Tridivesh Kidambi
About Tridivesh Kidambi
Tridivesh Kidambi is Chief Financial Officer of System1, Inc. (SST) and has served as CFO since 2016; he is 43 years old and holds an MBA from Claremont Graduate University’s Drucker School of Management and a bachelor’s degree in economics and mathematics from Claremont McKenna College . The company disclosed closing stock price of $0.44 on May 16, 2025, and has used adjusted EBITDA-linked incentives extensively; in 2024 Kidambi’s compensation tied cash incentives to adjusted EBITDA and individual performance . Recent revenue and EBITDA trends are shown below.
Revenue and EBITDA Trend
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD) | $664,941,000* | $401,971,000 | $343,925,000 |
| EBITDA ($USD) | -$51,949,000* | -$10,489,000* | -$13,088,000* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TV Time | EVP, Finance & Analytics | Oct 2015–2016 | Led finance/analytics at a media tech platform . |
| EZ Texting | Chief Financial Officer | 2014–2015 | Built finance function in SMS marketing business . |
| Leaf Group Ltd. | Vice President, Finance | 2007–2014 | Scaled finance operations at diversified digital media/marketplaces company . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Public company board roles | — | — | No external public company directorships disclosed in retrieved filings . |
Fixed Compensation
Base Salary History
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Base Salary ($) | $300,000 | $350,000 (effective Jan 28, 2022) | $350,000 | $450,000 (increased Feb 20, 2024) |
Perquisites (FY 2024)
| Perquisite | Amount ($) | Notes |
|---|---|---|
| Company-paid health & welfare premiums | $12,137 | Disclosed in 2024 Summary Compensation . |
| 401(k) employer match | $19,297 | Disclosed in 2024 Summary Compensation . |
| Fitness stipend | $360 | Disclosed in 2024 Summary Compensation . |
Performance Compensation
Annual Cash Incentive (FY 2024)
| Component | Target | Actual Payout | Metric Basis | Vesting/Payment Timing |
|---|---|---|---|---|
| Annual incentive | $300,000 | $211,800 | Company adjusted EBITDA performance and individual performance | Paid Q1 2025 . |
Prior-Year Non-Equity Incentive (Paid in 2024 for FY 2023)
| Component | Amount | Metric Basis | Notes |
|---|---|---|---|
| Annual bonus | $150,000 | 2023 operating and financial performance including adjusted EBITDA and individual performance | Reflected as “Non-Equity Incentive Plan Compensation” in 2024 SCT . |
One-Time and Discretionary Cash Bonuses (FY 2024)
| Bonus Type | Amount | Trigger/Notes | Timing |
|---|---|---|---|
| One-time bonus (Dutch Auction tender) | $113,994 | Recognition for efforts on debt tender/retirement | Paid Jan 19, 2024 . |
| Discretionary spot bonuses | $189,514 | Extraordinary efforts in 2024 and offset decline in value of prior non-cash incentives | Paid in four installments during 2024 . |
Equity Incentives – RSUs
| Grant Date | Shares | Vesting Schedule | Market Value at FY-end |
|---|---|---|---|
| 7/18/2024 | 100,000 | Vest ratably through Jan 15, 2027, subject to continued service | $89,830 as of Dec 31, 2024 . |
| 5/10/2022 | 30,000 (unvested balance as of 12/31/24) | 5% at first anniversary; 11.25% on next four quarterly anniversaries; 6.25% on next eight quarterly anniversaries, subject to service | $26,949 as of Dec 31, 2024 . |
Equity Incentives – Stock Appreciation Rights (SARs)
| Attribute | Tranche I | Tranche II | Tranche III | Tranche IV |
|---|---|---|---|---|
| Kidambi SARs by tranche (7/1/2024 grant) | 175,000 | 175,000 | 175,000 | 175,000 |
| Original Adjusted EBITDA threshold | $50M | $60M | $70M | $80M |
| Proposed amended thresholds (subject to stockholder approval) | $50M | $55M | $60M | $65M . |
| Weighted average strike of Eligible SARs (as of Apr 22, 2025) | $1.44 | $1.44 | $1.44 | $1.44 . |
| Repricing (if approved) | Strike reset to FMV on Annual Meeting date | Same | Same | Same . |
| Status checkpoint | Company reached Tranche 1 threshold ($50M) for TTM as of Mar 31, 2025; certification due within 30 days after Q1 2025 Form 10‑Q filing | — | — | — . |
| Expiration policy | Unvested T1/T2/T3 expire on 4th/5th/6th anniversaries; all SARs expire by 7th anniversary | Same | Same | Same . |
Equity Ownership & Alignment
Beneficial Ownership
| As-of Date | Shares of Class A Common Stock | Beneficial Ownership % | Voting Power % |
|---|---|---|---|
| Apr 25, 2024 | 1,329,849 | 1.9% | 1.5% . |
| Apr 15, 2025 | 1,403,676 | 1.9% | 1.5% . |
- Outstanding unvested awards as of Dec 31, 2024: RSUs 130,000; SARs (unearned/unvested) 700,000 .
