, Zuora; Braze, JFrog, Riot Platforms; C3.ai, nCino, Semrush Holdings .
Investment Implications
- Alignment: High equity weighting with explicit PSUs ties Stonehocker’s realizable compensation to growth (revenue/ARR), profitability (cash‑flow positive), and sustained share price thresholds—supportive of pay-for-performance alignment .
- Retention vs. supply: 2023–2024 multi‑year RSU schedules enhance retention but create steady monthly vesting that can translate into insider selling supply; 2024 vestings were significant while options were not exercised, tempering near‑term selling pressure evidence .
- Change-in-control leverage: CIC terms (12 months cash + full acceleration of time-based awards, potential PSU acceleration) create meaningful upside for the CTO in a sale, potentially aligning incentives for strategic transactions if value creation thresholds are met .
- Risk controls: Clawback, anti‑hedging/pledging, and independent peer benchmarking reduce governance risk; lack of disclosed pledging/related-party transactions is a positive .