- Section 16(a): Company noted delayed Form 4 filings for Kidambi and others related to net settlement of RSUs upon vesting in Oct 2024 due to a timely notification issue .
- Clawback: Company adopted a “Policy for Recovery of Erroneously Awarded Compensation” effective Oct 26, 2023; all awards subject to clawback under this and related policies .
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Role | Chief Financial Officer (Principal Financial Officer) | Executive Officers section; SOX 302/906 certifications . |
| Employment Agreement (June 15, 2023) | Initial 3-year term; auto-renewal for 1-year terms unless 60-day notice; Base salary $350,000; annual cash performance bonus initially targeted at $300,000; benefits eligibility | . |
| Severance – Qualifying termination (non-CIC) | 12 months base salary; target annual bonus; prior-year earned bonus; accelerated vesting of awards scheduled to vest within 12 months; Company-subsidized healthcare up to 12 months; subject to release and covenants | . |
| Severance – Change-in-control (double trigger) | Lump-sum 2x (base + target bonus); prior-year bonus if unpaid; full accelerated vesting of all equity awards; subject to release and covenants | . |
| 2024 Proxy summary of employment agreement | States 3 months base salary continuation and up to 6 months COBRA for termination without cause/good reason | . |
| Base salary change | Compensation Committee approved increase from $350,000 to $450,000 effective Feb 20, 2024; no other changes to agreement | . |
| Restrictive covenants | Severance conditioned on continued compliance with applicable restrictive covenants | . |
| Clawback applicability | Awards subject to clawback policies | . |
Note: The 2023 Employment Agreement terms provide more comprehensive severance (12 months base, target bonus, acceleration); the 2025 Proxy contains a summary indicating 3 months base and 6 months COBRA. This suggests a modification, differing summaries, or layering of agreements; investors should reconcile final terms with the most recent executed agreements and amendments .
Compensation Summary (Multi-Year)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Salary ($) | $350,000 | $450,000 . |
| Bonus ($) | $417,391 (includes one‑time payments disclosed for 2023) | $303,508 (one‑time $113,994 + discretionary $189,514) . |
| Stock Awards ($) | $143,000 | $800,551 (RSUs and SARs grant-date fair value) . |
| Non-Equity Incentive ($) | — | $150,000 (for 2023 performance) . |
| All Other Compensation ($) | $83,192 | $31,794 . |
| Total ($) | $993,583 | $1,735,853 . |
Performance Compensation – Detailed Mechanics
| Metric | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Annual adjusted EBITDA + individual performance (FY 2024) | Not disclosed | $300,000 cash target | $211,800 payout; paid Q1 2025 | Annual program; service-based payout . |
| SARs – Adjusted EBITDA tranches | 25% each tranche | Original thresholds: $50M/$60M/$70M/$80M | As-of Mar 31, 2025 Company reached $50M TTM; certification window applies | Vest on plan admin certification within 30 days of related 10‑K/10‑Q filing; expirations per tranche . |
| SARs – Amendment & Repricing | — | Proposed reduced thresholds: $50M/$55M/$60M/$65M; Repricing strike to FMV on Annual Meeting date | Board cites retention value and attainability concerns; recommends approval | Subject to stockholder vote; covers 20,860,500 Eligible SARs (including Kidambi’s 700,000) . |
| RSUs (2024 grant) | — | 100,000 | Vest ratably to Jan 15, 2027 | Service-based . |
| RSUs (2022 grant schedule) | — | — | 5% year 1; 11.25% next four quarters; 6.25% next eight quarters | Service-based . |
Risk Indicators & Red Flags
- SARs Plan Amendment and Repricing: Lowering adjusted EBITDA thresholds and repricing SARs to FMV is intended to restore retention value; however, repricing is often viewed as shareholder‑unfriendly and may signal performance pressure and dilution risk .
- Delinquent Section 16(a) filings: Company reported delayed Form 4 filings in Oct 2024 due to a notification issue tied to net settlement of RSUs; suggests process/control attention needed around insider reporting .
Investment Implications
- Alignment: Kidambi holds ~1.9% beneficial ownership with continued unvested RSUs and performance SARs, indicating tangible equity exposure and incentive alignment to adjusted EBITDA thresholds .
- Retention and incentive calibration: Board’s proposed SARs threshold reductions and repricing reflect intent to retain executives amid low share price and tougher targets; if approved, near‑term vesting of Tranche I SARs could materialize, potentially increasing realized comp and retention but raising dilution optics .
- Cash comp trajectory: The 2024 salary increase to $450,000 and sizable one‑time/discretionary bonuses highlight reliance on cash to offset equity value declines; future pay mix may shift back toward performance equity if share price stabilizes and EBITDA targets are met .
- Performance backdrop: Revenues declined in 2024 vs. 2023 while EBITDA remained negative; achieving amended SARs thresholds ($50–$65M) is pivotal to vesting and value creation; Tranche I threshold reached for TTM as of Mar 31, 2025 pending certification .
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